<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

         (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended MAY 1, 1999

                                       OR

         ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                FOR THE TRANSITION PERIOD FROM _______ TO _______


                         COMMISSION FILE NUMBER 0-12102
                                HADCO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


MASSACHUSETTS                                                         04-2393279
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE                                    03079
(Address of principal executive offices)                              (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (603) 898-8000

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 12 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
                                       ---       ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Registrant has 13,560,379 shares of Common Stock, $0.05 Par Value, outstanding
at June 3, 1999.
<PAGE>   2
                       HADCO CORPORATION AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                                         PAGE
<S>                                                                                                    <C>
     Item 1. Financial Statements

              Consolidated Condensed Balance Sheets as of
              May 1, 1999 (unaudited) and October 31, 1998..........................................     3

              Consolidated Condensed Statements of Operations
              for the Three Months and Six Months ended May 1, 1999 and
              May 2, 1998 (unaudited)...............................................................     4

              Consolidated Condensed Statements of Cash Flows
              for the Six Months ended May 1, 1999 and
              May 2, 1998  (unaudited)..............................................................     5

              Notes to Consolidated Condensed Financial
              Statements............................................................................     6

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations....................................................    15

     Item 3. Quantitative and Qualitative Disclosures about Market Risk.............................    19


PART II - OTHER INFORMATION

     Item 2. Changes in Securities..................................................................    20

     Item 4. Submission of Matters to a Vote of Security Holders ...................................    20

     Item 6. Exhibits and Reports on Form 8-K.......................................................    21

SIGNATURE...........................................................................................    22
</TABLE>


                                       2
<PAGE>   3
PART 1 - FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

                       HADCO CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                        May 1,        October 31,
                                                                         1999            1998
                                                                      ---------        ---------
                                                                     (unaudited)
<S>                                                                  <C>              <C>
ASSETS
Current Assets:
       Cash and cash equivalents ..............................       $   1,983        $   7,169
       Accounts receivable, net of allowance for
       doubtful accounts of $1,677 in 1999 and
       $2,129 in 1998 .........................................         124,778          111,094
       Inventories ............................................          68,492           67,017
       Deferred tax asset .....................................          17,156           17,156
       Prepaid and other current assets .......................           5,721           18,666
                                                                      ---------        ---------
            Total Current Assets ..............................         218,130          221,102
 Property, Plant and Equipment, net ...........................         318,818          322,887
 Acquired Intangible Assets, net ..............................         185,419          191,421
 Other Assets .................................................           9,220            8,415
                                                                      ---------        ---------
                                                                      $ 731,587        $ 743,825
                                                                      =========        =========


LIABILITIES AND STOCKHOLDERS' INVESTMENT

 Current Liabilities:
       Short-term debt and current portion of long-term debt ..       $   2,781        $   4,377
       Accounts payable .......................................          82,141           79,350
       Accrued payroll and other employee benefits ............          27,058           26,529
       Other accrued expenses .................................          19,901           19,016
                                                                      ---------        ---------
            Total Current Liabilities .........................         131,881          129,272
                                                                      ---------        ---------
 Long-Term Debt, net of current portion .......................         329,428          354,291
                                                                      ---------        ---------
 Deferred Tax Liability .......................................          59,521           59,521
                                                                      ---------        ---------
 Other Long-Term Liabilities ..................................           9,192            9,192
                                                                      ---------        ---------
 Stockholders' Investment:
       Common stock, $.05 par value -
            Authorized - 50,000 shares
            Issued and outstanding - 13,559 in 1999
            and 13,366 in 1998 ................................             679              669
       Paid-in capital ........................................         177,486          173,906
       Deferred compensation ..................................            (254)             (44)
       Retained earnings ......................................          23,654           17,018
                                                                      ---------        ---------
            Total Stockholders' Investment ....................         201,565          191,549
                                                                      ---------        ---------
                                                                      $ 731,587        $ 743,825
                                                                      =========        =========
</TABLE>


   The accompanying notes are an integral part of these consolidated condensed
                             financial statements.


                                       3

<PAGE>   4
                       HADCO CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended                 Six Months Ended
                                                              --------------------------        --------------------------
                                                                May 1,           May 2,           May 1,           May 2,
                                                                 1999             1998             1999             1998
                                                              ---------        ---------        ---------        ---------
<S>                                                           <C>              <C>              <C>              <C>
Net Sales ................................................    $ 255,586        $ 209,587        $ 491,565        $ 407,863
Cost of Sales ............................................      217,209          172,857          420,755          332,065
                                                              ---------        ---------        ---------        ---------
     Gross Profit ........................................       38,377           36,730           70,810           75,798
Operating Expenses .......................................       23,109           21,526           44,104           39,310
Restructuring and Other Non-Recurring Charges ............            -            5,947                -            5,947
Write-off of Acquired In-Process Research and
     Development .........................................            -           63,050                -           63,050
                                                              ---------        ---------        ---------        ---------
     Income (Loss) from Operations .......................       15,268          (53,793)          26,706          (32,509)
Interest and Other Income, net ...........................          186              844              787            1,377
Interest Expense .........................................       (7,783)          (4,195)         (16,479)          (6,294)
                                                              ---------        ---------        ---------        ---------
        Income (Loss) Before Provision for Income Taxes ..        7,671          (57,144)          11,014          (37,426)
Provision for Income Taxes ...............................        3,049            2,595            4,378           10,186
                                                              ---------        ---------        ---------        ---------
     Net Income (Loss) ...................................    $   4,622        $ (59,739)       $   6,636        $ (47,612)
                                                              =========        =========        =========        =========

Income (Loss) per Common and Common Equivalent
     Shares (Note 1)
                Basic ....................................    $    0.34        $   (4.54)       $    0.49        $   (3.63)
                                                              =========        =========        =========        =========
                Diluted ..................................    $    0.34        $   (4.54)       $    0.49        $   (3.63)
                                                              =========        =========        =========        =========

Weighted Average Common and Common Equivalent
     Shares Outstanding (Note 1)
                Basic ....................................       13,522           13,161           13,470           13,130
                                                              =========        =========        =========        =========
                Diluted ..................................       13,713           13,161           13,678           13,130
                                                              =========        =========        =========        =========
</TABLE>


   The accompanying notes are an integral part of these consolidated condensed
                             financial statements.


                                       4
<PAGE>   5
                       HADCO CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                                 --------------------------
                                                                                   May 1,           May 2,
                                                                                    1999             1998
                                                                                 ---------        ---------
<S>                                                                              <C>              <C>
Cash Flows From Operating Activities:
     Net income (loss) .......................................................     $   6,636        $ (47,612)
     Adjustments to reconcile net income (loss) to net cash provided by
          Operating Activities:
          Depreciation, amortization, deferred compensation and deferred
          taxes ..............................................................        38,743           30,425
          Director and officer stock grants ..................................           164                -
          Write-off of acquired in-process research and development ..........             -           63,050
          Gain on sale of fixed assets .......................................            29            1,749
     Changes in assets and liabilities -
          Increase in accounts receivable ....................................       (11,700)          (5,664)
          Increase in inventories ............................................        (1,626)         (17,665)
          Decrease (Increase) in prepaid expenses and other current assets ...           184           (3,984)
          Decrease in refundable taxes .......................................        12,717            1,000
          Decrease (Increase) in other assets ................................          (794)             166
          (Decrease) Increase in accounts payable and accrued expenses .......         4,206           (8,848)
          Decrease in long-term liabilities ..................................             -              (22)
                                                                                   ---------        ---------
Net Cash Provided by Operating Activities ....................................        48,559           12,595
                                                                                   ---------        ---------

Cash Flows From Investing Activities:
     Purchases of property, plant and equipment ..............................       (29,130)         (48,186)
     Acquisition of Continental Circuits Corp. ...............................             -         (190,032)
     Increase in other assets ................................................        (1,305)               -
                                                                                   ---------        ---------
Net Cash Used in Investing Activities ........................................       (30,435)        (238,218)
                                                                                   ---------        ---------

Cash Flows From Financing Activities:
     Principal payments of long-term debt ....................................       (46,460)         (43,218)
     Net proceeds from issuance of long-term debt ............................        20,000          256,878
     Proceeds from exercise of stock options .................................           531              477
     Proceeds from employee stock purchase plan ..............................         1,574                -
     Proceeds from the sale of common stock ..................................             -            1,480
     Tax benefit from exercise of stock options ..............................         1,045            1,270
                                                                                   ---------        ---------
Net Cash (Used in) Provided by Financing Activities ..........................       (23,310)         216,887
                                                                                   ---------        ---------

Net Decrease in Cash, Cash Equivalents and Short-Term Investments ............        (5,186)          (8,736)
                                                                                   ---------        ---------
Cash, Cash Equivalents and Short-Term Investments, Beginning of Period .......         7,169           13,733
                                                                                   ---------        ---------

Cash, Cash Equivalents and Short-Term Investments, End of Period .............     $   1,983        $   4,997
                                                                                   =========        =========
Supplemental Disclosure of Cash Flow Information:
     Cash paid during period for:
          Interest ...........................................................     $  15,908        $   4,689
                                                                                   =========        =========
          Income taxes (net of refunds) ......................................     $     421        $  10,906
                                                                                   =========        =========
Acquisition of Continental Circuits Corp. in 1998:
    Fair value of assets acquired ............................................     $       -        $ 137,623
    Liabilities assumed ......................................................             -          (66,381)
    Cash paid ................................................................             -         (186,083)
    Acquisition costs incurred ...............................................             -           (3,949)
    Write-off of acquired in-process research and development ................             -           63,050
                                                                                   ---------        ---------
    Goodwill .................................................................     $       -        $ (55,740)
                                                                                   =========        =========
</TABLE>

  The accompanying notes are an integral part of these consolidated condensed
                             financial statements.


                                       5
<PAGE>   6
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The consolidated condensed financial statements reflect the application
         of certain accounting policies as described in the accompanying notes
         to the consolidated condensed financial statements, as well as the
         Company's Annual Report on Form 10-K for the fiscal year ended October
         31, 1998 and the Quarterly Report on Form 10-Q for the fiscal quarter
         ended January 30, 1999. These financial statements should be read in
         conjunction with the financial statements and related disclosures
         included in the above-referenced SEC filings.

         INTERIM FINANCIAL STATEMENTS

         The accompanying consolidated condensed balance sheet as of May 1,
         1999, and the consolidated condensed statements of operations for the
         three and six months ended May 1, 1999 and May 2, 1998 and the
         consolidated condensed statements of cash flows for the six month
         periods ended May 1, 1999 and May 2, 1998 are unaudited, but in the
         opinion of management, include all adjustments (consisting only of
         normal, recurring adjustments) necessary for a fair presentation of
         results for these interim periods. Results of operations for the
         interim periods are not necessarily indicative of results to be
         expected for the entire year or any future period.

         INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE


         A reconciliation of basic and diluted weighted average shares
         outstanding is as follows:

<TABLE>
<CAPTION>
                                                         Three Months Ended         Six Months Ended
                                                         -------------------       -------------------
                                                         May 1,       May 2,       May 1,       May 2,
                                                          1999         1998         1999         1998
                                                         ------       ------       ------       ------
                                                                        (in thousands)
<S>                                                      <C>          <C>          <C>          <C>
         Basic weighted average shares outstanding ...   13,522       13,161       13,470       13,130
         Weighted average common equivalent shares ...      191            -          208            -
                                                         ------       ------       ------       ------
         Diluted weighted average shares outstanding .   13,713       13,161       13,678       13,130
                                                         ======       ======       ======       ======
</TABLE>

         Diluted weighted average shares outstanding for the three month periods
         ended May 1, 1999 and May 2, 1998 do not include 1,088,855 and
         1,426,395 common equivalent shares, respectively, as their effect would
         be anti-dilutive. Diluted weighted average shares outstanding for the
         six month periods ended May 1, 1999 and May 2, 1998 do not include
         878,293 and 1,426,395 common equivalent shares, respectively, as their
         effect would be anti-dilutive.


                                       6
<PAGE>   7
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

2.       ACQUISITION

         On March 20, 1998, the Company acquired all of the outstanding common
         stock of Continental Circuits Corp. ("Continental"). Unaudited pro
         forma operating results for the Company for the three and six month
         periods ended May 2, 1998, assuming the Continental Acquisition
         occurred on October 26, 1997, are as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended                   Six Months Ended
                                                    -----------------------------        -----------------------------
                                                       May 1,            May 2,             May 1,            May 2,
                                                        1999              1998               1999              1998
                                                    -----------       -----------        -----------       -----------
                                                                  (in thousands, except per share data)
                                                       Actual          Pro forma            Actual          Pro forma
<S>                                                 <C>               <C>                <C>               <C>
         Net Sales ..............................   $   255,586       $   226,196        $   491,565       $   459,814

         Net Income (Loss)  .....................   $     4,622       $      (262)       $     6,636       $     8,019

         Basic Net Income (Loss) Per Share ......   $      0.34       $     (0.02)       $      0.49       $      0.61

         Diluted Net Income (Loss) Per Share ....   $      0.34       $     (0.02)       $      0.49       $      0.59
</TABLE>

         For purposes of these pro forma operating results, the acquired
         in-process R&D was assumed to have been written-off prior to October
         26, 1997, so that the operating results presented include only
         recurring costs.

3.       INVENTORIES

         Inventories are stated at the lower of cost, first-in, first-out
         (FIFO), or market and consist of the following (in thousands):

<TABLE>
<CAPTION>
                                 May 1,     October 31,
                                 1999          1998
                                -------     -----------
<S>                             <C>         <C>
         Raw Materials ......   $21,650       $25,856
         Work-in-process ....    46,842        41,161
                                -------       -------
                                $68,492       $67,017
                                =======       =======
</TABLE>

4.       LONG-TERM DEBT

         Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                    May 1,         October 31,
                                                                                     1999             1998
                                                                                   ---------       -----------
<S>                                                                                <C>             <C>
         Variable Rate Mortgages .............................................     $     686        $     732
         Revolving credit facility ...........................................       125,125          150,000
         9 1/2% Senior Subordinated Notes due 2008 ...........................       199,388          199,354
         Obligations  under  capital  leases with  interest
         rates ranging from 7% to 7.75%  .....................................         7,010            8,582
                                                                                   ---------        ---------
                                                                                     332,209          358,668
         Less - Current portion ..............................................        (2,781)          (4,377)
                                                                                   ---------        ---------
                                                                                   $ 329,428        $ 354,291
                                                                                   =========        =========
</TABLE>


                                       7
<PAGE>   8
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


4.       LONG-TERM DEBT (CONTINUED)

The Company reduced the commitment under its Revolving Credit Facility from $300
million to $198.75 million effective May 14, 1999. Based on the amount
outstanding under the Revolving Credit Facility as of May 1, 1999, the reduced
commitment would still provide the Company with approximately $73 million of
available borrowings.

5.       SALE OF ASSETS

On April 30, 1999, the Company sold substantially all of the assets of its
Dynaflex division for approximately $2.5 million. Dynaflex's assets, liabilities
and operations were not significant to the Company. Accordingly, pro forma
information has not been presented. Proceeds from the sale were received on May
3, 1999.

6.       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS

Basis of presentation. In connection with the acquisition of Continental
Circuits Corp., which was initially financed with approximately $184 million of
borrowings from the Company's line of credit, the Company sold on May 18, 1998
$200,000,000 of Senior Subordinated Notes due in 2008 bearing interest at 9 1/2
% (the Notes). The Notes are fully and unconditionally guaranteed on a senior
subordinated basis, jointly and severally, by certain of the Company's direct
wholly-owned domestic subsidiaries (the Guarantors). The Guarantors are Hadco
Santa Clara, Inc., Hadco Phoenix, Inc., CCIR of Texas Corp., and CCIR of
California Corp. The consolidating condensed financial statements of the
Guarantors are presented below and should be read in connection with the
Consolidated Condensed Financial Statements of the Company. Separate financial
statements of the Guarantors are not presented because (i) the Guarantors are
wholly-owned and have fully and unconditionally guaranteed the Notes on a joint
and several basis and (ii) the Company's management has determined such separate
financial statements are not material to investors and believes the
consolidating condensed financial statements presented are more meaningful in
understanding the financial position of the Guarantors.

There are no significant restrictions on the ability of the Guarantors to make
distributions to the Company.


                                       8
<PAGE>   9
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS
                                   (continued)
                      CONSOLIDATING CONDENSED BALANCE SHEET

                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               As of May 1, 1999
                                                      -------------------------------------------------------------------
                                                       Guarantor    Non-Guarantor    Parent     Eliminating  Consolidated
                                                      Subsidiaries   Subsidiaries  Corporation    Entries       Total
                                                      ------------  -------------  -----------  -----------  ------------
                                                                   (In thousands, except per share data)
                                                                                    ASSETS
<S>                                                   <C>           <C>            <C>          <C>          <C>
Current Assets:
    Cash and cash equivalents ......................   $      57      $   1,603     $     323    $       -     $   1,983
    Accounts receivable, net .......................      56,114          7,140        61,524            -       124,778
    Inventories ....................................      28,587          6,432        33,473            -        68,492
    Deferred tax asset .............................           -              -        17,156            -        17,156
    Prepaid and other current assets ...............       1,352            177         4,192            -         5,721
                                                       ---------      ---------     ---------    ---------     ---------
       Total current assets ........................      86,110         15,352       116,668            -       218,130

Property, Plant and Equipment, net .................     135,199         49,907       133,712            -       318,818
Intercompany Receivable ............................       4,605              -        80,977      (85,582)            -
Investments in Subsidiaries ........................      14,791              -       269,704     (284,495)            -
Acquired Intangible Assets, net ....................     185,419              -             -            -       185,419
Other Assets .......................................          65              -         9,155            -         9,220
                                                       ---------      ---------     ---------    ---------     ---------
                                                       $ 426,189      $  65,259     $ 610,216    $(370,077)    $ 731,587
                                                       =========      =========     =========    =========     =========

                                                                      LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:
    Current portion of long-term debt ..............   $   2,069      $      78     $     634    $       -     $   2,781
    Accounts payable ...............................      35,760          5,027        41,354            -        82,141
    Intercompany payable ...........................      41,264         44,318             -      (85,582)            -
    Accrued payroll and other
       employee benefits ...........................       1,635            191        25,232            -        27,058
    Other accrued expenses .........................      27,500            137        (7,736)           -        19,901
                                                       ---------      ---------     ---------    ---------     ---------
       Total current liabilities ...................     108,228         49,751        59,484      (85,582)      131,881
                                                       ---------      ---------     ---------    ---------     ---------
Long-Term Debt, net of current portion .............       4,213             85       325,130            -       329,428
                                                       ---------      ---------     ---------    ---------     ---------
Deferred Tax Liability .............................      44,676              -        14,845            -        59,521
                                                       ---------      ---------     ---------    ---------     ---------
Other Long-Term Liabilities ........................           -              -         9,192            -         9,192
                                                       ---------      ---------     ---------    ---------     ---------
Stockholders' Investment:
    Common stock, $.05 par value;
       Authorized - 50,000 shares
       Issued and outstanding - 13,559 in 1999 .....          11         29,655           679      (29,666)          679
    Paid-in capital ................................     400,616              -       177,486     (400,616)      177,486
    Deferred compensation ..........................           -              -          (254)           -          (254)
    Retained earnings ..............................    (131,555)       (14,232)       23,654      145,787        23,654
                                                       ---------      ---------     ---------    ---------     ---------
       Total stockholders' investment ..............     269,072         15,423       201,565     (284,495)      201,565
                                                       ---------      ---------     ---------    ---------     ---------
                                                       $ 426,189      $  65,259     $ 610,216    $(370,077)    $ 731,587
                                                       =========      =========     =========    =========     =========
</TABLE>


                                       9
<PAGE>   10
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS
                                   (Continued)

                      CONSOLIDATING CONDENSED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                             As of October 31, 1998
                                                      -------------------------------------------------------------------
                                                       Guarantor    Non-Guarantor    Parent     Elimination  Consolidated
                                                      Subsidiaries   Subsidiaries  Corporation    Entries       Total
                                                      ------------  -------------  -----------  -----------  ------------
                                                                   (In thousands, except per share data)
                                                                                    ASSETS
<S>                                                   <C>           <C>            <C>          <C>          <C>
Current Assets:
  Cash and cash equivalents ...................         $     836     $       2     $   6,331    $       -    $   7,169
  Accounts receivable, net ....................            54,092         6,382        50,620            -      111,094
  Inventories .................................            24,984         5,560        36,473            -       67,017
  Deferred tax asset ..........................                 -             -        17,156            -       17,156
  Prepaid and other current assets ............               999           227        17,440            -       18,666
                                                        ---------     ---------     ---------    ---------    ---------
     Total current assets .....................            80,911        12,171       128,020            -      221,102

Property, Plant and Equipment, net ............           138,912        49,029       134,946            -      322,887
Intercompany Receivable .......................                 -           160        91,463      (91,623)           -
Investments in Subsidiaries ...................            17,895             -       267,882     (285,777)           -
Acquired Intangible Assets, net ...............           191,421             -             -            -      191,421
Other Assets ..................................               686             -         7,729            -        8,415
                                                        ---------     ---------     ---------    ---------    ---------
                                                        $ 429,825     $  61,360     $ 630,040    $(377,400)   $ 743,825
                                                        =========     =========     =========    =========    =========

                                                                     LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:
  Current portion of long-term debt ...........         $   3,417     $     158     $     802    $       -    $   4,377
  Accounts payable ............................            34,249         4,941        40,160            -       79,350
  Intercompany payable ........................            54,523        37,100             -      (91,623)           -
  Accrued payroll and other
     employee benefits ........................             3,465           160        22,904            -       26,529
  Other accrued expenses ......................            18,427           265           324            -       19,016
                                                        ---------     ---------     ---------    ---------    ---------
     Total current liabilities ................           114,081        42,624        64,190      (91,623)     129,272
                                                        ---------     ---------     ---------    ---------    ---------
Long-Term Debt, net of current portion ........             3,796           230       350,265            -      354,291
                                                        ---------     ---------     ---------    ---------    ---------
Deferred Tax Liability ........................            44,677             -        14,844            -       59,521
                                                        ---------     ---------     ---------    ---------    ---------
Other Long-Term Liabilities ...................                 -             -         9,192            -        9,192
                                                        ---------     ---------     ---------    ---------    ---------
Stockholders' Investment:
  Common stock, $.05 par value;
     Authorized - 50,000 shares
     Issued and outstanding - 13,366 in 1998 ..                11        29,654           669      (29,665)         669
  Paid-in capital .............................           400,616             -       173,906     (400,616)     173,906
  Deferred compensation .......................                 -             -           (44)           -          (44)
  Retained earnings ...........................          (133,356)      (11,148)       17,018      144,504       17,018
                                                        ---------     ---------     ---------    ---------    ---------
     Total stockholders' investment ...........           267,271        18,506       191,549     (285,777)     191,549
                                                        ---------     ---------     ---------    ---------    ---------
                                                        $ 429,825     $  61,360     $ 630,040    $(377,400)   $ 743,825
                                                        =========     =========     =========    =========    =========
</TABLE>


                                       10
<PAGE>   11
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS
                                   (Continued)


                 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      For the Three Months Ended May 1, 1999
                                                      -------------------------------------------------------------------
                                                       Guarantor    Non-Guarantor    Parent     Elimination  Consolidated
                                                      Subsidiaries   Subsidiaries  Corporation    Entries       Total
                                                      ------------  -------------  -----------  -----------  ------------
                                                                                  (In thousands)
<S>                                                   <C>           <C>            <C>          <C>          <C>
Net Sales ......................................        $ 115,042     $  11,716     $ 128,828    $       -     $ 255,586
Cost of Sales ..................................          101,206        11,557       104,446            -       217,209
                                                        ---------     ---------     ---------    ---------     ---------
     Gross Profit ..............................           13,836           159        24,382            -        38,377
Operating Expenses .............................            5,305           884        16,920            -        23,109
                                                        ---------     ---------     ---------    ---------     ---------
     Income (Loss) From Operations .............            8,531          (725)        7,462            -        15,268
Interest and Other Income ......................             (480)          217          (368)         817           186
Interest Expense ...............................              (17)            1        (7,767)           -        (7,783)
                                                        ---------     ---------     ---------    ---------     ---------
     Income (Loss) Before Provision for Income
     Taxes .....................................            8,034          (507)         (673)         817         7,671
Provision for Income Taxes .....................            4,406           112        (1,469)           -         3,049
Equity in Income (Loss) of Subsidiary ..........           (1,436)            -         3,009       (1,573)            -
                                                        ---------     ---------     ---------    ---------     ---------
     Net Income (Loss) .........................        $   2,192     $    (619)    $   3,805    $    (756)    $   4,622
                                                        =========     =========     =========    =========     =========

</TABLE>

<TABLE>
<CAPTION>
                                                                        For the Six Months Ended May 1, 1999
                                                      -------------------------------------------------------------------
                                                       Guarantor    Non-Guarantor    Parent     Elimination  Consolidated
                                                      Subsidiaries   Subsidiaries  Corporation    Entries       Total
                                                      ------------  -------------  -----------  -----------  ------------
                                                                                  (In Thousands)
<S>                                                   <C>           <C>            <C>          <C>          <C>
Net Sales ......................................        $ 229,996     $  22,224     $ 239,345    $       -     $ 491,565
Cost of Sales ..................................          206,415        22,417       191,923            -       420,755
                                                        ---------     ---------     ---------    ---------     ---------
     Gross Profit ..............................           23,581          (193)       47,422            -        70,810
Operating Expenses .............................           10,552         1,563        31,989            -        44,104
                                                        ---------     ---------     ---------    ---------     ---------
     Income (Loss) From Operations .............           13,029        (1,756)       15,433            -        26,706
Interest and Other Income ......................             (630)         (408)        1,002          823           787
Interest Expense ...............................             (215)           (5)      (16,259)           -       (16,479)
                                                        ---------     ---------     ---------    ---------     ---------
     Income (Loss) Before Provision for Income
     Taxes .....................................           12,184        (2,169)          176          823        11,014
Provision for Income Taxes .....................            7,279           112        (3,013)           -         4,378
Equity in Income (Loss) of Subsidiary ..........           (3,104)            -         2,624          480             -
                                                        ---------     ---------     ---------    ---------     ---------
     Net Income (Loss) .........................        $   1,801     $  (2,281)    $   5,813    $   1,303     $   6,636
                                                        =========     =========     =========    =========     =========
</TABLE>


                                       11
<PAGE>   12
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS
                                   (Continued)

                 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                        For the Three Months Ended May 2, 1998
                                                     ----------------------------------------------------------------------------
                                                     Guarantor      Non-Guarantor       Parent         Elimination    Consolidated
                                                    Subsidiaries    Subsidiaries      Corporation        Entries          Total
                                                     ---------        ---------        ---------        ---------       ---------
                                                                                     (In thousands)
<S>                                                 <C>             <C>               <C>              <C>            <C>
Net Sales                                            $  76,559        $   8,251        $ 124,777        $      --       $ 209,587
Cost of Sales                                           65,334            7,815           99,708               --         172,857
                                                     ---------        ---------        ---------        ---------       ---------
     Gross Profit                                       11,225              436           25,069               --          36,730
Operating Expenses                                       4,737            1,004           15,785               --          21,526
Restructuring and Other Non-Recurring Charges               --               --            5,947               --           5,947
Write-off of Acquired In-Process Research and
     Development                                        63,050               --               --               --          63,050
                                                     ---------        ---------        ---------        ---------       ---------
     Income (Loss) From Operations                     (56,562)            (568)           3,337               --         (53,793)
Interest and Other Income                                  441              613             (210)              --             844
Interest Expense                                          (220)            (118)          (3,857)              --          (4,195)
                                                     ---------        ---------        ---------        ---------       ---------
     Income (Loss) Before Provision for Income
     Taxes                                             (56,341)             (73)            (730)              --         (57,144)
Provision for Income Taxes                               3,571               98           (1,074)              --           2,595
Equity in Income (Loss) of Subsidiary                     (874)              --          (60,083)          60,957              --
                                                     ---------        ---------        ---------        ---------       ---------
     Net Income (Loss)                               $ (60,786)       $    (171)       $ (59,739)       $  60,957       $ (59,739)
                                                     =========        =========        =========        =========       =========

<CAPTION>
                                                                         For the Six Months Ended May 2, 1998
                                                     ----------------------------------------------------------------------------
                                                     Guarantor      Non-Guarantor       Parent         Elimination    Consolidated
                                                    Subsidiaries    Subsidiaries      Corporation        Entries         Total
                                                     ---------        ---------        ---------        ---------       ---------
                                                                                    (In Thousands)
<S>                                                 <C>             <C>               <C>              <C>            <C>
Net Sales                                            $ 144,838        $  17,278        $ 245,747        $      --       $ 407,863
Cost of Sales                                          122,759           16,112          193,194               --         332,065
                                                     ---------        ---------        ---------        ---------       ---------
     Gross Profit                                       22,079            1,166           52,553               --          75,798
Operating Expenses                                       7,444            1,836           30,030               --          39,310
Restructuring and Other Non-Recurring Charges               --               --            5,947               --           5,947
Write-off of Acquired In-Process Research and
     Development                                        63,050               --               --               --          63,050
                                                     ---------        ---------        ---------        ---------       ---------
     Income (Loss) From Operations                     (48,415)            (670)          16,576               --         (32,509)
Interest and Other Income                                  822              612              (57)              --           1,377
Interest Expense                                          (390)            (390)          (5,514)              --          (6,294)
                                                     ---------        ---------        ---------        ---------       ---------
     Income (Loss) Before Provision for Income
     Taxes                                             (47,983)            (448)          11,005               --         (37,426)
Provision for Income Taxes                               7,438               98            2,650               --          10,186
Equity in Income (Loss) of Subsidiary                   (1,249)              --          (55,967)          57,216              --
                                                     ---------        ---------        ---------        ---------       ---------
     Net Income (Loss)                               $ (56,670)       $    (546)       $ (47,612)       $  57,216       $ (47,612)
                                                     =========        =========        =========        =========       =========
</TABLE>


                                       12
<PAGE>   13
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS
                                   (Continued)

                 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                            For the Six Months Ended May 1, 1999
                                                          ------------------------------------------------------------------------
                                                          Guarantor    Non-Guarantor      Parent        Elimination     Consolidated
                                                        Subsidiaries    Subsidiaries    Corporation       Entries          Total
                                                          --------        --------        --------        --------        --------
                                                                                       (In thousands)

<S>                                                     <C>            <C>              <C>             <C>             <C>
Net Cash Provided by Operating Activities                 $ 10,496        $  5,752        $ 31,488        $    823        $ 48,559
                                                          --------        --------        --------        --------        --------

Cash Flows from Investing Activities:
     Foreign Sales Corp. dividend                               --            (823)            823              --              --
     Purchase of property, plant and equipment              (9,308)         (3,926)        (15,896)             --         (29,130)
     Investments in subsidiaries                            (1,035)            823            (270)           (823)         (1,305)
                                                          --------        --------        --------        --------        --------
         Net cash used in investing activities             (10,343)         (3,926)        (15,343)           (823)        (30,435)
                                                          --------        --------        --------        --------        --------

Cash Flows from Financing Activities:
     Principal payments of long-term debt                     (932)           (225)        (45,303)             --         (46,460)
     Proceeds from issuance of long-term debt                   --              --          20,000              --          20,000
     Proceeds from exercise of stock options                    --              --             531              --             531
     Proceeds from the Employee Stock Purchase Plan             --              --           1,574              --           1,574
     Tax benefit from exercise of stock options                 --              --           1,045              --           1,045
                                                          --------        --------        --------        --------        --------
         Net cash used in financing
           activities                                         (932)           (225)        (22,153)             --         (23,310)
                                                          --------        --------        --------        --------        --------

Net Increase (Decrease) in Cash, Cash
      Equivalents and Short-Term Investments                  (779)          1,601          (6,008)             --          (5,186)
Cash, Cash Equivalents and Short-Term Investments,
      Beginning of Period                                      836               2           6,331              --           7,169
                                                          --------        --------        --------        --------        --------
Cash, Cash Equivalents and Short-Term Investments,
      End of Period                                       $     57        $  1,603        $    323        $     --        $  1,983
                                                          ========        ========        ========        ========        ========
</TABLE>


                                       13
<PAGE>   14
                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


       SUPPLEMENTAL GUARANTOR CONSOLIDATING CONDENSED FINANCIAL STATEMENTS
                                   (Continued)

                 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                           For the Six Months Ended May 2, 1998
                                                         ------------------------------------------------------------------------
                                                         Guarantor     Non-Guarantor      Parent        Elimination   Consolidated
                                                       Subsidiaries    Subsidiaries     Corporation       Entries         Total
                                                         ---------       ---------       ---------       ---------      ---------
                                                                                       (In thousands)

<S>                                                    <C>             <C>              <C>             <C>           <C>
Net Cash Provided by Operating Activities                $  40,277       $  11,501       $ (39,183)      $      --      $  12,595
                                                         ---------       ---------       ---------       ---------      ---------

Cash Flows from Investing Activities:
     Foreign Sales Corp. dividend                               --            (703)            703              --             --
     Purchase of property, plant and equipment             (11,735)        (11,491)        (24,960)             --        (48,186)
     Investments in subsidiaries                             5,691              --          (5,691)             --             --
     Acquisition of Continental Circuits Corp.,
         net of cash acquired                                   --              --        (190,032)             --       (190,032)
                                                         ---------       ---------       ---------       ---------      ---------
         Net cash used in investing activities              (6,044)        (12,194)       (219,980)             --       (238,218)
                                                         ---------       ---------       ---------       ---------      ---------

Cash Flows from Financing Activities:
     Principal payments of long-term debt                  (42,433)            (22)           (763)             --        (43,218)
     Proceeds from issuance of long-term debt               10,730              --         246,148              --        256,878
     Proceeds from exercise of stock options                    --              --             477              --            477
     Proceeds from the sale of common stock                     --              --           1,480              --          1,480
     Tax benefit from exercise of stock options                 --              --           1,270              --          1,270
                                                         ---------       ---------       ---------             ---      ---------
         Net cash  (used in) provided by financing
           activities                                      (31,703)            (22)        248,612              --        216,887
                                                         ---------       ---------       ---------       ---------      ---------

Net Increase (Decrease) in Cash, Cash
      Equivalents and Short-Term Investments                 2,530            (715)        (10,551)             --         (8,736)
Cash, Cash Equivalents and Short-Term
      Investments, Beginning of Period                      (1,603)          2,249          13,087              --         13,733
                                                         ---------       ---------       ---------       ---------      ---------
Cash, Cash Equivalents and Short-Term
      Investments, End of Period                         $     927       $   1,534       $   2,536       $      --      $   4,997
                                                         =========       =========       =========       =========      =========
</TABLE>


                                       14
<PAGE>   15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      Except for the historical information contained in this Quarterly Report
      on Form 10-Q, the matters discussed below or elsewhere in this Quarterly
      Report on Form 10-Q are forward-looking statements that involve risks and
      uncertainties. Hadco Corporation makes such forward-looking statements
      under the provisions of the "Safe Harbor" section of the Private
      Securities Litigation Reform Act of 1995. Any forward-looking statements
      should be considered in light of the factors described below in this Item
      2 and under "Year 2000 Readiness Disclosure Statement" and "Factors That
      May Affect Future Results" below. Actual results may vary materially from
      those projected, anticipated or indicated in any forward-looking
      statements. In this Quarterly Report on Form 10-Q, the words
      "anticipates," "believes," "expects," "intends," "future," "could," "may,"
      and similar words or expressions (as well as other words or expressions
      referencing future events, conditions or circumstances) identify
      forward-looking statements.

      As used herein, the terms "Company" and "Hadco," unless otherwise
      indicated or the context otherwise requires, refer to Hadco Corporation
      and its subsidiaries. On March 20, 1998, the Company acquired all of the
      outstanding capital stock of Continental Circuits Corp. (the "Continental
      Acquisition"). Unless otherwise indicated or the context otherwise
      requires, the results of Continental's operations and other financial
      information relating to Continental since March 20, 1998 are included in
      the Company's historical consolidated financial information presented
      herein.

      RESULTS OF OPERATIONS

      SECOND QUARTER

      Net sales for the second quarter of 1999 increased 21.9% over the same
      period in 1998. The increase resulted from several factors including the
      Continental Acquisition, which added $21.2 million to the net sales of
      printed circuits and an increase in printed circuit net sales (excluding
      the Continental Acquisition) of $9.7 million. Net sales of printed
      circuits increased due to higher unit shipments, partially offset by a
      7.6% decrease in average pricing for the second quarter of 1999 over the
      same period in 1998. The shift in mix towards higher priced printed
      circuits with more layers and greater densities partially offset the
      reduction in price. Backplane and system assembly net sales increased
      $15.1 million to $47.8 million. Backplane and system assembly net sales
      increased due to higher production volume and shipments.

      The gross profit margin decreased to 15.0% of net sales in the second
      quarter of 1999 from 17.5% in the comparable period in fiscal 1998. Lower
      pricing on printed circuits caused gross margins to decrease by 3.8
      percentage points. The decrease was partially offset by lower unit costs
      through improved production efficiencies and improved capacity
      utilization, resulting in an overall decrease in the gross margin of 2.5
      percentage points.

      Operating expenses increased by $1.6 million in the second quarter of
      fiscal 1999 over the same period in 1998. The increase was due to
      increased expense for the amortization of goodwill and purchased
      intangibles from the Continental Acquisition, and higher selling expenses
      due to higher net sales. Operating expenses as a percent of net sales
      decreased to 9.0% for the second quarter of fiscal 1999 versus 10.3% for
      the same period in 1998 due to increased net sales and the relatively
      fixed nature of the Company's operating expenses.

      The Company includes in operating expenses actual expenditures and
      accruals, based on estimates, for environmental matters. To the extent
      Hadco believes circumstances warrant, it will continue to accrue amounts
      and charge to operations cost estimates relating to environmental matters.

      Interest income decreased in the second quarter of 1999 as compared to the
      second quarter of 1998 due to lower average cash balances available for
      investing. Interest expense increased in the second quarter of 1999 as
      compared to the second quarter of 1998 due to higher average outstanding
      debt balances during the second quarter of 1999 as compared to the second
      quarter of 1998. Higher debt levels are due to the Continental
      Acquisition.


                                       15
<PAGE>   16
      YEAR TO DATE

      Net sales for the six months ended May 1, 1999 increased 20.5% over the
      comparable prior year period. The increase resulted from several factors
      including the Continental Acquisition, which added $56.4 million to
      printed circuit net sales in the six month period. This increase was
      partially offset by a decrease in printed circuit net sales (excluding the
      Continental Acquisition) of $7.9 million caused by slightly lower unit
      shipments and an 8.0% decrease in average pricing. The shift in mix
      towards higher priced printed circuits with more layers and greater
      densities partially offset the reductions in unit volume and price.
      Backplane and system assembly net sales increased $35.2 million to $93.1
      million. Backplane and system assembly net sales increased due to higher
      production volume and shipments.

      The gross profit margin decreased to 14.4% in the six months ended May 1,
      1999 from 18.6% in the comparable period in fiscal 1998. Lower pricing on
      printed circuits caused gross margins to decrease by 5.9 percentage
      points. Lower capacity utilization from printed circuit operations caused
      gross margins to decrease by 1.3 percentage points. These decreases were
      partially offset by lower unit costs through improved production
      efficiencies resulting in an overall decrease in the gross margin of 4.2
      percentage points.

      Operating expenses increased by $4.8 million in the second quarter of
      fiscal 1999 over the same period in 1998. The increase was due to
      increased expense for the amortization of goodwill and purchased
      intangibles from the Continental Acquisition, and higher selling expenses
      due to higher net sales. Operating expenses as a percent of net sales
      decreased to 9.0% for the first six months of fiscal 1999 versus 9.6% for
      the same period in 1998 due to increased net sales and the relatively
      fixed nature of the Company's operating expenses.

      Income from operations for the six months ended May 2, 1998 was reduced by
      $63 million due to the non-recurring write-off of acquired in-process
      research and development recorded in connection with the Continental
      Acquisition. The remaining goodwill and purchased intangibles will be
      amortized over 12 to 30 years, with an average amortization life of 17
      years. In addition, income from operations for the six months ended May 2,
      1998, was reduced by approximately $5.9 million for restructuring and
      other non-recurring charges related to the consolidation of the Company's
      East Coast Tech Center operations.

      Excluding the non-recurring write-off and restructuring charges, income
      from operations decreased as a percent of net sales to 5.4% for the six
      months ended May 1, 1999 from 8.9% in the comparable period in fiscal
      1998. The decrease results primarily from the same factors affecting gross
      profit margins and from increased expenses for the amortization of
      goodwill and purchased intangibles from the Continental Acquisition.

      Interest income decreased for the six months ended May 1, 1999 as compared
      to the six months ended May 2, 1998 due to lower average cash balances
      available for investing. Interest expense increased in the six months
      ended May 1, 1999 as compared to the six months ended May 2, 1998 due to
      an increase in outstanding debt to finance the Continental Acquisition.

      INCOME TAXES

      The Company provides for income taxes on an interim basis using its
      anticipated effective annual income tax rate. The Company anticipates an
      effective annual income tax rate for fiscal 1999 of 39.75%, which is
      slightly less than the combined federal and state statutory rates. The
      anticipated effective rate was increased by amortization of goodwill
      (which is not tax deductible), offset by the benefit of the Company's
      foreign sales corporation and various state investment tax credits. The
      effective tax rate for fiscal 1999 is based on current tax laws.


                                       16
<PAGE>   17
      LIQUIDITY AND CAPITAL RESOURCES

      Net cash flow from operations increased $36.0 million in the first six
      months of fiscal 1999 versus the comparable prior year period. The
      increase is a result of improved working capital management and a refund
      of estimated tax payments.

      Cash used in investing activities decreased by $207.8 million in the first
      six months of fiscal 1999 versus the comparable prior year period. This
      decrease is a result of reduced capital expenditures for capacity
      expansion and the lack of acquisition investments in the current period.

      The increase in net cash flow from operations, combined with the decrease
      in investing activities, provided cash used to reduce debt. During the
      first six months of fiscal 1999, debt was reduced by $26.5 million.

      The Company expects to reduce future reliance on debt financing and reduce
      the costs associated with maintaining the Revolving Credit Facility. The
      Revolving Credit Facility commitment was reduced from $288.75 million to
      $198.75 million on May 14, 1999. The reduced commitment provides the
      Company with approximately $73 million of available borrowings.

      The Company believes that cash generated from operations will be
      sufficient to fund anticipated working capital, capital expenditure and
      debt payment requirements through calendar year 1999. Because the
      Company's capital requirements cannot be predicted with certainty, there
      is no assurance that the Company will not require additional financing
      during this period. There is no assurance that any additional financing
      will be available on terms satisfactory to the Company or not
      disadvantageous to the Company's security holders.

      The Company believes the ultimate disposition of known environmental
      matters will not have a material adverse effect upon the liquidity,
      capital resources, business or consolidated financial position of the
      Company. However, one or more of such environmental matters could have a
      significant negative impact on the Company's consolidated financial
      results for a particular reporting period.

      YEAR 2000 READINESS DISCLOSURE STATEMENT

      The Company has completed an internal assessment of its operations to
      determine the extent to which the Company may be adversely affected by
      Year 2000 issues. This internal assessment has included both Information
      Technology (IT) systems and non-IT systems.

      The critical software systems used by the Company to run its business
      include MFG/PRO, PeopleSoft, Oracle, and Corsair. The Company believes
      that none of these applications have date related processing issues. The
      Company has experienced and may continue to experience interfacing
      problems when upgrades are received from the vendors of these software
      programs.

      The Company has completed limited testing of its various IT systems,
      running programs with dates including and after the Year 2000. During
      these tests the Company has not experienced problems processing data or
      effecting transactions. The Company intends to perform further testing of
      its IT systems during the summer of calendar year 1999. There can be no
      assurance, however, that additional testing of its IT systems will not
      uncover Year 2000 issues, which could have a material adverse effect on
      the Company's business, results of operations, and financial condition.

      The Company's internal assessment of manufacturing equipment for Year 2000
      compliance was done on a plant-by-plant basis and was completed in May,
      1999. The Company has identified three operating systems and software that
      are important to the Company's operations and will require software
      upgrades to achieve Year 2000 compliance. Two of these operating systems
      are utilized in multiple departments and locations, including the
      tooling/engineering phase of the fabrication business. The Company
      believes that Year 2000 compliant upgrades for each of the two engineering
      systems have been developed and tested, and the Company plans to complete
      installation of such upgrades on or before July 1, 1999.


                                       17
<PAGE>   18
      YEAR 2000 READINESS DISCLOSURE STATEMENT (CONTINUED)

      There can be no assurance that these upgrades will be Year 2000 compliant
      or that they will be installed on a timely basis. Testing of the Company's
      manufacturing systems for Year 2000 compliance is in process. With some
      exceptions, the Company expects to complete testing by June 30, 1999.

      The Company has also determined that software in certain of its
      manufacturing systems is not Year 2000 compliant. The Company believes
      that no upgrades currently exist to address the Year 2000 issue in this
      software. The vendor has told the Company that it will complete the
      software upgrade by the end of June, 1999 and will deliver and install it
      at the Company not later than September 30, 1999. There can be no
      assurance, however, that the vendor will be able to deliver a Year 2000
      compliant software upgrade or that it will be installed at the Company
      prior to January 1, 2000.

      The Company is surveying its suppliers' Year 2000 compliance status and,
      thus far, has received responses from approximately 70% of all suppliers
      surveyed and more than 85% of key suppliers. Corporate purchasing is
      responsible for obtaining data from those suppliers who have not yet
      responded to the Company's inquiries, and for obtaining updated
      information from the Company's more critical suppliers and those who
      indicated they were not Year 2000 compliant. The Company intends to
      conduct detailed exchanges with the key suppliers to assess the Company's
      need for contingency plans and to develop contingency plans, if required,
      on a supplier-by-supplier basis. The Company intends to develop such
      plans, both with respect to its suppliers and with respect to its own
      internal operations, by August 31, 1999.

      The Company has determined the resources (employees, consultants, and
      contractors) necessary to address and resolve the Year 2000 issues at each
      of its manufacturing facilities. During the first fiscal quarter of 1999,
      the Company retained the services of a consulting company and added two
      full-time consultants to assist it in guiding assessment, test,
      remediation, and related efforts.

      To date, approximately 23,000 hours of time have been devoted to Year 2000
      and approximately $5 million has been expended in systems upgrades
      directly relating to Year 2000. The source of these funds is the working
      capital of the Company. Present estimates for further expenditures of both
      time and expenses to address Year 2000 are between 16,000 and 20,000 hours
      and between $1.5 million and $2.0 million. There can be no assurance that
      the Company's costs relating to its Year 2000 compliance will not be
      greater than that currently expected.

      A software or system Year 2000 compliance failure, with respect to the
      Company's internal systems and software or that of third party service
      providers or major customers, could prevent the Company from fulfilling
      customer orders. Any such failure, if not quickly remedied, would have a
      material adverse effect on the Company's business, results of operations,
      and financial condition. The lost revenues that would result from the
      Company's inability to operate even one of its major volume manufacturing
      plants for any significant period of time would have a material adverse
      effect on the Company.

      The Company could face an even greater risk of significant damages if the
      Company were found responsible for the shutdown of one of its customers'
      facilities. This could occur if the Company was unable to supply parts
      integral to the end products manufactured by the Company's customers. In
      such circumstances, the legal liability of the Company could have a
      material adverse effect on the Company's business, results of operations,
      and financial condition.


                                       18
<PAGE>   19
      FACTORS THAT MAY AFFECT FUTURE RESULTS

      This Quarterly Report on Form 10-Q contains various "forward-looking"
      statements within the meaning of the Securities Litigation Reform Act of
      1995, including, but not limited to, those concerning gross and operating
      margins, Year 2000 readiness and compliance, the sufficiency of the
      Company's working capital, and environmental matters. In this Form 10-Q,
      the words "anticipates," "believes," "expects," "intends," "future,"
      "could," "may," and similar words and expressions (as well as other words
      or expressions referencing future events, conditions or circumstances)
      identify forward-looking statements. Such forward-looking statements
      involve risks and uncertainties that could cause actual results to differ
      materially from those projected, anticipated or indicated in the
      forward-looking statements. Potential risks and uncertainties include, but
      are not limited to, such factors as: the Company's dependence on the
      electronics industry; fluctuations in quarterly operating results; the
      variability of customer orders; significant portions of released backlog
      may be subject to cancellation or postponement without penalty; the effect
      of unforeseen problems in the Company's computer systems and those of
      third parties with which the Company deals, specifically those related to
      "Year 2000" issues; the effect of acquisitions on the Company; the ability
      of the Company to compete successfully in the future; the rapid
      technological change and continuing process development that characterizes
      the Company's markets; manufacturing process disruptions; the operation of
      the Company's Malaysia facility; the effect of economic turmoil, currency
      devaluations and financial market instability in Asia on the Company; the
      Company's significant customer concentration; the Company's ability to
      obtain, integrate, manage and utilize manufacturing capacity; the
      Company's ability to manage its growth; environmental matters; the
      availability of raw materials and components and price fluctuations in
      such materials and components; the Company's dependence on key personnel;
      the Company's ability to protect its intellectual property; and certain
      anti-takeover provisions applicable to the Company. Further information on
      factors that could cause actual results to differ from those anticipated
      is detailed in various publicly available documents filed by the Company
      from time to time with the Securities and Exchange Commission. Such
      information includes, but is not limited to, those factors appearing under
      the caption "Factors That May Affect Future Results" and elsewhere in the
      Company's Annual Report on Form 10-K for the year ended October 31, 1998.
      Any forward-looking statement should be considered in light of these
      factors.


      ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      DERIVATIVE FINANCIAL INSTRUMENTS, OTHER FINANCIAL INSTRUMENTS, AND
      DERIVATIVE COMMODITY INSTRUMENTS

      At May 1, 1999, the Company did not participate in any derivative
      financial instruments, or other financial and commodity instruments for
      which fair value disclosure would be required under SFAS No. 107. The
      Company holds no investment securities which would require disclosure of
      market risk.

      PRIMARY MARKET RISK EXPOSURES

      The Company's primary market risk exposures are in the areas of interest
      rate risk and foreign currency exchange rate risk. The Company incurs
      interest expense on loans made under the Credit Facility at interest rates
      which are fixed for a maximum of six months. At May 1, 1999, the Company's
      outstanding borrowings on the Credit Facility were $125.1 million, at a
      weighted average interest rate of 6.3125%. This interest rate is a
      combination of two Eurodollar rate loans of $28.9 million and $96.2
      million at 6.3125% each. The Eurodollar rates are fixed until May 24, 1999
      and July 26, 1999, respectively, at which time the Company can again fix
      these rates for periods of one, two, three or six months. The Eurodollar
      Rate is subject to market risks and will fluctuate.

      Substantially all of the Company's business outside the United States is
      conducted in U.S. dollar denominated transactions. The Company does
      operate a volume manufacturing facility in Malaysia. Some of the expenses
      of this facility are denominated in Malaysian ringgits. Expenses
      denominated in ringgits include local salaries and wages, utilities and
      some operating supplies. The Company also funds a small sales office in
      Ireland where expenses are incurred in British Pounds, Irish Punts and
      Euros. However, the Company believes that the operating expenses currently
      incurred in foreign currencies are immaterial, and therefore any
      associated market risk is unlikely to have a material adverse effect on
      the Company's business, results of operations or financial condition.


                                       19
<PAGE>   20
      PART II - OTHER INFORMATION

      ITEM 2. CHANGES IN SECURITIES

      Under the Company's Outside Directors' Compensation Plan of 1998 (the
      "Outside Directors' Plan"), non-employee directors of the Company receive
      payment of an annual fee in the form of restricted Common Stock of the
      Company. Non-employee directors may elect to defer receipt of any such
      payment. On March 3, 1999, the non-employee directors received an
      aggregate of 2,289 shares of Common Stock pursuant to the Outside
      Directors' Plan. Of such shares, receipt of 654 shares was deferred in
      accordance with the Outside Directors' Plan. The aggregate value of all
      such shares issued on March 3, 1999 to non-employee directors was $69,952
      (based on a fair market value on that date of $30.56 per share).

      Each of the shares of Common Stock of the Company referenced above was
      issued by the Company in reliance on the exemption from registration
      provided by Section 4(2) of the Securities Act for an offering to a small
      number of knowledgeable investors.

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            (a)   The annual meeting of stockholders of Hadco Corporation was
                  held on March 3, 1999.

            (b)   No information provided due to inapplicability of item.

            (c)   A vote was proposed to (1) fix the number of directors at nine
                  (9) and to elect a Board of Directors to serve for the ensuing
                  year or until their respective successors are duly elected and
                  qualified; (2) approve the Hadco Corporation 1998 Stock Plan;
                  and (3) ratify the selection of Arthur Andersen LLP as
                  auditors for the fiscal year ending October 30, 1999.

                The voting results are as follows:

<TABLE>
<CAPTION>
                                                         Votes          Votes        Votes         Broker
                                       Votes For        Against        Withheld     Abstained     Non-Votes
                                       ---------        -------        --------     ---------     ---------
<S>                                   <C>              <C>             <C>          <C>           <C>
      (1) Horace H. Irvine II         12,518,747             N/A        66,351          N/A          N/A
          Andrew E. Lietz             12,518,747             N/A        66,351          N/A          N/A
          Patrick Sweeney             12,518,747             N/A        66,351          N/A          N/A
          Oliver O. Ward              12,518,747             N/A        66,351          N/A          N/A
          John F. Smith               12,518,747             N/A        66,351          N/A          N/A
          John E. Pomeroy             12,518,747             N/A        66,351          N/A          N/A
          James C. Taylor             12,518,747             N/A        66,351          N/A          N/A
          Mauro J. Walker             12,518,747             N/A        66,351          N/A          N/A
          Gilbert M. Roddy, Jr.       12,518,747             N/A        66,351          N/A          N/A

      (2) Hadco Corporation
          1998 Stock Plan              7,040,638       3,745,484           N/A       26,605          N/A

      (3) Arthur Andersen,LLP
          Ratification                12,575,108          15,974           N/A       11,588          N/A
</TABLE>


                                       20

<PAGE>   21
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

            *10.1  Amendment to Hadco Corporation's Retirement Plan dated as of
                   March 3, 1999.

            *10.2  Form of Option Agreement under Registrant's 1998 Stock Plan.

            10.3   Fourth Amendment and Modification Agreement to the
                   Registrant's Amended and Restated Revolving Credit Agreement
                   dated as of December 8, 1997 with BankBoston, N.A.,
                   individually and as Agent, and certain other lending
                   institutions.

            *10.4  Executive Agreement dated May 11, 1999 between the Registrant
                   and William M. Beckenbaugh.

            27.    Financial Data Schedule

            * Indicates a management contract or any compensatory plan, contract
            or arrangement required to be filed as an exhibit pursuant to Item
            14(c).

      (b)   Reports on Form 8-K     None


                                       21
<PAGE>   22
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   Hadco Corporation

Date: June 4, 1999                 By: /s/ F. Gordon Bitter
                                       -------------------------------------
                                       F. Gordon Bitter
                                       Senior Vice President and  Chief
                                       Financial Officer (principal financial
                                       officer and principal accounting officer)


                                       22