<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

 (Mark One)
           (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended January 25, 1997

                                       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 organization)                    Identification No.)

12A Manor Parkway, Salem, New Hampshire                        03079
---------------------------------------                        -----
(Address of principal executive offices)                   (Zip Code)


                            Telephone: (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 had 10,452,388 shares of Common Stock, $0.05 Par Value, outstanding
at March 7, 1997.


<PAGE>   2

                       HADCO CORPORATION AND SUBSIDIARIES

                                      INDEX

Part I.                                                          Page

         Financial Information:

         Consolidated Condensed Balance Sheets as of
          January 25, 1997 and October 26, 1996............        3

         Consolidated Condensed Statements of Operations
          for the Quarters ended January 25, 1997 and
          January 27, 1996, respectively..................
                                                                   4
         Consolidated Condensed Statements of Cash Flows
          for the Quarters ended January 25, 1997
          and January 27, 1996, respectively ..............        5

         Notes to Consolidated Condensed Financial
          Statements......................................         6
         Management's Discussion and Analysis of Results
          of Operations and Financial Condition...........        16

Part II.
         Other Information................................        28
         Signatures ......................................        29


                                        2



<PAGE>   3
<TABLE>
                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      -------------------------------------
                      (In thousands, except per share data)
                                   (unaudited)

                                     ASSETS
                                     ------

<CAPTION>
                                                 January 25,      October 26,
                                                    1997             1996
                                                 -----------      -----------

<S>                                               <C>              <C>     
Current Assets:
    Cash and cash equivalents..................   $  8,825         $ 32,786
    Short-term investments.....................      3,264            9,401
    Accounts receivable, net of allowance for
     doubtful accounts of $1,830 in 1997 and
     $1,100 in 1996, respectively..............     72,616           40,622
    Inventories................................     34,107           21,786
    Deferred tax asset.........................      7,483            7,483
    Prepaid and other expenses.................      5,607            1,483
                                                  --------         --------
         Total Current Assets..................    131,902          113,561
Property, Plant and Equipment, net.............    203,639          103,735
Deferred Tax Asset.............................      --               2,117
Acquired Intangible Assets, net................    108,699             --
Other Assets...................................      4,314               88
                                                  --------         --------
                                                  $448,554         $219,501
                                                  ========         ========

                    LIABILITIES AND STOCKHOLDERS' INVESTMENT
                    ----------------------------------------


Current Liabilities:
 Short-term debt, current portion of long-term
   debt and capital lease obligations..........   $  8,116         $  1,907
 Accounts payable..............................     69,709           42,265
 Accrued payroll and other employee benefits...     19,771           17,592
 Other accrued expenses........................     12,234            8,236
                                                  --------         --------
         Total Current Liabilities.............    109,830           70,000
                                                  --------         --------
Long-Term Debt and Capital Lease Obligations,
  net of current portion.......................    228,168            1,515
                                                  --------         --------
Deferred Tax Liability.........................     30,285            ---
                                                  --------         --------
Other Long-Term Liabilities....................      9,214            9,145
                                                  --------         --------
Commitments and Contingencies (Note 7).........
Stockholders' investment:
         Common stock, $.05 par value - 
           Authorized 25,000 shares 
           Issued and outstanding 10,444 in 1997
           and 10,382 in 1996...................       523              521
Paid-in capital.................................    32,283           30,939
Deferred compensation...........................      (209)            (240)
Retained earnings...............................    38,460          107,621
                                                  --------         --------
  Total Stockholders' Investment................    71,057          138,841
                                                  --------         --------
                                                  $448,554         $219,501
                                                  ========         ========
</TABLE>

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


                                        3


<PAGE>   4

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

<CAPTION>
                                                            Quarter Ended
                                                      --------------------------
                                                      January 25,    January 27,
                                                          1997           1996
                                                      -----------    -----------

<S>                                                   <C>            <C>        
Net Sales                                             $   111,536    $    76,481

Cost of Sales                                              86,681         56,999
                                                      -----------    -----------
         Gross Profit                                      24,855         19,482

Selling, General and
 Administrative Expenses                                    9,298          7,948

 Write-off of acquired in-process
  Research & Development                                   78,000           --
                                                      -----------    -----------

         Income (Loss) from Operations                    (62,443)        11,534

Interest Income                                               880            355

Interest Expense                                             (933)           (95)
                                                      -----------    -----------

         Income (Loss) Before Provision for Income        (62,496)        11,794
         Taxes

Provision for Income Taxes                                  6,665          4,603
                                                      -----------    -----------
         Net Income (Loss)                            $   (69,161)   $     7,191
                                                      ===========    ===========

Net Income (Loss) Per Share                           $     (6.64)   $       .65
                                                      ===========    ===========
Weighted Average Shares Outstanding                    10,413,306     11,104,375
                                                      ===========    ===========
</TABLE>

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


                                        4


<PAGE>   5


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
<TABLE>
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                    unaudited
                                    ---------
                                 (In thousands)
<CAPTION>
                                                              Quarter Ended
                                                        -------------------------
                                                        January 25,   January 27,
                                                           1997           1996
                                                         ---------     --------

<S>                                                      <C>           <C>     
Total Cash Provided by Operating Activities              $   8,331     $  9,450
                                                         ---------     --------
Cash Flows From Investing Activities:
   Net sales of short-term investments                       6,137        1,933
   Purchases of property, plant and equipment              (11,011)     (13,713)
   Proceeds from sale of property, plant and
     equipment                                                --            194
   Acquisition of Zycon Corporation, net of cash
     acquired of $2,824                                   (209,661)        --
                                                         ---------     --------
Net Cash Used In Investing Activities                     (214,535)     (11,586)
                                                         ---------     --------
Cash Flows From Financing Activities:
   Principal payments under capital lease obligations         (413)        (630)
   Principal payments of long-term debt                    (33,690)         (22)
   Proceeds from issuance of long-term debt                215,000         --
   Proceeds from exercise of stock options                     328        2,952
   Tax benefit from exercise of options                      1,018         --
                                                         ---------     --------
Net Cash Provided by Financing Activities                  182,243        2,300
                                                         ---------     --------
Net increase (decrease) in Cash and Cash Equivalents       (23,961)         164
Cash and Cash Equivalents Beginning of Period               32,786       21,307
                                                         ---------     --------

Cash and Cash Equivalents End of Period                  $   8,825     $ 21,471
                                                         =========     ========
Supplemental disclosure of cash flow information:

   Cash paid during period for:
      Interest                                           $     311     $   --
                                                         ---------     --------
      Income taxes (net of refunds)                      $     405     $  3,101
                                                         =========     ========
Acquisition of Zycon Corporation
   Fair value of assets acquired                         $ 212,509         --
   Liabilities assumed                                    (114,993)        --
   Cash paid                                              (204,885)        --
   Acquisition costs incurred                               (7,600)        --
   Write-off of acquired in-process
     research and development                               78,000         --
                                                         ---------     --------
   Goodwill                                              $ (36,969)        --
                                                         =========     ========
</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
     ------------------------------------------

     Hadco Corporation's (the "Company") principal products are complex
     multilayer rigid printed circuits and backplane assemblies. The
     consolidated financial statements reflect the application of certain
     accounting policies. For information as to the significant accounting
     policies followed by the Company and other financial and operating
     information, see this note and elsewhere in the accompanying notes to
     consolidated condensed financial statements, as well as the Company's Form
     10-K as filed with the Securities and Exchange Commission ("SEC") on
     January 9, 1997, Form S-3 as amended and filed with the SEC on February 19,
     1997 and Form 8-K/A as filed with the SEC on February 14, 1997. These
     financial statements should be read in conjunction with the financial
     statements included in the above-referenced SEC filings.


     Short-Term Investments
     ----------------------

<TABLE>
     The Company's investments in held-to-maturity securities are as follows:

                                          (in thousands)
<CAPTION>
                                  January 25,            October 26,
                                     1997                  1996
                              ------------------     -----------------
                                           Fair                  Fair
                                          Market                Market
                               Cost        Value      Cost       Value         Maturity
                               ----        -----      ----       -----         --------
<S>                           <C>         <C>        <C>        <C>         <C>   
US Government Securities      $1,000      $  999     $1,000     $  999      Within 1 year
State and Local Securities     2,264       2,264      5,270      5,271      Within 1 year
Corporate Debt Securities        ---         ---      3,131      3,069      Within 1 Year
                              ------      ------     ------     ------

                              $3,264      $3,263     $9,401     $9,339
                              ======      ======     ======     ======
</TABLE>


     Foreign Currency Translation
     ----------------------------

     The functional currency of the Company's Malaysian subsidiary is the United
     States dollar. Accordingly, all translation gains and losses resulting from
     transactions denominated in currencies other than United States dollars are
     included in the consolidated statements of operations. To date, the
     resulting gains and losses have not been material.

     Reclassification
     ----------------

     The Company has reclassified certain prior year information to conform with
     the current year's presentation.


                                        6



<PAGE>   7

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)
                                   -----------

     Interim Financial Statements
     ----------------------------

     The accompanying consolidated balance sheet as of January 25, 1997, and the
     consolidated statements of operations and cash flows for the three-month
     periods ended January 27, 1996 and January 25, 1997 are unaudited but, in
     the opinion of management, include all adjustments (consisting of normal,
     recurring adjustments) necessary for a fair presentation of results for
     these interim periods. The results of operations for the three months ended
     January 25, 1997 are not necessarily indicative of results to be expected
     for the entire year.

     Net Income (Loss) Per Share
     ---------------------------

     Net Income Per Share was computed based on the weighted average number of
     common and common equivalent shares outstanding during each year. Common
     equivalent shares include outstanding stock options. Fully diluted net
     income (loss) per share has not been separately presented as it would not
     be materially different from net income (loss) per share as presented.

2.   Acquisition of Zycon
     --------------------

     On January 10, 1997, the Company acquired substantially all of the
     outstanding common stock of Zycon Corporation ("Zycon"). The acquisition
     was financed by a new bank credit facility of up to $250,000,000, of which
     the Company borrowed approximately $215,000,000, upon consummation of the
     acquisition (see Note 5). The acquisition is being accounted for as a
     purchase in accordance with APB Opinion No. 16, and accordingly, Zycon's
     operating results from January 10, 1997 are included in the accompanying
     consolidated financial statements.

     In accordance with APB Opinion No. 16, the Company has allocated the
     purchase price based on the fair value of assets acquired and liabilities
     assumed. A significant portion of the purchase price, as described below,
     has been identified in an independent appraisal as intangible assets using
     proven valuation procedures and techniques, including approximately
     $78,000,000 of in-process research and development ("in-process R&D").
     Acquired intangibles include developed technology, customer relationships,
     assembled workforce and trade names/trademarks. These intangibles are being
     amortized over their estimated useful lives of 12 to 30 years.



                                        7



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


2.   Acquisition of Zycon (Continued)
     --------------------------------
 
     The portion of the purchase price allocated to the in-process R&D projects
     that did not have a future alternative use totaled $78,000,000 and was
     charged to expense as of the acquisition date. Due to a difference in the
     bases of certain assets for financial statement and income tax purposes,
     deferred income taxes of $28,800,000 have been provided as part of the
     purchase price allocation in accordance with SFAS No. 109.

<TABLE>
     The aggregate purchase price of $212,485,000, including acquisition costs,
     was allocated as follows:

<CAPTION>
                                                         (in thousands)
                                                           ---------
     <S>                                                   <C>      
     Current Assets....................................... $  41,790
     Property, plant and equipment........................    95,193
     Acquired intangibles.................................    72,000
     In-process R&D.......................................    78,000
     Other assets.........................................     3,526
     Goodwill.............................................    36,969
     Liabilities assumed..................................  (114,993)
                                                           ---------
                                                           $ 212,485
                                                           =========
</TABLE>

<TABLE>
     Unaudited pro forma operating results for the Company, assuming the
     acquisition of Zycon occurred on October 29, 1995 are as follows:

<CAPTION>
                                         Three Months Ended
                                         ------------------
                                     (in thousands, except per
                                            share data)
                                   January 25,      January 27,
                                      1997              1996
                                    --------         --------

     <S>                            <C>              <C>     
     Net sales...................   $172,547         $129,901
     Net Income..................      8,275            8,167
     Net Income per share........   $    .76         $    .74
</TABLE>


     For purposes of these pro forma operating results, the in-process R&D was
     assumed to have been written off prior to October 29, 1995, so that the
     operating results presented include only recurring costs.


                                        8


<PAGE>   9
                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)
                                   -----------


3.   Inventories
     -----------

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

<CAPTION>
                                    January 25,     October 26,
                                       1997            1996
                                    -----------     -----------

     <S>                              <C>             <C>    
     Raw Material...................  $12,668         $ 8,008
     Work-in-process................   21,439          13,778
                                      -------         -------
                                      $34,107         $21,786
                                      =======         =======
</TABLE>

4.   Intangible Assets
     -----------------
 
<TABLE>
     The Company assesses the realizability of its acquired intangible assets in
     accordance with SFAS No.121, Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to be Disposed of. Under SFAS No. 121, the
     Company is required to assess the valuation of its long-lived assets,
     including intangible assets, based on the estimated cash flows to be
     generated by such assets. Intangible assets are amortized on a
     straight-line basis, based on their estimated lives, as follows:

<CAPTION>
                                           Estimated     January 25,
                                             Life           1997
                                            --------     -----------
                                                            (in
                                                         thousands)
     <S>                                    <C>          <C>     
     Developed technology...............    12 years     $ 30,000
     Customer relations.................    25 years       19,000
     Assembled workforce................    12 years       10,000
     Trade names/trademarks.............    30 years       13,000
     Goodwill...........................    20 years       36,969
                                                         --------
                                                          108,969
     Less -- Accumulated amortization...                     (270)
                                                         --------
                                                         $108,699
                                                         ========
</TABLE>


                                        9


<PAGE>   10

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)
                                   -----------

5.   Lines of Credit
     ---------------
 
     Prior to the acquisition of Zycon discussed in Note 2, the Company had an
     unsecured Revolving Credit and Term Loan Agreement with a bank. The
     agreement provided for up to $15,000,000 in revolving credit until June 30,
     1997. The Company could designate the rate of interest at either the
     Eurodollar Rate plus 0.6%, or the bank's base rate. As of October 26, 1996,
     no amounts were outstanding under this line of credit.

     In connection with the Zycon acquisition discussed in Note 2, the Company
     entered into a $250,000,000 unsecured Revolving Credit Agreement (the
     "Agreement") with a bank, replacing the previous $15,000,000 agreement
     described above. The Agreement provides for direct borrowings or letters of
     credit and expires January 8, 2002. Borrowings under the Agreement bear
     interest, at the Company's option, at either; (i) the Eurodollar rate plus
     a margin ranging between .5% and 1.125%, based on a certain financial ratio
     of the Company, or (ii) the Base Rate, as defined. The Company is required
     to pay a quarterly commitment fee ranging from .2% to .375%, based on a
     certain financial ratio of the Company, of the unused commitment under the
     Agreement. If the Company obtains certain debt financing, as defined, the
     bank may require the Company to repay up to $150,000,000 of amounts
     outstanding under the Agreement. At January 25, 1997, borrowings of
     $215,000,000 were outstanding under the agreement at a weighted average
     interest rate of 6.68%.

     The Agreement places several restrictions on the Company, including
     limitations on mergers, acquisitions and sales of a substantial portion of
     its assets, as well as certain limitations on liens, guarantees, additional
     borrowings, changes in the Company's capitalization, as defined, and
     investments. The Agreement also requires the Company to maintain certain
     financial covenants, including minimum levels of consolidated net worth, a
     maximum ratio of funded debt to EBITDA, maximum capital expenditures and
     interest coverage, as defined, during the term of the Agreement. At January
     25, 1997, the Company was in compliance with all loan covenants.

     The Company has a line of credit arrangement with a Malaysian bank
     denominated in Malaysian ringgits and U.S. dollars for aggregate borrowings
     of approximately $4.4 million for the purpose of acquiring land, facilities
     and equipment for the Company's Malaysian subsidiary. The arrangement is
     renewable annually. At January 25, 1997, there was $2,929,000 outstanding
     under this arrangement at a weighted average interest rate of approximately
     10%.



                                       10


<PAGE>   11

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
        ----------------------------------------------------------------
                                   (unaudited)
                                   -----------


6.   Long-Term Debt
     --------------
 
<TABLE>
     Long-term debt consists of the following:
                                                    (in thousands)
                                                    --------------

<CAPTION>
                                               January 25,   October 26,
                                                  1997          1996
                                               -----------   -----------
     <S>                                        <C>            <C>    
     Loan agreements in connection with 
      the expansion of a building. The
      loans bear interest at rates from 
      1% to 7% through March 2011 and are
      collateralized by property and an 
      irrevocable letter of credit.
      Payments of principal and
      interest are due quarterly.               $    893       $   916

     Revolving credit agreement (Note 5)         215,000           ---

     Loan agreements in connection with
      the purchase of manufacturing
      equipment.  The loans bear
      interest at 7.17% to 11.37%, are
      payable in monthly installments
      of principal and interest through
      June 2001, and are collateralized
      by machinery and equipment                  15,331           ---

     Line of credit arrangement with a
      Malaysia bank (Note 5)                       2,929           ---

     Obligations under capital leases              2,131         2,506
                                                --------       -------
                                                 236,284         3,422
     Less--Current portion                         8,116         1,907
                                                --------       -------
                                                $228,168       $ 1,515
                                                ========       =======
</TABLE>


7.   Environmental matters
     ---------------------

     During March 1995, the Company received a Record of Decision ("ROD") from
     the New York State Department of Environmental Conservation ("NYSDEC"),
     regarding soil and groundwater contamination at its Owego, New York
     facility. Based on a Remedial Investigation and Feasibility Study ("RIFS")
     for apparent on-site contamination at that facility and a Focused
     Feasibility Study ("FFS"), each prepared by environmental consultants of
     the Company, the NYSDEC has approved a remediation program of groundwater
     withdrawal and treatment and interactive soil flushing. The Company
     recently executed a



                                       11


<PAGE>   12


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
        ----------------------------------------------------------------
                                   (Unaudited)
                                   -----------


7.   Environmental matters (continued)
     --------------------------------- 

     Modification of the Order on Consent to implement the approved ROD. The
     cost, based upon the FFS, to implement this remediation is estimated to be
     $4.6 million, and is expected to be expended as follows: $260,000 for
     capital equipment and $4.3 million for operation and maintenance costs
     which will be incurred and expended over the estimated life of the program
     of 30 years. NYSDEC has requested that the Company consider taking
     additional samples from a wetland area near the Company's Owego facility.
     Analytical reports of earlier sediment samples indicated the presence of
     certain inorganics. There can be no assurance that the Company and/or other
     third parties will not be required to conduct additional investigations and
     remediation at that location, the costs of which are currently
     indeterminable due to the numerous variables described in the fifth
     paragraph of this Environmental Matters note.

     From 1974 to 1980, the Company operated a printed circuit manufacturing
     facility in Florida as a lessee of property that is now the subject of a
     pending lawsuit (the "Florida Lawsuit") and investigation by the Florida
     Department of Environmental Protection ("FDEP"). On June 9, 1992, the
     Company entered into a Cooperating Parties Agreement in which it and Gould,
     Inc., another prior lessee of the site, have agreed to fund certain
     assessment and feasibility study activities at the site, and an
     environmental consultant has been retained to perform such activities. The
     cost of such activities is not expected to be material to the Company. In
     addition to the Cooperating Parties Agreement, Hadco and others are
     participating in alternative dispute resolution regarding the site with an
     independent mediator. In connection with the mediation, in February 1997
     the FDEP presented computer-generated estimates of remedial costs, for
     activities expected to be spread over a number of years that ranged from
     approximately $3.3 million to $9.7 million. Mediation sessions were
     conducted in March 1992 but have been suspended during the ongoing
     assessment and feasibility activities. Management believes it is likely
     that it will participate in implementing a continuing remedial program for
     the site, the costs of which are currently unknown. Also see the seventh
     paragraph of this Environmental Matters note relating to the Company's
     having been named as a third-party defendant in the Florida Lawsuit.

     The Company has commenced the operation of a groundwater extraction system
     at its Derry, New Hampshire facility to address certain groundwater
     contamination and migration control issues. Because of the uncertainty
     regarding both the quantity of contaminants beneath

                                       12


<PAGE>   13


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
        ----------------------------------------------------------------
                                   (Unaudited)
                                   -----------


7.   Environmental matters (continued)
     ---------------------------------

     the building at the site and the long-term effectiveness of the groundwater
     migration control system the Company has installed, it is not possible to
     make a reliable estimate of the length of time remedial activity will have
     to be performed. However, it is anticipated that the groundwater extraction
     system will be operated for at least 30 years. There can be no assurance
     that the Company will not be required to conduct additional investigations
     and remediation relating to the Derry facility. The total costs of such
     groundwater extraction system and of conducting any additional
     investigations and remediation relating to the Derry facility are not fully
     determinable due to the numerous variables described in the fifth paragraph
     of this Environmental Matters note.

     Included in selling, general and administrative (SG&A) expenses are charges
     for actual expenditures and accruals, based on estimates, for environmental
     matters. During fiscal 1996 and for the three months ended January 25,
     1997, the Company made, and charged to SG&A expenses, actual payments of
     approximately $680,000 and $70,000, respectively, for environmental
     matters. In 1996, the Company also accrued and charged to SG&A expenses
     approximately $1,825,000 as a cost estimate for environmental matters.

     The Company accrues estimated costs associated with known environmental
     matters, when such costs can be reasonably estimated. The cost estimates
     relating to future environmental clean-up are subject to numerous
     variables, the effects of which can be difficult to measure, including the
     stage of the environmental investigations, the nature of potential
     remedies, possible joint and several liability, the magnitude of possible
     contamination, the difficulty of determining future liability, the time
     over which remediation might occur, and the possible effect of changing
     laws and regulations. The total reserve for environmental matters currently
     identified by the Company amounted to $10.0 million at October 26, 1996 and
     January 25, 1997. The current portion of these costs as of October 26, 1996
     and January 25, 1997, amounted to approximately $900,000 in each period,
     and is included in Other accrued expenses. The long-term portion of these
     costs amounted to approximately $9.1 million and $9.2 million as of October
     26, 1996 and January 25, 1997, respectively, and is reported under the
     caption Other Long-Term Liabilities. Based on its assessment at the current
     time, management estimates the cost of ultimate disposition of the above
     known environmental matters to range from approximately $7.0 million to
     $12.0 million, and is expected to be spread over a number of years.
     Management believes the ultimate disposition of the above known
     environmental matters will not have a material adverse effect

                                       13


<PAGE>   14

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
        ----------------------------------------------------------------
                                   (Unaudited)
                                   -----------


7.   Environmental matters (continued)
     ---------------------------------
 
     on 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.

     The Company is one of 33 entities which have been named as potentially
     responsible parties in a lawsuit pending in the federal district court of
     New Hampshire concerning environmental conditions at the Auburn Road,
     Londonderry, New Hampshire landfill site. Local, state and federal entities
     and certain other parties to the litigation seek contribution for past
     costs, totaling approximately $20 million, allegedly incurred to assess and
     remedy the Auburn Road site. In December 1996, following publication and
     comment period, the U.S. Environmental Protection Agency ("EPA") amended
     the ROD to change the remedy at the Auburn Road site from active
     groundwater remediation to future monitoring. Other parties to the lawsuit
     also allege that future monitoring will be required. The Company is
     contesting liability, but is participating in mediation with 27 other
     parties in an effort to resolve the lawsuit.

     In connection with the Florida Lawsuit (as described in the second
     paragraph of this Environmental Matters section), pending the Circuit Court
     of Broward County, Florida, Hadco and Gould, Inc., another prior lessee of
     the site of the printed circuit manufacturing facility in Florida, was each
     served with a third-party complaint in June 1995, as third-party defendants
     in such pending Florida Lawsuit by a party who had previously been named as
     a defendant when the Florida Lawsuit was commenced in 1993 by the FDEP. The
     Florida Lawsuit seeks damages relating to environmental pollution and FDEP
     costs and expenses, civil penalties, and declaratory and injunctive relief
     to require the parties to complete assessment and remediation of soil and
     groundwater contamination. The other parties include alleged owners of the
     property.

     In March 1993, the EPA notified Zycon of its potential liability for
     maintenance and remediation costs in connection with a hazardous waste
     disposal facility operated by Casmalia Resources, a California Limited
     Partnership, in Santa Barbara County, California. The EPA identified Zycon
     as one of the 65 generators which had disposed the greatest amounts of
     materials at the site. Based on the total tonnage contributed by all
     generators, Zycon's share is estimated at approximately 0.2% of the total
     weight.

     The Casmalia site was regulated by the EPA during the period when the
     material was accepted. There is no allegation that Zycon

                                       14


<PAGE>   15

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
        ----------------------------------------------------------------
                                   (Unaudited)
                                   -----------


7.   Environmental matters (continued)
     ---------------------------------

     violated any law in the disposal of material at the site, rather the EPA's
     actions stemmed from the fact that Casmalia Resources may not have the
     financial means to implement a closure plan for the site and because of
     Zycon's status as a generator of hazardous waste.

     In September 1996, a Consent Decree among the EPA and 48 entities
     (including Zycon) acting through the Casmalia Steering Committee ("CSC")
     was lodged with the United States District Court in Los Angeles,
     California, which must approve the agreement. Although this approval is
     pending, work has started under the Consent Decree. The Consent Decree sets
     forth the terms and conditions under which the CSC will carry out work
     aimed at final closure of the site. Certain closure activities will be
     performed by the CSC. Later work will be performed by the CSC, if funded by
     other parties. Under the Consent Decree, the settling parties will work
     with the EPA to pursue the non-settling parties to ensure they participate
     in contributing to the closure and long-term operation and maintenance of
     the facility.

     The future costs in connection with the lawsuits described in the above
     paragraphs are currently indeterminable due to such factors as the unknown
     timing and extent of any future remedial actions which may be required, the
     extent of any liability of the Company and of other potentially responsible
     parties, and the financial resources of the other potentially responsible
     parties. Management currently believes, based on the facts currently known
     to it, that it is probable that the ultimate dispositions of the above
     lawsuits will not have a material adverse effect on the Company's business
     and financial condition; however, there can be no assurance that this will
     be the case.

8.   Subsequent Event
     ----------------

     On February 19,1997, the Company filed a Registration Statement on Form S-3
     with the Securities and Exchange Commission, in connection with the
     Company's intent to issue and sell 2,000,000 shares of its Common Stock and
     to issue and sell $100,000,000 of Convertible Subordinated Notes due 2004.


                                       15


<PAGE>   16


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for the historical information contained herein, the matters discussed
below or elsewhere in this quarterly report including, without limitation,
"Environmental Matters," are forward-looking statements that involve risks and
uncertainties. Any forward-looking statements should be considered in light of
the factors described below under "Factors That May Affect Future Results."
Actual results may vary materially from those projected, anticipated or
indicated in any forward-looking statements. In this quarterly report, the words
"anticipates," "believes," "expects," "intends'" "future'" "could'" and similar
words or expressions (as well as other words or expressions referencing future
events, conditions or circumstances) identify forward-looking statements.

RESULTS OF OPERATIONS
---------------------

First Quarter
-------------

Net sales for the three months ended January 25, 1997 increased 45.8% over net
sales for the three months ended January 27, 1996. The increase resulted from
several factors including the acquisition of Zycon, which added $11.6 million to
printed circuit net sales after January 10, 1997, and an increase in both
backplane assembly and printed circuit net sales excluding Zycon. Backplane
assembly net sales increased due to higher product volume and shipments. Printed
circuit net sales increased due to higher production volume and shipments and a
shift toward products with more layers and greater densities. The increase in
printed circuit net sales was partially offset by a decrease in average pricing
of 3.2%. Net sales from backplane assemblies increased to 16.3% of total net
sales, from 10.5% in the first three months of fiscal 1996.

The gross profit margin decreased to 22.3% in the three months ended January 25,
1997 from 25.5% in the comparable period in fiscal 1996. The decrease resulted
from increased investment in new capacity at certain facilities, lower overall
gross margins from the Zycon operations (including ongoing start-up expenses
associated with the volume production facility in Malaysia) and the change in
product mix related to the increase in backplane assembly operations.

Selling, general and administrative (SG&A) expenses, as a percent of net sales,
decreased to 8.3% in the three months ended January 25, 1997 from 10.4% in the
comparable period of fiscal 1996, due to increased net sales and the fixed
nature of the Company's SG&A expenses.

Income from operations for the three months ended January 25, 1997 was reduced
by $78 million due to a non-recurring write-off relating to acquired in-process
research and development recorded in connection with the Zycon acquisition. The
remaining goodwill and purchased intangibles will be amortized over 12 to 30
years, with an average amortization period of 17 years, which will reduce income
from operations by approximately $1.6 million per fiscal quarter. For the three
months ended January 25, 1997, income from operations was reduced by goodwill

                                       16


<PAGE>   17


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

First Quarter (Continued)
-------------------------

and purchased intangibles amortization of $270,000, which represented the
amortization for the 15 day period following the Zycon acquisition.

Excluding the non-recurring write-off of $78 million for acquired in-process
research and development, operating margins decreased slightly to 13.9% for the
three months ended January 25, 1997 from 15.1% in the comparable period in
fiscal 1996, primarily as a result of the same factors affecting gross profit
margins, and of goodwill amortization from the Zycon acquisition.

Interest income increased in the three months ended January 25, 1997 as compared
to the three months ended January 27, 1996, due to higher daily average cash
balances available for investing. Interest expense increased in the three months
ended January 25, 1997 as compared to the three months ended January 27, 1996,
due to an increase in outstanding debt as as a result of the Zycon acquisition.

The Company includes in SG&A expenses charges for actual expenditures and
accruals, based on estimates, for environmental matters. To the extent and in
amounts Hadco believes circumstances warrant, it will continue to accrue and
charge to SG&A expenses cost estimates relating to environmental matters. 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. See
Note 7 of Notes to the Company's Consolidated Condensed Financial Statements.

The Company believes that excess capacity may exist in the printed circuit and
electronic assembly industries, as well as fluctuating growth rates in the
electronics industry as a whole. Both factors could have a material adverse
effect on future orders and pricing. The Company also believes that the
potential exists for a shortage of materials in such industries, which could
have a material adverse effect on future unit costs.

Income Taxes
------------

In accordance with generally accepted accounting principles, the Company
provides for income taxes on an interim basis, using its effective annual income
tax rate. Although the Company has incurred a loss before income taxes during
the three months ended January 25, 1997, the Company has recorded an income tax
provision because the write-off of acquired in-process research and development
is not deductible for income tax purposes. Without taking into consideration the
write-off of acquired in-process research and development, the Company
anticipates an effective


                                       17


<PAGE>   18

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income Taxes (Continued)
------------------------

annual income tax rate for fiscal 1997 of 43%, which is more than the expected
combined federal and state statutory rates. This difference is caused primarily
by anticipated losses incurred by the Company's Malaysian volume production
facility which are not tax deductible. These items are partially offset by tax
advantaged investment income, the tax benefit of the Company's foreign sales
corporation and various state investment tax credits. The effective tax rate for
fiscal 1997 is based on current tax laws.

Liquidity and Capital Resources
-------------------------------

At January 25, 1997, the Company had working capital of approximately $22.1
million and a current ratio of 1.20, compared to working capital of
approximately $41.7 million and a current ratio of 1.79 at January 27, 1996.
Cash, cash equivalents and short-term investments at January 25, 1997 were
approximately $12.1 million, a decrease of $22.6 million from approximately
$34.7 million at January 27, 1996.

In January 1997, the Company obtained a senior revolving credit loan facility
for up to $250 million from The First National Bank of Boston (the "Credit
Facility") (i) primarily to finance the purchase of the shares of Common Stock
of Zycon pursuant to the tender offer completed by the Company on January 10,
1996. (ii) to refinance Zycon's existing bank credit agreements, and (iii) for
working capital and other general corporate purposes. Interest on loans
outstanding under the Credit Facility is, at the Company's election, payable to
either (1) the higher of the lender's base rate or a floating rate equal to 1.5%
over the prevailing U.S. federal funds rate, or (2) a Eurodollar Rate, which is
a fixed rate equal to an applicable Eurodollar rate margin plus the prevailing
Eurodollar rate of interest periods of one, two, three or six months. At January
25, 1997, $215 million was outstanding under the Credit Facility. The Credit
Facility will terminate in five years. The Company currently expects that a
majority of any net proceeds that may be received if and when the proposed
Common Stock and Convertible Subordinated Note offering filed with the
Securities and Exchange Commission on February 19, 1997 is completed would be
used to repay a portion of the outstanding balance on the Credit Facility.

The Company believes its existing working capital and borrowing capacity,
coupled with the funds generated from the Company's operations, and any sales of
securities, will be sufficient to fund its anticipated working capital, capital
expenditure and debt payment requirements through fiscal 1997. Because the
Company's capital requirements cannot be predicted with certainty, however,
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.

                                       18


<PAGE>   19


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Factors That May Affect Future Results
--------------------------------------

The Company operates in a changing environment that involves a number of risks,
some of which are beyond the Company's control. The following discussion
highlights some of these risks.

Dependence on Electronics Industry
----------------------------------

The Company's principal customers are electronics OEMs and contract
manufacturers in the computing (mainly workstations, servers, mainframes,
storage and notebooks), data communications/telecommunications and industrial
automation industries, including process controls, automotive, medical and
instrumentation. These industry segments, and the electronics industry as a
whole, are characterized by intense competition, relatively short product
life-cycles and significant fluctuations in product demand. In addition, the
electronics industry is generally subject to rapid technological change and
product obsolescence. Discontinuance or modifications of products containing
components manufactured by the Company could have a material adverse effect on
the Company's business, financial condition and results of operations. Further,
the electronics industry is subject to economic cycles and has in the past
experienced, and is likely in the future to experience, recessionary periods. A
recession or any other event leading to excess capacity or a downturn in the
electronics industry would likely result in intensified price competition,
reduced gross margins and a decrease in unit volume, all of which would have a
material adverse effect on the Company's business, financial condition and
results of operations.

Fluctuations in Quarterly Operating Results
-------------------------------------------

The Company's quarterly operating results have varied and may continue to
fluctuate significantly. At times in the past, the Company's net sales and net
income have decreased from the prior quarter. Operating results are affected by
a number of factors, including the timing and volume of orders from and
shipments to customers relative to the Company's manufacturing capacity, level
of product and price competition, product mix, the number of working days in a
particular quarter, trends in the electronics industry and general economic
factors. In recent years, the Company's gross margins have varied primarily as a
result of capacity utilization, product mix, lead times, volume levels and
complexity of customer orders. There can be no assurance that the Company will
be able to manage the utilization of manufacturing capacity or product mix in a
manner that would maintain or improve gross margins or the Company's business,
financial condition and results of operations. The timing and volume of orders
placed by the Company's customers vary due to customer attempts to manage
inventory, changes in customers' manufacturing strategies and variation in
demand for customer products.

                                       19


<PAGE>   20


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Fluctuations in Quarterly Operating Results (Continued)
-------------------------------------------------------

An interruption in manufacturing resulting from shortages of parts or equipment,
fire, earthquake or other natural disaster, equipment failure or otherwise would
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company's expense levels are relatively fixed and
are based, in part, on expectations of future revenues. Consequently, if revenue
levels are below expectations, this occurrence is likely to materially adversely
affect the Company's business, financial condition and results of operations.
Results of operations in any period are not necessarily indicative of the
results to be expected for any future period. Due to all of the foregoing
factors, it is possible that in some future quarter the Company's operating
results may be below the expectations of public market analysts and investors.
Such an event could have a material adverse effect on the price of the Company's
securities.

Variability of Orders
---------------------

The level and timing of orders placed by the Company's customers vary due to a
number of factors, including customer attempts to manage inventory, changes in
the customers' manufacturing strategies and variation in demand for customer
products due to, among other things, technological change, new product
introductions, product life-cycles, competitive conditions or general economic
conditions. Since the Company generally does not obtain long-term purchase
orders or commitments from its customers, it must anticipate the future volume
of orders based on discussions with its customers. A substantial portion of
sales in a given quarter may depend on obtaining orders for products to be
manufactured and shipped in the same quarter in which those orders are received.
The Company relies on its estimate of anticipated future volumes when making
commitments regarding the level of business that it will seek and accept, the
mix of products that it intends to manufacture, the timing of production
schedules and the levels and utilization of personnel and other resources. A
variety of conditions, both specific to the individual customer and generally
affecting the customer's industry, may cause customers to cancel, reduce or
delay orders that were previously made or anticipated. A significant portion of
the Company's released backlog at any time may be subject to cancellation or
postponement without penalty. The Company cannot assure the timely replacement
of canceled, delayed or reduced orders. Significant or numerous cancellations,
reductions or delays in orders by a customer or group of customers could
materially adversely affect the Company's business, financial condition and
results of operations.

Acquisitions
------------

The Company acquired 100% of the capital stock of Zycon, a manufacturer of
electronic interconnect products, on January 10, 1997 (the "Zycon acquisition").
Zycon currently operates as a wholly-owned subsidiary of the Company. The
Company has limited experience in integrating acquired

                                       20


<PAGE>   21


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Acquisitions (Continued)
------------------------

companies or technologies into its operations. Therefore, there can be no
assurance that the Company will operate the acquired business profitably during
the next year or in the future. Contemporaneous with the Zycon acquisition, nine
senior management personnel of Zycon were terminated. There can be no assurance
that the Company will not be materially adversely affected by such terminations
or that the Company will be able to retain key personnel at Zycon. Accordingly,
operating expenses associated with the acquired business may have a material
adverse effect on the Company's business, financial condition and results of
operations in the future.

The Company may from time to time pursue the acquisition of other companies,
assets, products or technologies. The Company may incur additional indebtedness
in connection with a future business acquisition, and the incurrence of
substantial amounts of debt in connection with future acquisitions could
increase the risk of the Company's operations. If the Company's cash flow and
existing working capital are not sufficient to fund its general working capital
requirements or to service its indebtedness, the Company would have to raise
additional funds through the sale of its equity securities, the refinancing of
all or part of its indebtedness or the sale of assets or subsidiaries. There can
be no assurance that any of these sources of funds would be available in amounts
sufficient for the Company to meet its obligations. The cost of debt financing
may also impair the ability of the Company to maintain adequate working capital
or to make future acquisitions. In addition, the issuance of additional shares
of Common Stock in connection with future acquisitions could be dilutive to
existing investors. Acquisitions involve a number of operating risks that could
materially adversely affect the Company operating results, including the
diversion of management's attention to assimilate the operations, products and
personnel of the acquired companies, the amortization of acquired intangible
assets, and the potential loss of key employees of the acquired companies.
Furthermore, acquisitions may involve business in which the Company lacks
experience. There can be no assurance that the Company will be able to manage
one or more acquisitions successfully, or that the Company will be able to
integrate the operations, products or personnel gained through any such
acquisitions without a material adverse effect on the Company's business,
financial condition and results of operations.

Competition
-----------

The electronic interconnect industry is highly fragmented and characterized by
intense competition. The Company believes that it major competitors are the
large U.S. and international independent and captive producers that also
manufacture multilayer printed circuits and provide backplane and other
electronic assemblies. Some of these competitors have significantly greater
financial, technical and marketing resources, greater name recognition and a
larger installed customer base than the

                                       21


<PAGE>   22

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Competition (Continued)
-----------------------

Company. In addition, these competitors may have the ability to respond more
quickly to new or emerging technologies, may adapt more quickly to changes in
customer requirements and may devote greater resources to the development,
promotion and sale of their products than the Company.

During periods of recession or economic slowdown in the electronics industry and
other periods when excess capacity exists, electronics OEMs become more price
sensitive, which could have a material adverse effect on interconnect pricing.
In addition, the Company believes that price competition from printed circuit
manufacturers in Asia and other locations with lower production costs may play
an increasing role in the printed circuit markets in which the Company competes.
The Company's basic interconnect technology is generally not subject to
significant proprietary protection, and companies with significant resources or
international operation may enter the market. Increased competition could result
in price reductions, reduced margins or loss of market share, any of which could
materially adversely affect the Company's business, financial condition and
results of operations. The demand for printed circuits has continued to be
affected by the development of smaller, more powerful electronic components
requiring less printed circuit area. Expansion of the Company's existing
products or services could expose the Company to new competition. Moreover, new
developments in the electronics industry could render existing technology
obsolete or less competitive and could potentially introduce new competition
into the industry. There can be no assurance that the Company will continue to
compete successfully against present and future competitors or that competitive
pressures faced by the Company will not have a material adverse effect on the
Company's business, financial condition and results of operations.

Technological Change, Process Development and Process Disruption
----------------------------------------------------------------

The market for the Company's products and services is characterized by rapidly
changing technology and continuing process development. The future success of
the Company's business will depend in large part upon its ability to maintain
and enhance its technological capabilities, develop and market products and
services that meet changing customer needs and successfully anticipate or
respond to technological changes, on a cost-effective and timely basis. In
addition, the electronic interconnect industry could in the future encounter
competition from new technologies that render existing electronic interconnect
technology less competitive or obsolete, including technologies that may reduce
the number of printed circuits required in electronic components. There can be
no assurance that the Company will effectively respond to the technological
requirements of the changing market. To the extent the Company determines that
new technologies and equipment are required to remain competitive, the
development, acquisition and implementation of such technologies and equipment
are likely to continue to require

                                       22


<PAGE>   23

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Technological Change, Process Development, etc. (Continued)
-----------------------------------------------------------

significant capital investment by the Company. There can be no assurance that
capital will be available for this purpose in the future or that investments in
new technologies will result in commercially viable technological processes or
that there will be commercial applications for these technologies. Moreover, the
Company's business involves highly complex manufacturing processes that have in
the past and could in the future be subject to periodic failure or disruption.
Process disruptions can result in delays in certain product shipments. There can
be no assurance that failure or disruptions will not occur in the future. The
loss of revenue and earnings to the Company from such a technological change,
process development or process disruption, as well as any disruption of the
Company's operations resulting from a natural disaster such an earthquake, fire
or flood, could have a material adverse effect on the Company's business,
financial condition, and results of operations.

Malaysia Facility
-----------------

Zycon recently completed construction of a volume manufacturing facility for
printed circuits in Malaysia. Hadco's management has no experience in operating
foreign manufacturing facilities, and there can be no assurance that the Company
will be able to operate the new facility on a profitable basis. The Company
expects that the Malaysia facility will incur operating losses during future
quarters of operations as a result of various factors, including, without
limitation, initial operating inefficiencies, other start-up costs, and price
competition for the products which the Company intends to produce at the new
facility. Losses incurred in its Malaysia operations will not be deductible for
United States income tax purposes. International operations are also subject to
a number of risks, including unforeseen changes in regulatory requirements,
exchange rates, tariffs and other trade barriers, misappropriation of
intellectual property, currency fluctuations, and political and economic
instability.

Customer Concentration
----------------------

During the past several years, the Company's sales to a small number of its
customers have accounted for a significant percentage of the Company's annual
net sales. During fiscal 1994, 1995 and 1996, the Company's ten largest
customers accounted for approximately 48%, 46% and 48% of net sales,
respectively, and 43% in fiscal 1996 on a pro forma basis including Zycon. In
fiscal 1996, Sun Microsystems accounted for approximately 10% of the net sales
of the Company (including Zycon). Given the Company's strategy of developing
long-term relationships with high growth companies, the Company's dependence on
a number of its most significant customers may increase. There can be no
assurance that the Company will be able to identify, attract and retain
customers with high growth rates or that the customers that it does attract and
retain will continue to grow. Although there can be no assurance that the
Company's


                                       23


<PAGE>   24


                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Customer Concentration (Continued)
----------------------------------

principal customers will continue to purchase products and services from the
Company at current levels, the Company expects to continue to depend upon its
principal customers for a significant portion of its net sales. The loss of or
decrease in orders from one or more major customers could have a material
adverse effect on the Company's business, financial condition and results of
operations.

Manufacturing Capacity
----------------------

   The Company believes its long-term competitive position depends in part on
its ability to increase manufacturing capacity. The Company may obtain such
additional capacity through acquisitions or expansion of its current facilities.
Either approach would require substantial additional capital, and there can be
no assurance that such capital will be available from cash generated by current
operations. Further, there can be no assurance that the Company will be able to
acquire sufficient capacity or successfully integrate and manage such additional
facilities. In addition, the Company's expansion of its manufacturing capacity
has significantly increased and will continue to significantly increase its
fixed costs, and the future profitability of the Company will depend on its
ability to utilize its manufacturing capacity in an effective manner. The
failure to obtain sufficient capacity or to successfully integrate and manage
additional manufacturing facilities could adversely impact the Company's
relationships with its customers and materially adversely affect the Company's
business, financial condition and results of operations. The Company has a large
manufacturing facility in Santa Clara, California, and an earthquake or other
natural disaster in that area that results in an interruption of manufacturing
at such facility would have a material adverse effect on the Company's business,
financial condition and results of operations.

Management of Growth
--------------------

The Company has initiated significant expansion, including geographic expansion,
of its operations, which has placed, and will continue to place, significant
demands on the Company's management, operational, technical and financial
resources. These demands are compounded by the Zycon acquisition. The Company
expects that expansion will require additional management personnel and the
development of further expertise by existing management personnel. The Company's
ability to manage growth effectively, particularly given the increasing scope of
its operations, will require it to continue to implement and improve its
operational, financial and management information systems as well as to further
develop the management skills of its managers and supervisors and to train,
motivate and manage its employees. The Company's failure to effectively manage
future growth, if any, could have a material adverse

                                       24


<PAGE>   25

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Management of Growth (Continued)
--------------------------------

effect on the Company's business, financial condition and results of operations.
Competition for personnel is intense, and there can be no assurance that the
Company will be able to attract, assimilate or retain additional highly
qualified employees in the future, especially engineering personnel. The failure
to hire and retain such personnel could have a material adverse effect on the
Company's business, financial condition and results of operations.

Environmental Matters
---------------------

The Company is subject to a variety of local, state and federal environmental
laws and regulations relating to the storage, use, discharge and disposal of
chemicals, solid waste and other hazardous materials used during its
manufacturing process, as well as air quality regulations and restrictions on
water use. When violations of environmental laws occur, the Company can be held
liable for damages and the costs of remedial actions and can also be subject to
revocation of permits necessary to conduct its business. Any such revocations
could require the Company to cease or limit production at one or more of its
facilities, which could have a material adverse effect on the Company's
business, financial condition and results of operations. Moreover, the Company's
failure to comply with present and future regulations could restrict the
Company's ability to expand its facilities or could require the Company to
acquire costly equipment or to incur other significant expenses to comply with
environmental regulations.

Environmental laws could become more stringent over time, imposing greater
compliance costs and increasing risks and penalties associated with violation.
The Company operates in several environmentally sensitive locations and is
subject to potentially conflicting and changing regulatory agendas of political,
business and environmental groups. Changes or restrictions on discharge limits,
emissions levels, or material storage or handling might require a high level of
unplanned capital investment and/or relocation. There can be no assurance that
compliance with new or existing regulations will not have a material adverse
effect on the Company's business, financial condition and results of operations.

Availability of Raw Materials and Components
--------------------------------------------

While the Company has not entered into any supply agreements and does not have
any guaranteed sources of raw materials or components, it routinely purchases
raw materials and components from several key material suppliers. Although
alternative material suppliers are currently available, a significant unplanned
event at a major supplier could have a material adverse effect on the Company's
operations. Zycon has experienced shortages of certain types of raw materials in
the past. The potential exists for shortages of certain types of raw

                                       25


<PAGE>   26

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Availability of Raw Materials and Components (Continued)
--------------------------------------------------------

materials or components and any such future shortages or price fluctuations in
raw materials could have a material adverse effect on the Company's
manufacturing operations and future unit costs, thereby materially adversely
affecting the Company's business, financial condition and results of operations.
Product changes and the overall demand for electronic interconnect products
could increase the industry's use of new laminate materials, standard laminate
materials, multilayer blanks, electronic components and other materials, and
therefore such materials may not be readily available to the Company in the
future. Electronic components used by the Company in producing backplane
assemblies are purchased by the Company and, in certain circumstances, the
Company may bear the risk of component price fluctuations. There can be no
assurance that shortages of certain types of electronic components will not
occur in the future. Component shortages or price fluctuations could have a
material adverse effect on the Company's backplane assembly business, thereby
materially adversely affecting the Company's business, financial condition and
results of operations. To the extent that the Company's backplane assembly
business expands as a percentage of the Company's net sales, component shortages
and price fluctuations could to a greater extent, materially adversely affect
the Company's business, financial condition and results of operations.

Dependence on Key Personnel
---------------------------

The Company's future success depends to a large extent upon the continued
services of key managerial and technical employees, none of whom, except for the
President/Chief Executive Officer, is bound by an employment agreement or a
non-competition agreement. The President/Chief Executive Officer's
non-competition agreement is for one year after the termination of his
employment with the Company. The loss of the services of any of the Company's
key employees could have a material adverse affect on the Company. The Company
believes that its future success depends on its continuing ability to attract
and retain highly qualified technical, managerial and marketing personnel.
Competition for such personnel is intense, especially for engineering personnel,
and there can be no assurance that the Company will be able to attract,
assimilate or retain such personnel. If the Company is unable to hire and retain
key personnel, the Company's business, financial condition and results of
operations may be materially adversely affected.

Intellectual Property
---------------------

The Company's success depends in part on its proprietary techniques and
manufacturing expertise, particularly in the area of complex multilayer printed
circuits. The Company has few patents and relies

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<PAGE>   27

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Intellectual Property (Continued)
---------------------------------

primarily on trade secret protection of its intellectual property. There can be
no assurance that the Company will be able to protect its trade secrets or that
others will not independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to the Company's trade
secrets. In addition, litigation may be necessary to protect the Company's trade
secrets, to determine the validity and scope of the proprietary rights of others
or to defend against claims of patent infringement. If any infringement claim is
asserted against the Company, the Company may seek to obtain a license of the
other party's intellectual property rights. There is no assurance that a license
would be available on reasonable terms or at all. Litigation with respect to
patents or other intellectual property matters could result in substantial costs
and diversion of management and other resources and could have a material
adverse effect on the Company's business, financial condition and results of
operations.



                                       27


<PAGE>   28

                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                           PART II - OTHER INFORMATION



Item 6.  Exhibits and reports on Forms 8-K
-------  ---------------------------------

A report on Form 8-K dated January 10, 1997, filed by the Company on January 23,
1997 and amended on February 14, 1997, reported the following financial
statements:

     (a)  Financial Statements of Business Acquired

          Report of Independent Public Accountants (Arthur Andersen LLP)
          Independent Auditors' Report (KPMG Peat Marwick LLP)
          Consolidated Balance Sheets at December 31, 1996 and 1995
          Consolidated Statements of Income for the Years 
            Ended December 31, 1996, 1995 and 1994
          Consolidated Statements of Stockholders' Equity for the Years
            Ended December 31, 1996, 1995 and 1994
          Consolidated Statements of Cash Flows for the Years 
            Ended December 31, 1996, 1995 and 1994
          Notes to Consolidated Financial Statements

     (b)  Pro Forma Financial Information

          1. Pro Forma Combined Condensed Balance Sheet as of October
               26, 1996
          2. Pro Forma Combined Condensed Statement of Income for the
               Year Ended October 26, 1996
          3. Notes to Pro Forma Combined Condensed Financial Statements



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<PAGE>   29



                                   SIGNATURES

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

                                               Hadco Corporation

Date: March 10, 1997                           By: Timothy P. Losik
                                                   Chief Financial Officer,
                                                   Vice President



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