<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 April 26, 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 10,471,863 shares of Common Stock, $0.05 Par Value, outstanding
at May 8, 1997.


<PAGE>   2


                       HADCO CORPORATION AND SUBSIDIARIES

                                      INDEX





Part I.                                                            Page

         Financial Information:

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

         Consolidated Condensed Statements of Operations
          for the Quarters ended April 26, 1997 and
          April 27, 1996, and six months ended April 26,             4
          1997 and April 27, 1996, respectively...........

         Consolidated Condensed Statements of Cash Flows
          for the six months ended April 26, 1997
          and April 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................................          29
         Signatures ......................................          30


                                        2



<PAGE>   3


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

<CAPTION>
                                     ASSETS
                                     ------

                                                                                  April 26,            October 26,
                                                                                     1997                 1996
                                                                                  ---------            -----------

<S>                                                                                 <C>             <C>      
Current Assets:
  Cash and cash equivalents ..................................................      $   7,106       $  32,786
  Short-term investments .....................................................           --             9,401
  Accounts receivable, net of allowance for
  doubtful accounts of $2,330 in 1997 and
  $1,100 in 1996, respectively ...............................................         85,139          40,622
  Inventories ................................................................         37,297          21,786
  Deferred tax asset .........................................................          8,283           7,483
  Prepaid and other expenses .................................................          4,674           1,483
                                                                                    ---------       ---------
   Total Current Assets ......................................................        142,499         113,561
Property, Plant and Equipment, net ...........................................        212,370         103,735
Deferred Tax Asset ...........................................................           --             2,117
Acquired Intangible Assets, net ..............................................        107,105            --
Other Assets .................................................................          4,303              88
                                                                                    ---------       ---------
                                                                                    $ 466,277       $ 219,501
                                                                                    =========       =========



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


Current Liabilities:
 Short-term debt, current portion of long-term
   debt and capital lease obligations ........................................      $   7,027       $   1,907
 Accounts payable ............................................................         68,041          42,265
 Accrued payroll and other employee benefits .................................         23,086          17,592
 Other accrued expenses ......................................................          9,579           8,236
                                                                                    ---------       ---------
         Total Current Liabilities ...........................................        107,733          70,000
                                                                                    ---------       ---------
Long-Term Debt and Capital Lease Obligations,
  net of current portion .....................................................        236,730           1,515
                                                                                    ---------       ---------
Deferred Tax Liability .......................................................         31,085            --
                                                                                    ---------       ---------
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 10,471 in 1997
         and 10,382 in 1996 ..................................................            525             521
Paid-in capital ..............................................................         32,755          30,939
Deferred compensation ........................................................           (174)           (240)
Retained earnings ............................................................         48,409         107,621
                                                                                    ---------       ---------
  Total Stockholders' Investment .............................................         81,515         138,841
                                                                                    ---------       ---------
                                                                                    $ 466,277       $ 219,501
                                                                                    =========       =========

</TABLE>


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


                                        3


<PAGE>   4



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

<CAPTION>


                                        Quarters Ended                    Six Months Ended
                                        --------------                    ----------------
                                  April 26,        April 27,          April 26,         April 27,
                                    1997             1996               1997              1996
                                    ----             ----               ----              ----

<S>                            <C>               <C>               <C>               <C>         
Net Sales                      $    180,662      $     88,096      $    292,198      $    164,574

Cost of Sales                       142,199            65,145           227,358           121,161
                               ------------      ------------      ------------      ------------

  Gross Profit                       38,463            22,951            64,840            43,413

Operating Expenses                   17,999            10,248            28,819            19,179



Write-off of acquired
in-process research and
development                            --                --              78,000              --
                               ------------      ------------      ------------      ------------

Income (Loss)from
Operations                           20,464            12,703           (41,979)           24,234

Interest and Other
Income (Expense) net                    (70)              329               806               683


Interest Expense                     (4,318)              (95)           (5,251)             (190)
                               ------------      ------------      ------------      ------------

 Income (Loss) Before
 Provision for Income
 Taxes                               16,076            12,937           (46,424)           24,727

Provision for Income Taxes            6,123             5,042            12,788             9,642
                               ------------      ------------      ------------      ------------

    Net Income (Loss)          $      9,953             7,895      $    (59,212)     $     15,085
                               ============      ============      ============      ============




Net Income (Loss)
Per Share                      $        .91      $        .71      $      (5.67)     $       1.36
                               ============      ============      ============      ============



Weighted Average
  Shares Outstanding             10,956,458        11,134,610        10,435,263        11,124,599
                               ============      ============      ============      ============
</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>
                                                             Six Months Ended
                                                          ------------------------
                                                           April 26,     April 27,
                                                             1997          1996
                                                             ----          ----

<S>                                                       <C>            <C>      
Total Cash Provided by Operating Activities               $  13,990      $  12,761
                                                          ---------      ---------
Cash Flows From Investing Activities:
   Purchases of short-term investments                           --         (3,131)
   Maturities of short-term investments                       9,401         10,128
   Purchases of property, plant and equipment               (29,611)       (31,890)
   Proceeds from sale of property, plant and
     equipment                                                   --            255
  Acquisition of Zycon Corporation, net of cash
    acquired of $2,824                                     (209,661)            --
                                                          ---------      ---------
Net Cash Used In Investing Activities                      (229,871)       (24,638)
                                                          ---------      ---------
Cash Flows From Financing Activities:
   Principal payments under capital lease obligations          (816)        (1,227)
   Principal payments of long-term debt                     (35,805)           (46)
  Proceeds from issuance of long-term debt                  225,000             --
   Proceeds from exercise of stock options                      435          5,658
   Tax benefit from exercise of options                       1,387             --
                                                          ---------      ---------
Net Cash Provided by Financing Activities                   190,201          4,385
                                                          ---------      ---------
Net increase (decrease) in Cash and Cash Equivalents        (25,680)        (7,492)
Cash and Cash Equivalents Beginning of Period                32,786         21,307
                                                          ---------      ---------

Cash and Cash Equivalents End of Period                   $   7,106      $  13,815
                                                          =========      =========
Supplemental disclosure of cash flow information:

  Cash paid during period for:
      Interest                                            $   4,282      $     155
                                                          ---------      ---------
      Income taxes (net of refunds)                       $   9,070      $   7,730
                                                          =========      =========
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, as amended by Annual Report on Form 10-K/A as filed
         with the SEC on May 12, 1997; Form S-3 filed with the SEC on February
         19, 1997, as amended to date; and Form 8-K/A as filed with the SEC on
         February 14, 1997, as amended by Form 8-K/A as filed with the SEC on
         May 12, 1997. These financial statements should be read in conjunction
         with the financial statements included in the above-referenced SEC
         filings.


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

         The functional currency of the Company's Malaysian subsidiary is the
         United States dollar. Accordingly, all remeasurement 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.

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

         The accompanying consolidated balance sheet as of April 26, 1997, and
         the consolidated statements of operations and cash flows for the six
         month periods ended April 27, 1996 and April 26, 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
         six months ended April 26, 1997 are not necessarily indicative of
         results to be expected for the entire year.





                                        6


<PAGE>   7


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



         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 period.
         Common equivalent shares include outstanding stock options and are
         included when dilutive. 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.

         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.



                                        7




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


2.       Acquisition of Zycon (Continued)
         --------------------------------

<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>

                                               Six Months Ended
                                               ----------------
                                           (in thousands, except per
                                                  share data)

                                        April 26,            April 27,
                                          1997                 1996
                                         ------               -----

     <S>                                <C>                 <C>     
     Net sales...................       $353,209            $273,063
     Net Income..................         17,849              15,594
     Net Income per share........       $   1.63            $   1.40
</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.

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>

                                              April 26,        October 26,
                                                1997              1996
                                                ----              ----

         <S>                                  <C>                <C>    
         Raw Material...................      $ 8,939            $ 8,008
         Work-in-process................       28,358             13,778
                                              -------            -------
                                              $37,297            $21,786
                                              =======            =======

</TABLE>


                                        8


<PAGE>   9




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


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       April 26,
                                                     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...                           (1,864)
                                                                     --------
                                                                     $107,105
                                                                     ========

</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 April 26, 1997, borrowings of $225,000,000 were
         outstanding under the agreement at a weighted average interest rate of
         6.64%.

         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 April 26, 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 $4.0 million for the purpose of acquiring
         land, facilities and equipment for the Company's Malaysian subsidiary.
         The arrangement is renewable annually. At April 26, 1997, there was
         $1,380,000 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>
                                                           --------------

                                                       April 26    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.                  $    870         $  916

         Revolving credit agreement (Note 5)           225,000            ---

         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                     14,816            ---

         Line of credit arrangement with a
         Malaysia bank (Note 5)                          1,380            ---

         Obligations under capital leases                1,691          2,506
                                                      --------         ------
                                                       243,757          3,422
         Less--Current portion                           7,027          1,907
                                                      --------         ------
                                                      $236,730         $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 Modification of the Order on
         Consent to implement the



                                       11


<PAGE>   12




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


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

         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 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.



                                       12


<PAGE>   13





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


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

         Included in operating expenses are charges for actual expenditures and
         accruals, based on estimates, for environmental matters. During fiscal
         1996 and for the six months ended April 26, 1997, the Company made, and
         charged to operating expenses, actual payments of approximately
         $680,000 and $249,000, respectively, for environmental matters. In
         1996, the Company also accrued and charged to operating 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 $10.6 million at April 26, 1997.
         The current portion of these costs as of October 26, 1996 and April 26,
         1997, amounted to $900,000 and $1,400,000, respectively, 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 April 26, 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 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.





                                       13


<PAGE>   14





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


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

         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 and Fleet Credit Corporation, a secured lender to a prior
         lessee 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 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 to be performed by the settling parties under
         the Consent Decree has commenced and is ongoing pursuant to the
         provisions of an interim Administrative Order on Consent among the
         settling parties and the EPA. 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.

                                       14


<PAGE>   15



                       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
---------------------

Second Quarter
--------------

Net sales for the second quarter of 1997 increased 105.1% over the same period
in 1996. The increase resulted from several factors including the acquisition of
Zycon, which added $69.9 million to printed circuit net sales in the quarter,
and an increase in both backplane 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. In addition, average pricing for printed circuits increased 1.5% for
the second quarter of 1997 over the same period in 1996. Net sales from
backplane assemblies increased to 14.4% of net sales (excluding Zycon printed
circuit net sales) from 14.0% in the second quarter of 1996.

The gross profit margin decreased to 21.3% in the second quarter 1997 from 26.1%
in the second quarter of 1996. The decrease resulted from increased investment
in new capacity and technologies at certain facilities, and lower overall gross
margins from the Zycon operations (including ongoing start-up expenses
associated with the volume production facility in Malaysia).

Operating expenses, as a percent of net sales, decreased to 10.0% in the second
quarter of 1997 as compared to 11.6% in the second quarter of 1996 due to
increased net sales and the fixed nature of the Company's operating expenses.
The decrease was offset by goodwill and purchased intangibles amortization of
$1,594,000.

Interest income decreased in the second quarter of 1997 as compared to the
second quarter of 1996 due to lower average cash balances available for
investing. Interest expense increased in the second quarter of 1997 as compared
to the second quarter of 1996, due to an increase in outstanding debt as a
result of the Zycon acquisition.

The Company includes in operating 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 operating 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.


                                       15


<PAGE>   16





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

Second Quarter (Continued)
--------------------------

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. Despite these beliefs regarding the
electronics industry as a whole, it should be noted that the Company has
historically needed to increase its own manufacturing capacity to maintain and
expand its market position. However, the Company's manufacturing capacity needs
could change at any time or times in the future. 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. In response to such
concerns, the Company engages in the normal industry practices of maintaining
primary and secondary vendors and diversifying its customer base. There can be
no assurances, however, that such measures would be sufficient to protect the
Company against any shortages of materials.

Year to Date
------------

Net sales for the six months ended April 26, 1997 increased 77.5% over net sales
for the six months ended April 27, 1996. The increase resulted from several
factors including the acquisition of Zycon, which added $81.4 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. In addition, average pricing
for printed circuits increased 1.1% for the first six months of fiscal 1997 over
the same period in fiscal 1996. Net sales from backplane assemblies increased to
15.6% of total net sales excluding Zycon, from 12.4% in the first six months of
fiscal 1996. 

The gross profit margin decreased to 22.2% in the six months ended April 26,
1997 from 26.4% in the comparable period in fiscal 1996. The decrease resulted
from increased investment in new capacity and technologies 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.

Operating expenses, as a percent of net sales, decreased to 9.9% in the six
months ended April 26, 1997 from 11.7% in the comparable period of fiscal 1996,
due to increased net sales and the fixed nature of the Company's operating
expenses. The decrease was partially offset by goodwill and purchased
intangibles amortization of $1,864,000.

Income from operations for the six months ended April 26, 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.




                                       16


<PAGE>   17



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

Year to Date (Continued)
------------------------

Excluding the non-recurring write-off of $78 million for acquired in-process
research and development, operating margins decreased to 12.3% for the
six months ended April 26, 1997 from 14.7% 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 decreased in the six months ended April 26, 1997 as compared to
the six months ended April 27, 1996, due to lower daily average cash balances
available for investing. Interest expense increased in the six months ended
April 26, 1997 as compared to the six months ended April 27, 1996, due to an
increase in outstanding debt as a result of the Zycon acquisition.

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 six months ended April 26, 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 annual income tax rate for fiscal 1997 of 40.5%, which
is approximately equal to the combined federal and state statutory rates. The
effective rate was increased by amortization of goodwill and acquired
intangibles which is not tax deductible, and this item was offset by 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 April 26, 1997, the Company had working capital of approximately $34.8
million and a current ratio of 1.32, compared to working capital of
approximately $43.6 million and a current ratio of 1.62 at October 26, 1996.
Cash, cash equivalents and short-term investments at April 25, 1997 were
approximately $7.1 million, a decrease of $35.1 million from approximately $42.2
million at October 26, 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







                                       17


<PAGE>   18




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

Liquidity and Capital Resources (Continued)
-------------------------------------------

prevailing Eurodollar rate of interest periods of one, two, three or six months.
At April 26, 1997, $225 million was outstanding under the Credit Facility. The
Credit Facility will terminate in five years.

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.

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.











                                       18


<PAGE>   19





                       HADCO CORPORATION AND SUBSIDIARIES
                       ----------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF 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.

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

                                       19



<PAGE>   20




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


Variability of Orders (Continued)
---------------------------------

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 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.





                                       20


<PAGE>   21


                                      
                      HADCO CORPORATION AND SUBSIDIARIES
                      ----------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF 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 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.



                                       21


<PAGE>   22

                      HADCO CORPORATION AND SUBSIDIARIES
                      ----------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF 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 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.

                                       22


<PAGE>   23

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


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 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.



                                       23


<PAGE>   24

                      HADCO CORPORATION AND SUBSIDIARIES
                      ----------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF 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 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.


                                       24


<PAGE>   25




                      HADCO CORPORATION AND SUBSIDIARIES
                      ----------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF 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 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 primarily on trade secret



                                       25


<PAGE>   26





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


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

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.

Volatility of Stock Price
-------------------------

        The Company's Common Stock has experienced significant price volatility
historically, and such volatility may continue to occur in the future. Factors
such as announcements of large customer orders, order cancellations, new product
introductions by the Company or competitors or general conditions in the
electronics industry, as well as quarterly variations in the Company's actual or
anticipated results of operations, may cause the market price of the Company's
Common Stock to fluctuate significantly. Furthermore, the stock market has
experienced extreme price and volume fluctuations in recent years, which has had
a substantial effect on the market price for securities issued by many
technology companies, often for reasons unrelated to the operating performance
of the specific companies. These broad market fluctuations may materially
adversely affect the price of the Company's Common Stock. There can be no
assurance that the market price of the Company's Common Stock will not
experience significant fluctuations in the future, including fluctuations that
are unrelated to the Company's performance.


                                       26
<PAGE>   27

                       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 24,
1997 and amended on February 14, 1997 and May 12, 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

                                       27








<PAGE>   28

                                   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: May 12, 1997                          By: /s/ Timothy P. Losik
                                               ---------------------------
                                               Timothy P. Losik
                                               Chief Financial Officer,
                                               Vice President



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