<PAGE>   1
 

================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
 
                                   FORM 10-K
 
[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended October 31, 1998
 
                                       or
 
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from      to
 
                          Commission File No. 0-12102

                            ------------------------
 
                               HADCO CORPORATION
             (Exact name of registrant as specified in its charter)
 
                MASSACHUSETTS                                   04-2393279
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                     Identification Number)

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

                                 (603) 898-8000
              (Registrant's telephone number, including area code)
 
       Securities registered pursuant to Section 12(b) of the Act:  None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.05
                                   par value

                            ------------------------
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 __.
 
     The aggregate market value of voting Common Stock held by non-affiliates of
the registrant was $478,172,398 based on the price of the last reported sale on
the over-the-counter National Market System on January 6, 1999 as reported by
NASDAQ.
 
     As of January 6, 1999, there were 13,469,645 shares of Common Stock, $.05
per value, outstanding.
 

                      DOCUMENTS INCORPORATED BY REFERENCE
 
     The Company intends to file a definitive proxy statement pursuant to
Regulation 14A within 120 days of the end of the fiscal year ended October 31,
1998. Portions of such proxy statement are incorporated by reference into Part
III of this Report.
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<PAGE>   2
 
     Except for the historical information contained herein, the matters
discussed in this Annual Report on Form 10-K are forward-looking statements that
involve risks and uncertainties. Hadco Corporation makes such forward-looking
statements under the provision of the "Safe Harbor" section of the Private
Securities Litigation Reform Act of 1995. Any forward-looking statements should
be considered in light of the factors described below in Item 7 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
Annual Report on Form 10-K, 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.
 
     As used herein, the terms "Company" and "Hadco," unless otherwise indicated
or the context otherwise requires, refer to Hadco Corporation and its
subsidiaries, including Hadco Phoenix, Inc. ("Hadco Phoenix") (formerly
Continental Circuits Corp. ("Continental")) and Hadco Santa Clara, Inc. ("Hadco
Santa Clara") (formerly Zycon Corporation ("Zycon")). Hadco Santa Clara holds
the assets formerly held by Zycon, and Hadco Phoenix holds the assets formerly
held by Continental. Zycon Corporation and Continental Circuits Corp. are
currently wholly owned subsidiaries of the Company and are merely name holding
entities. References herein to a fiscal year end relate to a year ending on the
last Saturday in October (for example, fiscal 1998 refers to the Company's
fiscal year ended October 31, 1998). On March 20, 1998, the Company acquired all
of the outstanding capital stock of Continental (the "Continental Acquisition"),
and on January 10, 1997, the Company acquired all of the outstanding capital
stock of Zycon (the "Zycon Acquisition"). The Continental Acquisition and the
Zycon Acquisition are collectively referred to herein as the "Acquisitions."
Unless otherwise indicated or the context otherwise requires, the results of
Zycon's operations and other financial information relating to Zycon since
January 10, 1997 are included in the Company's historical consolidated financial
information presented herein. Similarly, unless otherwise indicated or the
context otherwise requires, the results of Continental's operations and other
financial information relating to Continental since March 20, 1998 are included
in the Company's historical consolidated financial information presented herein.
 
                                     PART I
 
ITEM 1.  BUSINESS
 
GENERAL
 
     Hadco is the largest manufacturer of advanced electronic interconnect
products in North America. The Company offers a wide array of sophisticated
manufacturing, engineering and systems integration services to meet its
customers' electronic interconnect needs.
 
     The Company's principal products are multilayer rigid printed circuits,
backplane assemblies and systems assemblies. Printed circuits are the basic
platforms used to interconnect microprocessors, integrated circuits and other
components essential to the functioning of electronic systems. Backplane
assemblies are generally larger and thicker printed circuits on which connectors
are mounted to receive and interconnect printed circuits, integrated circuits
and other electronic components. Systems assemblies include the backplane, power
supply, fan card, cabling and system chassis.
 
     Hadco's advanced manufacturing and assembly facilities are designed to meet
the accelerated time-to-market and time-to-volume requirements of its customers
whose markets are characterized by high growth rates, rapid technological
advances and short product life cycles. The Company has created development
groups at various facilities that work closely with customers during the early
stages of the product life-cycle in an effort to develop process changes and
refinements required for volume production. The types of projects managed by the
development groups include increased printed circuit density, advanced
electronic packaging, advanced materials, and new product offerings.
 
     Hadco acquired Zycon on January 10, 1997. This acquisition increased
Hadco's net sales significantly, added approximately 600,000 square feet of
manufacturing space (approximately a 100% increase at the time)
 
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<PAGE>   3
 
and substantially expanded the Company's manufacturing capabilities and
geographic reach. These acquired manufacturing capabilities include
state-of-the-art West Coast facilities for volume production of complex printed
circuits and backplane and system assemblies, a quick-turn prototype and design
facility on the East Coast, and a newly constructed facility for volume
production in Malaysia.
 
     Hadco acquired Continental Circuits on March 20, 1998. This acquisition
also increased Hadco's net sales significantly, added approximately 305,000
square feet of manufacturing space, and further expanded the Company's
manufacturing capabilities and geographic reach. These acquired manufacturing
capabilities include a facility in Phoenix, Arizona for the volume production of
complex printed circuits, a quick-turn prototype facility in Austin, Texas, a
flexible printed circuit facility in California, and printed circuit engineering
and design sites in Texas, California, and Colorado. On January 7, 1999, the
Company preliminarily agreed to enter into a joint venture with Parlex
Corporation to market and manufacture flexible printed circuits. In connection
with such proposed joint venture, Parlex Corporation would initially acquire a
55% interest in the Company's flexible printed circuit facility in California.
 
     The Acquisitions have broadened the Company's customer base, expanded its
involvement in various industry sectors, added new proprietary technologies and
increased its sales force.
 
     The Company was incorporated in Massachusetts in 1966. The Company's
principal executive offices are located at 12A Manor Parkway, Salem, New
Hampshire 03079, and its telephone number is (603) 898-8000.
 
PRODUCTS AND SERVICES
 
     The Company's products and services are designed to meet its customers'
interconnect needs for dense multilayer printed circuits and backplane and
system assemblies. Hadco offers complementary processes and capabilities that
span the product life-cycle. The Company's offering includes the following
products and services:
 
     Development.  Through development groups located at various facilities,
Hadco identifies, develops and markets new technologies that benefit its
customers. These development groups work closely with customers during all
stages of product life-cycles. For instance, process design changes and
refinements required for volume production are identified and implemented prior
to production. The development groups also focus on the special requirements of
the Company's customers, including increasing printed circuit densities,
electronic packaging and advanced materials and products.
 
     Design.  The Company provides design and engineering assistance in the
early stages of product development which assures both mechanical and electrical
considerations are integrated to achieve a high quality and cost effective
product. The Company also evaluates customer designs for manufacturability and,
when appropriate, recommends design changes to reduce manufacturing costs or
lead times or to increase manufacturing yields or the quality of finished
printed circuits. The Company believes that this long-term view of manufacturing
and customer relationships distinguishes the Company from many manufacturers
which compete primarily in the quick-turn market. By working closely with its
customers, the Company also gains a better understanding of the future
requirements of OEMs. This cooperative process shortens the time in transition
from the development of the prototype design to volume manufacturing and
facilitates the delivery of high quality products to customer premises in a
timely fashion.
 
     Quick-Turn Prototype.  Prototypes typically require lead times of three to
seven days, and as short as 24 hours. The Company provides quick-turn prototype
services to the product development groups of customers that require small test
quantities. Hadco offers these services through facilities in Massachusetts,
Texas and California. Prototype development at these facilities has included
multilayer printed circuits of up to 48 layers, embedded discrete components,
Multichip Modules (MCM), Single Chip Carriers (SCC), planar magnetics, advanced
surface finishes, and various high performance substrates for the high frequency
microwave market. These facilities also support advanced attachment technologies
such as Tape Automated Bonding (TAB), Direct Chip Attach (DCA) and High Density
Interposers (HDI). In combining the design of a printed circuit with the
manufacture of the prototype, Hadco can reduce the length of the
design/manufacture cycle. By working closely with customers at the design and
prototype stage, the Company believes it strengthens
 
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<PAGE>   4
 
long-term relationships with its customers and gains an advantage in securing a
preferred vendor status when customers begin volume production.
 
     Pre-Production.  Pre-production is the manufacture of limited quantities of
electronic interconnects during the transition period from prototype to volume
production. Pre-production generally requires quick-turn delivery to accommodate
time-to-volume pressures or as a temporary solution for unforeseen customer
demands. Pre-production is done both in the quick-turn prototype and volume
production facilities.
 
     Volume Production.  Volume production is characterized by longer lead times
and increased emphasis on lower cost as the product moves to full-scale
commercial production. As customers increasingly demand a quick transition from
prototype to volume production, few independent manufacturers can provide
complex printed circuits of 20 or more layers in the volume provided by Hadco's
larger facilities. The Company operates six facilities located in California,
New York, New Hampshire, Arizona and Malaysia for medium and high-volume printed
circuit production.
 
     Backplane and System Assembly.  Backplanes are generally larger and thicker
printed circuits on which connectors are mounted to interconnect printed
circuits, integrated circuits and other electronic components. System assemblies
include the backplane, power supply, fan card, cabling and system chassis. Hadco
incorporates its own printed circuits in backplane and system assemblies to
provide customers with a high level of printed circuit technology on a
quick-turn and volume basis. Net sales of backplane and system assemblies
accounted for 17%, 11%, and 16% of total Company net sales during fiscal 1996,
1997 and 1998, respectively, and for 15% on a pro forma basis including
Continental during fiscal 1998. With its backplane and system assembly
operations, Hadco is one of a few companies that provides its customers with the
advantage of an integrated offering to meet their needs from development and
design through volume production to backplane and system assembly.
 
     The Company's advanced process capabilities enhance each of the above
services and include:
 
     Manufacture of High Performance Printed Circuits.  At its quick-turn
prototype and volume production facilities, the Company produces technologically
advanced printed circuits primarily for the high performance market. These
printed circuits, used principally in the data communications and
telecommunications industries, are designed to function in high temperature
environments and at higher frequencies. Materials used by the Company for these
products include Teflon(R), cyanate ester, GETEK(R), liquid crystal polymers,
polymides, and bismaleimide triazine epoxies.
 
     Development of Emerging Technologies.  The Company undertakes projects to
develop advanced or improved processes, materials and product lines. Buried
Capacitance(TM) is an advanced material developed by the Company to provide
improved electrical performance and greater interconnect densities. The Company
receives revenue from sales of products containing this technology, as well as
net royalty income from licensing its use. In addition, the Company is
developing the microPath(TM) family of microvia processes, which include liquid
imaging, dry film imaging, plasma etching, and laser drilling. Microvias provide
a significant increase in printed circuit density. The Continental Acquisition
added PCA Design's microvia design methodology. The Company also produces rigid
flex printed circuit products utilizing licensed HVRFlex(TM) technology. These
products enable customers to fold a printed circuit and reduce the need for
cable connectors in the portable computer and telecommunications markets. See
Item 2, "Manufacturing and Facilities."
 
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<PAGE>   5
 
MARKETS AND CUSTOMERS
 
     Hadco's customers are a diverse group of original equipment manufacturers
(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. The
following table shows, for the periods indicated, the Company's net sales and
percentage of its net sales to the principal end-user markets it serves. The
information reflected in the table includes the combined operations of Zycon and
the Company since January 10, 1997 and of Continental and the Company since
March 20, 1998.
 
<TABLE>
<CAPTION>
                                                                 FISCAL YEAR ENDED,
                                                    --------------------------------------------
                                                    OCTOBER 26,     OCTOBER 25,     OCTOBER 31,
MARKETS                                                 1996            1997            1998
-------                                             ------------    ------------    ------------
                                                               (DOLLARS IN MILLIONS)

<S>                                                 <C>      <C>    <C>      <C>    <C>      <C>
Computing.........................................  $119.2    34%   $205.0    32%   $278.3    34%
Contract Assembly.................................   112.2    32     289.2    44     341.8    41
Data Communications/Telecommunications............    94.7    27     119.1    18     146.7    18
Industrial Automation.............................    17.5     5      24.8     4      40.1     5
Other.............................................     7.1     2      10.6     2      19.5     2
                                                    ------   ---    ------   ---    ------   ---
Total Net Sales...................................  $350.7   100%   $648.7   100%   $826.4   100%
                                                    ======   ===    ======   ===    ======   ===
</TABLE>
 
     The Company supplied its products and services to a diverse base of
approximately 740 customers in fiscal 1998, including 93 customers with
purchases in excess of $1 million. The Company attempts to market its products
to customers who currently have, or have the potential to achieve, significant
market share in their respective industries. The following were the Company's
largest customers in fiscal 1998:
 
          *Cabletron Systems                      *RSP Manufacturing
          *Celestica                              *Nortel Networks
          *Cisco Systems                          *SCI Systems
          *Compaq Computer                        *Solectron
          *Lucent Technologies                    *Storage Technology
 
     During fiscal 1996, 1997 and 1998, no customer accounted for more than
approximately 15%, 15% and 17%, respectively, of Hadco's net sales. In fiscal
1998, one customer, Solectron, accounted for approximately 17% of the net sales
of the Company. The Company's ten largest customers together accounted for
approximately 48%, 47% and 51%, respectively, during the same periods.
 
     The Company generally does not obtain long-term purchase orders or
commitments from its customers, and the orders received by the Company generally
require delivery within 90 days. However, many of the Company's customers have
maintained long-term purchasing relationships with the Company. See Item 7,
"Factors That May Affect Future Results -- Risks Relating to Variability of
Orders from Customers; Backlog."
 
     During fiscal 1998, approximately 21% of the Company's net sales were
attributable to sales outside of the United States, principally in Canada and
Europe. The Company currently intends to expand its sales efforts outside of the
United States.
 
SALES AND MARKETING
 
     The Company markets its products through its own sales and marketing
organization and independent manufacturers' representatives. The Company is
represented by independent manufacturers' representatives located in North
America, South America, Europe, Mexico, South Africa, Asia, Australia, New
Zealand and the Middle East. Regional direct sales offices are located
throughout North America, and in Ireland and Singapore. The Company's sales
organization also has a support staff of sales engineers and technical service
personnel responsible for technical liaison and problem solving, development of
product and market opportunities, market research and marketing communications.
 
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<PAGE>   6
 
     The Company focuses on developing close relationships with customers
beginning at the earliest development and design phases and continuing
throughout all stages of product production. The Company identifies, develops
and markets new technologies that benefit its customers and is intended to
position the Company as an important source for these solutions. The Company
hosts Regional Technology Symposiums at which the Company's technical
capabilities are presented to, and industry technical trends are discussed with,
customers of the Company.
 
SUPPLIER RELATIONSHIPS
 
     Historically, the majority of raw materials used in the Company's
manufacture of printed circuits and components used in backplane and system
assemblies have been readily available. However, 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. The Company believes that the
potential exists for a shortage of materials in the printed circuit and
electronic assembly industries which could have a material adverse effect on the
Company's manufacturing operations and future unit costs. In response to such
concerns, the Company engages in the normal industry practice of maintaining
primary and secondary vendors. There can be no assurances that shortages of
certain types of raw materials or components or price fluctuations will not
occur in the future. See Item 7, "Factors That May Affect Future
Results -- Risks of Inability to Obtain Raw Materials and Components."
 
     The Company works with its suppliers to develop just-in-time supply systems
which reduce inventory carrying costs. The Company also maintains a Supplier
Certification Program which evaluates potential vendors on the basis of such
factors as quality, on-time delivery, cost, technical capability, and potential
technical advancement. Certification is based on both actual performance and
audits of vendors' manufacturing sites. Key suppliers are reviewed quarterly to
preserve strong relationships with these suppliers and maintain regular dialogue
on quality, cost and technical advancement issues.
 
COMPETITION
 
     The electronic interconnect industry is highly fragmented and characterized
by intense competition. The Company believes that its 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. Hadco competes on the basis of product quality, timeliness of
delivery, price, customer technical support and its integrated offering, from
development and design through volume production to backplane and system
assembly.
 
     During periods of recession or economic slowdown in the electronics
industry and other periods when excess capacity exists, electronic OEMs are able
to negotiate lower prices, which could have a material adverse effect on the
Company's business, financial condition and results of operations. 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. This price
competition from Asian printed circuit manufacturers may intensify as a result
of economic turmoil, currency devaluations or financial market instability that
many Asian countries are currently experiencing. The Company's basic
interconnect technology is generally not subject to significant proprietary
protection, and companies with significant resources or international operations
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
 
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<PAGE>   7
 
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.
 
PRODUCT PROTECTION
 
     The Company has obtained eleven United States patents and 25 foreign
patents directed to printed circuit boards and methods of manufacturing printed
circuit boards which expire between the years 2009 through 2014. Although Hadco
seeks to protect certain proprietary technology and other intangible assets
through patents and trademark filings, it has relatively few patents and relies
primarily on trade secret protection. 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. The future success of the
Company will depend on the continued development of processes and capabilities.
The Company believes that its accumulated experience with respect to materials
and process technology is also important to its operations. See Item 3, "Legal
Proceedings and Claims."
 
RELEASED BACKLOG
 
     The Company's released backlog as of October 31, 1998 was $140.1 million,
compared with $122.3 million as of October 25, 1997. The Company anticipates
delivering approximately 89% of its released backlog during its first quarter of
fiscal 1999. Released backlog consists of orders for which artwork has been
received, a delivery date has been scheduled and the Company anticipates it will
manufacture and deliver the order. Cancellation and postponement charges, to the
extent they exist with respect to released backlog, generally vary depending
upon the time of cancellation or postponement, and a significant portion of the
Company's released backlog at any time may be subject to cancellation or
postponement without penalty. Variations in the size, timing and delivery
schedules of purchase orders received by the Company, as well as changes in
customers' delivery requirements, may result in substantial fluctuations in
released backlog from period to period. Accordingly, the Company believes that
released backlog is not a meaningful indicator of future quarterly or annual
financial results.
 
EMPLOYEES
 
     As of October 31, 1998, the Company had 7,673 employees, compared to 6,142
employees as of October 25, 1997. The employees are not represented by a union,
and the Company has never experienced any labor problems resulting in a work
stoppage.
 
ENVIRONMENTAL MATTERS
 
     The Company is required to comply with all federal, state, county and
municipal regulations regarding protection of the environment. There can be no
assurance that more stringent environmental laws will not be adopted in the
future and, if adopted, the costs of compliance with more stringent
environmental laws could be substantial. Waste treatment and disposal are major
considerations for printed circuit manufacturers. The Company uses chemicals in
the manufacture of its products that are classified by the Environmental
Protection Agency (EPA) as hazardous substances. The Company is aware of certain
chemicals that exist in the ground at certain of its facilities. The Company has
notified various governmental agencies and continues to work with them to
monitor and resolve these 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 iterative soil flushing. The

                                        6
<PAGE>   8
 
Company has executed a 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. In the summer of 1998, NYSDEC took additional samples from a
wetland area near the Company's Owego facility. Analytical reports of earlier
sediment samples indicated the presence of certain inorganics. The new samples
showed elevated levels of certain metals, but NYSDEC has not made a
determination as to the potential source of such metals, the remedial action to
be taken, or the persons to undertake and/or pay for any remediation. 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 fourth paragraph of this "--Environmental Matters" section.
 
     See Item 3, "Legal Proceedings and Claims" for a discussion of certain
environmental matters relating to a printed circuit manufacturing facility
formerly operated by the Company in Florida.
 
     The Company commenced the operation of a groundwater extraction system at
its Derry, New Hampshire facility to address certain groundwater contamination
and groundwater migration control issues. Further investigation is underway to
determine the areal extent of the groundwater contaminant plume. 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 fourth paragraph of this "--Environmental Matters" section.
 
     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 effects of changing laws and regulations.
 
     Management believes the ultimate disposition of above known environmental
matters described in this "--Environmental Matters" section 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 Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 9 of Notes to the Company's Consolidated Financial
Statements.
 
     The Company plans additional capital expenditures during fiscal 1999 to
further reduce air emissions and reduce waste generation. See discussion under
Item 2, "Manufacturing and Facilities" concerning the Company's capital
expenditures relating to environmental control facilities and equipment, and
under Item 3, "Legal Proceedings and Claims" relating to lawsuits regarding
environmental matters.
 
ITEM 2.  MANUFACTURING AND FACILITIES
 
     The need for high volume production of dense multilayer printed circuits
requires complex manufacturing processes and necessitates high levels of
investment in facilities, advanced materials, production processes and product
design capabilities. The Company employs numerous advanced manufacturing
techniques and systems, including Computer Aided Manufacturing (CAM) systems,
Computer Integrated Manufacturing (CIM) systems, computer controlled drilling
and routing, laser drilling, dry-film imaging, multi-purpose metals plating,
high volume surface coating, dual-access electrical testing, automated optical
inspection, high-

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<PAGE>   9
 
volume photoimageable solder mask processing, and computer controlled
high-volume lamination systems. These techniques enable Hadco to manufacture
multilayer printed circuits of consistent quality, in high volume and on a
timely basis. All of the Company's production facilities are ISO9002 certified.
See Item 1, "Business -- Products and Services."
 
     Hadco has pursued a strategy of expanding the capacity and geographic scope
of its manufacturing facilities to better serve high growth segments of the
electronics industry in key geographic markets. The Company added approximately
600,000 square feet of manufacturing space through the Zycon Acquisition in
January 1997. In addition, with the Continental Acquisition in March 1998, the
Company added a volume manufacturing facility totaling 229,000 square feet in
Arizona, a 60,000 square foot quick-turn prototype facility in Texas, and a
16,000 square foot flexible printed circuit manufacturing facility in
California.
 
     In total, the Company leases or owns approximately 1.6 million square feet
of manufacturing space. The Company's significant facilities are as follows:
 
<TABLE>
<CAPTION>
         FUNCTION                                          LOCATION                 SQUARE FEET
         --------                             ----------------------------------    -----------
         
         <S>                                  <C>                                   <C>
         Volume Production..................  Santa Clara and San Jose, CA            365,000*
                                              Owego, NY                               292,000
                                              Phoenix, AZ                             229,000
                                              Derry, NH                               200,000
                                              Kuching, Malaysia                       180,000
                                              Hudson, NH                               67,000

         Quick-Turn Prototype...............  Haverhill, MA                            71,000
                                              Watsonville, CA                          46,000
                                              Austin, TX                               60,000

         Backplane and System Assembly......  Salem, NH                                60,000
                                              Santa Clara, CA                          37,000

         Administrative.....................  Salem, NH                                53,000
                                              Santa Clara, CA                          30,000
                                              Phoenix, AZ                              21,000

         Warehouse..........................  San Jose, CA                             25,000
</TABLE>
 
---------------
 
* Does not include the 16,000 square foot flexible printed circuit facility in
  San Jose, CA.
 
     The Company owns its volume production facilities in Owego, New York,
Derry, New Hampshire, Hudson, New Hampshire and Phoenix, Arizona. The Company
leases its volume production and backplane and system assembly facilities in
Santa Clara and San Jose, California, which are located in four adjacent
buildings; the leases for these four buildings expire in March 2009, and contain
options to extend for up to two additional periods of five years each. The
Company leases the land on which the volume production facility in Kuching,
Malaysia is located for a period of 60 years, expiring in November 2055. The
Hudson, New Hampshire operations are located in two separate buildings, one of
which, containing 41,300 square feet, is owned by the Company, and the second of
which, containing 25,400 square feet, is leased with the lease expiring in
December 2000, with options to extend through December 2009.
 
     Leases for the Company's quick-turn prototype facility in Haverhill,
Massachusetts expire in December 2003, with options on two of the leases to
extend for an additional five years and options on the third lease to extend for
an additional ten years. The lease for the Watsonville, California quick-turn
prototype facility expires in December 1999, with options to extend until
December 2011. The lease for the quick-turn prototype facility in Austin, Texas
expires in March 2004, with options to extend until March 2014.
 
     The lease for the backplane and system assembly facility in Salem, New
Hampshire expires in May 2005, with options to extend until May 2011. The leases
for the Santa Clara, California buildings include the 37,000 square feet of
backplane and system assembly operations.
 
                                        8
<PAGE>   10
 
     As a result of the Continental Acquisition, the Company also leases a
flexible printed circuit manufacturing facility in San Jose, California. The San
Jose lease expires in December 2000.
 
     The administrative and corporate offices in Salem, New Hampshire are
located in three separate buildings, one of which is covered by a lease expiring
in May 2003 with options to extend until May 2008, the second of which is
covered by a lease expiring in May 2008, and the third of which is a lease
expiring in July 2003, with options to extend until July 2009. The leases for
the Santa Clara, California buildings include the 30,000 square feet of
administrative space. The Phoenix, Arizona facilities include 21,000 square feet
of administrative and office space.
 
     The lease for the warehouse space in San Jose, California extends for ten
years from commencement of the lease term for the entire area subject to the
lease, and commencement of the lease term has not yet occurred. The Company is
currently in early occupancy of 25,000 square feet of warehouse space. The lease
includes one option to extend for an additional five year term.
 
     Additionally, the Company owns approximately six acres of land in Salem,
New Hampshire, approximately five acres of land in Derry, New Hampshire,
approximately 29 acres of land in Owego, New York and approximately four acres
of land in Phoenix, Arizona.
 
     The Company believes its facilities are currently adequate for its
operating needs.
 
     In fiscal 1998, the Company's capital expenditures relating to its
environmental control facilities and equipment totaled approximately $4.6
million. The Company estimates that it will make capital expenditures with
respect to its environmental control facilities and equipment of approximately
$5.1 million and $3.5 million in fiscal 1999 and 2000, respectively.
 
ITEM 3.  LEGAL PROCEEDINGS AND CLAIMS
 
     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 remediate the Auburn
Road site. In December 1996, following publication and comment period, the 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.
 
     From 1974 to 1980, the Company operated a printed circuit manufacturing
facility in Florida as a lessee. This property is the subject of a pending
lawsuit in the circuit court for Broward County, Florida (the "Florida Lawsuit")
and an investigation by the Florida Department of Environmental Protection
("FDEP"). In connection with the investigation, Hadco and others have
participated in alternative dispute resolution regarding the site with an
independent mediator. In connection with the mediation, in February 1992 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
to $9.7 million. Mediation sessions were suspended during ongoing assessment and
feasibility activities at the site. In 1998, mediation sessions resumed.
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. In June 1995, Hadco and Gould, Inc., another prior lessee of the site,
were each served with a third-party complaint 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. Hadco's costs relating to the resolution of the
Florida Lawsuit and the clean up of such site are currently unknown.
 
                                        9
<PAGE>   11
 
     In March 1993, the EPA notified Hadco Santa Clara 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 Hadco Santa
Clara as one of the 65 generators which had disposed of the greatest amounts of
materials at the site. Based on the total tonnage contributed by all generators,
Hadco Santa Clara'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 Hadco Santa Clara violated
any law in the disposal of material at the sites. 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 Hadco Santa Clara's
status as a generator of hazardous waste.
 
     In June 1997, the United States District Court in Los Angeles, California
approved and entered a Consent Decree among the EPA and 49 entities (including
Hadco Santa Clara) acting through the Casmalia Steering Committee (CSC). 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 EPA will continue as the lead regulatory agency during the final
closure work. Because long-term maintenance plans for the site will not be
determined for a number of years, it has not yet been decided which regulatory
agency will oversee this phase of the work plan or how the long-term costs will
be funded. However, the Consent Decree provides a mechanism for ensuring that an
appropriate federal, state or local agency will assume regulatory responsibility
for long-term maintenance.
 
     On January 12, 1998, Hadco Santa Clara received notice of the filing of a
lawsuit, before the Superior Court (County of Santa Clara, California), against
it by Jackie Riley, Keith Riley and Richard Riley for damages (including
punitive damages) for alleged injuries suffered, including Richard Riley's
cancer, as a result of the alleged emission at the Hadco Santa Clara facility of
effluent from allegedly toxic and hazardous chemical substances. Because this
matter is at an early stage, the Company believes it cannot assess the potential
range of damages that might be awarded should the plaintiffs prevail.
 
     The future costs in connection with the lawsuits described in the preceding
paragraphs, which arise under state and federal laws that impose legal liability
that may be joint and several, 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. See Note 9 of Notes to the Company's Consolidated Financial
Statements.
 
     On March 27, 1998, the Company received written notice from legal counsel
for the Lemelson Medical, Education & Research Foundation Limited Partnership
(the "Lemelson Partnership"), alleging that the Company was infringing certain
patents held by the Lemelson Partnership and offering to license such patents to
the Company. The Company denied infringement, but entered into license
negotiations. A patent license agreement was entered into by the Company and the
Lemelson Partnership in October 1998.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended October 31, 1998.
 
                                       10
<PAGE>   12
 
                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
 
     The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "HDCO." The following table sets forth, for the periods indicated,
the range of high and low sale prices for the Company's Common Stock on the
Nasdaq National Market.
 
<TABLE>
<CAPTION>
                                                              HIGH      LOW
                                                              ----      ----
<S>                                                           <C>       <C>
Fiscal 1997
  First Quarter.............................................  59 1/8    27 3/8
  Second Quarter............................................  57 1/8    33 1/8
  Third Quarter.............................................  75 5/8    41
  Fourth Quarter............................................  73        47 1/2

Fiscal 1998
  First Quarter.............................................  65 1/4    37 1/2
  Second Quarter............................................  54        35 1/2
  Third Quarter.............................................  40        17 1/2
  Fourth Quarter............................................  33 3/4    19 1/4
</TABLE>
 
     The Company has never declared or paid a cash dividend on its Common Stock,
and it is anticipated that the Company will continue to retain its earnings for
use in its business and not pay cash dividends. Declaration of dividends is
within the discretion of the Company's Board of Directors, which will review
such dividend policy from time to time. The Company's credit facility with
various banks (the "Credit Facility") currently contains a covenant prohibiting
the Company from paying a cash dividend. See Note 7 of Notes to the Company's
Consolidated Financial Statements.
 
     As of January 6, 1999, there were approximately 340 holders of record of
the Common Stock. On January 6, 1999, the last sale price reported on the Nasdaq
National Market for the Company's Common Stock was $35.50 per share.
 
     Under the Company's Outside Directors Compensation Plan of 1998 (the
"Outside Directors Plan"), the non-employee directors ("Non-Employee Directors")
of the Company receive payment of an annual fee in the form of restricted Common
Stock of the Company. Non-Employee Directors may elect to defer receipt of any
such payment. Shares issued and deferred under this plan during fiscal 1998 were
as follows:
 
<TABLE>
<CAPTION>
                                                                       FAIR MARKET   FAIR MARKET
                                     NUMBER      NUMBER       NET       VALUE PER     VALUE OF
     ISSUE                          OF SHARES   OF SHARES    SHARES     SHARE AT       SHARES
      DATE                           ISSUED     DEFERRED    RECEIVED   ISSUE DATE      ISSUED
     -----                          ---------   ---------   --------   -----------   -----------
<S>                                 <C>         <C>         <C>        <C>           <C>
March 1998........................    1,290        215       1,075       $46.50       $ 59,985
June 1998.........................      157         --         157        31.78          4,989
September 1998....................    2,989        427       2,562        23.41         69,972
                                      -----        ---       -----                    --------
                                      4,436        642       3,794                    $134,946
                                      =====        ===       =====                    ========
</TABLE>
 
     Each of the shares of Common Stock of the Company referenced above was
issued by the Company in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act for an offering to a small number of
knowledgeable persons.
 
                                       11
<PAGE>   13
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The following table presents selected consolidated financial data for Hadco
and subsidiaries. The selected consolidated financial data for each of the years
ended October 29, 1994, October 28, 1995, October 26, 1996, October 25, 1997 and
October 31, 1998 have been derived from the Company's audited Consolidated
Financial Statements. The selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes
thereto appearing elsewhere in this Annual Report on Form 10-K and Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED
                                        --------------------------------------------------------
                                        OCT. 29,    OCT. 28,    OCT. 26,    OCT. 25,    OCT. 31,
                                          1994        1995        1996      1997(1)     1998(2)
                                        --------    --------    --------    --------    --------
                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                     <C>         <C>         <C>         <C>         <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:
Net sales.............................  $221,570    $265,168    $350,685    $648,705    $826,359
Gross profit..........................    45,518      67,440      90,455     141,392     123,690
Restructuring and other
  non-recurring charges...............        --          --          --          --       7,053
Write-off of acquired in-process
  research and development............        --          --          --      78,000      63,050
Income (loss) from operations.........    16,482      33,906      51,532      (1,194)    (28,040)
Net income (loss).....................  $  9,943    $ 21,374    $ 32,014    $(36,493)   $(54,110)
Net income (loss) per share:
     Basic............................  $   1.01    $   2.18    $   3.12    $  (3.18)   $  (4.09)
     Diluted..........................  $   0.93    $   1.98    $   2.89    $  (3.18)   $  (4.09)
Weighted average shares outstanding:
     Basic............................     9,861       9,805      10,245      11,458      13,216
     Diluted..........................    10,720      10,806      11,084      11,458      13,216
CONSOLIDATED BALANCE SHEET DATA:
Working capital.......................  $ 31,829    $ 41,043    $ 43,561    $ 53,693    $ 91,830
Total assets..........................   126,326     162,991     219,501     502,517     743,825
Long-term debt and capital lease
  obligations, net of current
  portion.............................     4,526       2,387       1,515     109,716     354,291
Stockholders' investment..............    77,440     100,774     138,841     239,912     191,549
</TABLE>
 
---------------
(1) Net loss for the year ended October 25, 1997 includes a non-recurring
    write-off relating to the Zycon Acquisition for acquired in-process research
    and development. Excluding the non-recurring write-off, income from
    operations was $76.8 million, net income was $41.5 million and diluted net
    income per share was $3.48 (based on weighted average shares outstanding of
    approximately 11,942,000).
 
(2) Net loss for the year ended October 31, 1998 includes restructuring and
    other non-recurring charges amounting to $7.1 million pre-tax, and $4.2
    million after tax, and a non-recurring write-off of $63 million, pre-tax and
    after tax, relating to the Continental Acquisition for acquired in-process
    research and development. Excluding the non-recurring write-offs, income
    from operations was $42.1 million, net income was $13.2 million and diluted
    net income per share was $0.97 (based on weighted average shares outstanding
    of approximately 13,537,000).
 
                                       12
<PAGE>   14
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The following discussion contains forward-looking statements which involve
risks and uncertainties. Hadco makes such forward-looking statements under the
provision of the "Safe Harbor" section of the Private Securities Litigation
Reform Act of 1995. Any forward-looking statements should be considered in light
of the factors described below in this Item 7 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 Item 7, 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.
 
ZYCON ACQUISITION
 
     On January 10, 1997, the Company acquired all of the outstanding capital
stock of Zycon. The acquisition added facilities for volume production of
multilayer printed circuits and backplane and system assemblies in the Silicon
Valley area, a quick-turn prototype and design facility in Massachusetts, and a
newly constructed facility for volume production of printed circuits in
Malaysia. Hadco acquired Zycon for approximately $212 million (including
acquisition costs) and recorded the acquisition under the purchase method of
accounting. As a result, a purchase price premium of approximately $182 million
was recorded on the transaction. A significant portion of the purchase price was
identified in an independent appraisal, using proven valuation procedures and
techniques, as intangible assets. These intangible assets included approximately
$78 million for acquired in-process research and development ("in-process R&D")
for projects that did not have future alternative uses. This allocation
represents the estimated fair market value based on risk-adjusted cash flows
related to the in-process R&D projects. At the date of acquisition, the
development of these projects had not yet reached technological feasibility, and
the in-process R&D had no alternative future uses. Accordingly, these costs were
written off in the fiscal quarter ended January 25, 1997. The remaining premium
of approximately $104 million was allocated to identifiable intangibles and
goodwill, and is being written off over 12 to 30 years, with an average
amortization period of 17 years. The acquisition was financed with borrowings
under a $250 million senior revolving credit facility, plus existing cash and
equivalents.
 
     On the date of its acquisition, Zycon's in-process R&D value was comprised
of six primary R&D programs that were expected to reach completion between late
1997 and 2001. These projects included the introduction of new technology aimed
at enabling the miniaturization and specialization of Zycon's printed circuit
product line. At the acquisition date, Zycon's R&D programs ranged in completion
from 15% to 75%, and total continuing R&D commitments to complete the projects
were expected to be approximately $9.8 million. On the acquisition date,
expenditures to complete the Zycon projects were expected to be approximately
$4.0 million, $2.7 million, $2.2 million, $0.55 million and $0.3 million in 1997
through 2001, respectively. These estimates are subject to change, given the
uncertainties of the development process, and no assurance can be given that
deviations from these estimates will not occur. Additionally, these projects
will require maintenance expenditures when and if they reach a state of
technological and commercial feasibility.
 
     Management believes the Company is positioned to complete each of the major
R&D programs. However, there is risk associated with the completion of the
projects, and there is no assurance that any project will meet with either
technological or commercial success. The substantial delay or outright failure
of the Zycon R&D could adversely impact the Company's financial condition. See
Note 2 of Notes to the Company's Consolidated Financial Statements.
 
CONTINENTAL ACQUISITION
 
     On March 20, 1998, the Company acquired all of the outstanding capital
stock of Continental, further broadening Hadco's product and service
capabilities. The acquisition added a facility for volume production of
multilayer printed circuits in Phoenix, Arizona, a quick-turn prototype facility
in Austin, Texas, a flexible printed circuit facility in California and printed
circuit engineering and design sites in California, Texas and Colorado. Hadco
acquired Continental for approximately $190 million (including acquisition
costs) and recorded the acquisition under the purchase method of accounting. As
a result, a purchase price premium of $165 million was recorded on the
transaction. A significant portion of the purchase price was identified in an

                                       13
<PAGE>   15
 
independent appraisal, using proven valuation procedures and techniques, as
intangible assets. These intangible assets included approximately $63 million
for in-process R&D for projects that did not have future alternative uses. This
allocation represents the estimated fair market value based on risk-adjusted
cash flows related to the in-process R&D projects. At the date of acquisition,
the development of these projects had not yet reached technological feasibility,
and the in-process R&D had no alternative future uses. Accordingly, these costs
were written off in the fiscal quarter ended May 2, 1998. The remaining premium
of $101.9 million was allocated to identifiable intangibles and goodwill, and is
being written off over 12 to 20 years, with an average amortization period of 16
years. The acquisition was financed from borrowings under the Credit Facility.
 
     Continental's in-process R&D value is comprised of eight primary R&D
programs that are currently expected to reach completion during periods ranging
from 1999 through 2003. These projects are expected to include the introduction
of new technology that could, if successful, enable the miniaturization and
specialization of Continental's printed circuit product line. At the acquisition
date, Continental's R&D programs ranged in completion from approximately 10% to
80%, and total continuing R&D commitments to complete the projects are currently
expected to be approximately $12 million. Remaining development efforts for the
Continental programs are complex and aimed at the development and advancement of
advanced chemical, electrical, and engineering solutions.
 
     On the acquisition date, certain projects within the Continental R&D
programs were expected, if successful, to begin to bear results in late 1998 and
1999. Expenditures to complete the Continental projects are currently expected
to be approximately $4.0 million, $2.5 million and $2.5 million in 1999 through
2001, respectively. These estimates are subject to change, given the
uncertainties of the development process, and no assurance can be given that
deviations from these estimates will not occur. Additionally, these projects
will require maintenance expenditures when and if they reach a state of
technological and commercial feasibility.
 
     Management believes the Company is positioned to complete each of the major
R&D programs. However, there is risk associated with the completion of the
projects, and there is no assurance that any project will meet with either
technological or commercial success. The substantial delay or outright failure
of the Continental R&D could adversely impact the Company's financial condition.
See Note 2 of Notes to the Company's Consolidated Financial Statements.
 
VALUE ASSIGNED TO PURCHASED IN-PROCESS R&D
 
     The value assigned to purchased in-process R&D was determined by estimating
the costs to develop Continental's and Zycon's purchased in-process R&D into
commercially viable products, estimating the resulting net cash flows from the
projects and discounting the net cash flows to their present value. The revenue
estimates used to value the in-process R&D were based on estimates of relevant
market sizes and growth factors, expected trends in technology and the nature
and expected timing of new product introductions by the Company and its
competitors.
 
     The rates utilized to discount the net cash flows to their present value
are based on Continental's and Zycon's weighted average cost of capital. Given
the nature of the risks associated with the estimated growth, profitability and
developmental projects, Continental's and Zycon's weighted average cost of
capital was adjusted. A discount rate of 14.0% was deemed appropriate for
Continental's business enterprise, while a discount rate of 15.0% was deemed
appropriate for Zycon's business enterprise. These discount rates are intended
to be commensurate with each company's corporate maturity and the uncertainties
in the economic estimates described above.
 
     The estimates used by the Company in valuing in-process R&D were based upon
assumptions the Company believes to be reasonable but which are inherently
uncertain and unpredictable. The Company's assumptions may be incomplete or
inaccurate, and no assurance can be given that unanticipated events and
circumstances will not occur. Accordingly, actual results may vary from the
projected results. Any such variance may result in a material adverse effect on
the financial condition and results of operations of the Company.
 
                                       14
<PAGE>   16
 
RESULTS OF OPERATIONS
 
     The following table sets forth certain Consolidated Statements of
Operations data and other data as a percentage of net sales. The table and the
discussion below should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto that appear elsewhere in this Annual
Report on Form 10-K.
 
<TABLE>
<CAPTION>
                                                                     FISCAL YEAR ENDED
                                                              --------------------------------
                                                              OCT. 26,    OCT. 25,    OCT. 31,
                                                                1996      1997(1)     1998(2)
                                                              --------    --------    --------
<S>                                                           <C>         <C>         <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:
Net sales...................................................   100.0%     100.0%      100.0%
Cost of sales...............................................    74.2        78.2        85.0
                                                               -----       -----       -----
Gross profit................................................    25.8        21.8        15.0
                                                               -----       -----       -----
Operating expenses..........................................    11.1         9.2         8.7
Amortization of acquired intangible assets..................      --         0.8         1.2
Write-off of acquired in-process research and development...      --        12.0         7.6
Restructuring and other non-recurring charges...............      --          --         0.9
                                                               -----       -----       -----
Income (loss) from operations...............................    14.7        (0.2)       (3.4)
Interest income (expense) and other, net....................     0.3        (1.2)       (2.4)
                                                               -----       -----       -----
Income (loss) before provision for income taxes.............    15.0        (1.4)       (5.8)
Provision for income taxes..................................     5.9         4.2         0.7
                                                               -----       -----       -----
Net income (loss)...........................................     9.1%       (5.6)%      (6.5)%
                                                               =====       =====       =====
</TABLE>
 
---------------
 
(1) Net loss for the year ended October 25, 1997 includes a non-recurring
    write-off relating to the Zycon Acquisition for acquired in-process research
    and development. As a percentage of net sales, income from operations was
    11.8%, income before provision for income taxes was 10.7%, and net income
    was 6.4%, all before deducting the non-recurring write-off.
 
(2) Net loss for the year ended October 31, 1998 includes a non-recurring
    write-off relating to the Continental Acquisition for acquired in-process
    research and development and for restructuring and other non-recurring
    expenses. As a percentage of net sales for the year ended October 31, 1998,
    income from operations was 5.1%, income before provision for income taxes
    was 2.6%, and net income was 1.6%, all before deducting the non-recurring
    write-off and restructuring charges.
 
  Fiscal Years Ended October 31, 1998 and October 25, 1997
 
     Net sales for 1998 increased 27.4%, or $177.7 million over net sales for
1997. The increase resulted from several factors including the Continental
Acquisition, which added $80.4 million to printed circuit net sales, an increase
in printed circuit net sales (excluding the acquisition of Continental) of $36.6
million, and an increase in backplane and system assembly net sales of $60.7
million. Printed circuit net sales increased due to higher production volume and
shipments as well as the shift towards printed circuits with more layers and
greater densities. This increase in printed circuit net sales was partially
offset by a 10.3% decrease in average pricing for fiscal 1998 over fiscal 1997.
Backplane and system assembly net sales increased due to higher production
volume and shipments.
 
     The gross profit margin decreased to 15.0% in 1998 from 21.8% in 1997.
Lower pricing on printed circuits caused margins to decrease by 5.8 percentage
points. Lower capacity utilization from printed circuit operations caused
margins to decrease by 1.7 percentage points. The effect of lower overall gross
margins from Hadco Santa Clara and Hadco Phoenix operations caused margins to
decrease by 2.0 percentage points. All of these decreases were partially offset
by lower unit costs achieved through improved production efficiencies resulting
in an overall decrease in the gross margin of 6.8 percentage points. As a result
of the Acquisitions and the
 
                                       15
<PAGE>   17
 
increase in backplane and system assembly, the Company expects its gross profit
margin will be lower in future fiscal quarters than has historically been the
case for Hadco.
 
     Operating expenses, as a percent of net sales, decreased slightly to 9.9%
in fiscal 1998 from 10.0% in fiscal 1997. This decrease was partially offset by
goodwill and purchased intangibles amortization of $9,750 in fiscal 1998 as
compared to $5,215 in 1997. For additional information regarding the factors
affecting gross and operating margins, please see "Factors That May Affect
Future Results -- Risks Relating to Fluctuations in Quarterly Operating
Results," "Factors That May Affect Future Results -- Dependence on Electronics
Industry" and "Factors That May Affect Future Results -- Risks Relating to the
Acquisitions and the Company's Acquisition Strategy."
 
     Income from operations for 1998 and 1997 was reduced by $63 million and $78
million, respectively, due to non-recurring write-offs of acquired in-process
R&D recorded in connection with the Acquisitions. The remaining goodwill and
purchased intangibles are being amortized over 12 to 30 years, with an average
amortization period of 17 years, which will reduce income from operations by
approximately $12.1 million per fiscal year. In addition, income from operations
for 1998 was reduced by approximately $7.1 million for restructuring and other
non-recurring charges related to the consolidation of the Company's East Coast
quick-turn prototype operations and limited restructuring of the Company's
workforce. The limited restructuring in the third fiscal quarter temporarily
reduced the Company's workforce by approximately 3%. Included in the
restructuring and other charges is $2.5 million, which represents the write-down
of existing assets to their net realizable value, in accordance with SFAS 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of. See Note 15 of Notes to the Company's Consolidated Financial
Statements. Additionally, the general economic slowdown in the broad electronics
industry, the economic situation in Asia, inventory levels in the end user
market, customer inventory adjustments and customer product transitions
negatively affected net income for fiscal 1998.
 
     Interest income decreased in 1998 as compared to 1997, due to lower average
daily cash balances available for investing. Interest expense increased in 1998
as compared to 1997, due to an increase in outstanding debt as a result of the
Acquisitions.
 
     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 known environmental
matters. See Item 1, "Business -- Environmental Matters" and Item 3, "Legal
Proceedings and Claims."
 
     The provision for income taxes is calculated on income before provision for
taxes without taking into account the write-off of acquired in-process R&D. This
write-off was $63.0 million and $78.0 million for 1998 and 1997, respectively.
Income before the provision for income taxes excluding the write-off would have
been $14.8 million and $69.2 million for 1998 and 1997, respectively. The
Company's effective annual income tax rate for 1998 and 1997 was 39.75% and
40.0%, respectively. The effective rate for both years is approximately equal to
the combined federal and state statutory rates. The effective rate was increased
by amortization of goodwill which is not tax deductible, and was offset by the
tax benefit of the Company's foreign sales corporation and various state
investment tax credits.
 
  Fiscal Years Ended October 25, 1997 and October 26, 1996
 
     Net sales during 1997 increased approximately 85% over 1996. The increase
resulted from several factors including the Zycon Acquisition, which added
$216.1 million in printed circuit net sales after January 10, 1997, and an
increase in both backplane and system assembly and non-Zycon printed circuit net
sales. Backplane and system 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 towards products with more layers
and greater densities. In addition, average pricing for printed circuits
decreased 0.6% for 1997 over 1996. Net sales from backplane and system
assemblies decreased to 16.2% of total net sales excluding Zycon, from 16.9% in
1996.
 
                                       16
<PAGE>   18
 
     The gross profit margin decreased to 21.8% in 1997 from 25.8% for 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 1997
from 11.1% in 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 $5.2 million.
 
     Income from operations for 1997 was reduced by approximately $78 million
due to a non-recurring write-off relating to acquired in-process R&D 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.
 
     Excluding the non-recurring write-off of approximately $78 million for
acquired in-process R&D, operating margins decreased to 11.8% for 1997 from
14.7% in 1996, primarily as a result of the same factors affecting gross profit
margins and from the goodwill amortization related to the Zycon Acquisition.
 
     Interest income decreased in 1997 as compared to 1996 due to lower daily
average cash balances available for investing. Interest expense increased in
1997 as compared to 1996 due to an increase in outstanding debt as a result of
the Zycon Acquisition.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     In fiscal 1998, the Company's financing requirements were met principally
from net cash flows from operations of $62.9 million, the sale of the Company's
9 1/2% Senior Subordinated Notes (the "Notes"), the proceeds of which amounted
to $199.3 million and net bank borrowings of $8.5 million. These funds were used
to meet increased working and fixed capital needs and to acquire Continental.
 
     In fiscal 1996, cash from operating activities increased primarily due to
increases in net income and depreciation. In fiscal 1997 and 1998, cash from
operating activities was affected primarily by the amount of net loss recognized
and the offsetting effects of the write-off of acquired in-process R&D.
Additionally, in fiscal 1997 and 1998, cash provided by operating activities
included the effects of increases in accounts receivable and inventories, both
of which were affected by the Acquisitions.
 
     In fiscal 1996, investing activities consisted primarily of capital
expenditures. In fiscal 1997 and 1998, investing activities consisted primarily
of the $209.7 million and $192.5 million purchases (each net of cash acquired)
of Zycon and Continental, respectively, and additional capital expenditures.
 
     In fiscal 1996, cash provided by financing activities was affected by a tax
benefit from the exercise of options, partially offset by payments of capital
leases. In fiscal 1997, cash provided by financing activities consisted
primarily of borrowings under the Company's revolving Credit Facility which was
used for the Zycon Acquisition and the cash proceeds from the sale of Common
Stock. In fiscal 1998, cash provided by financing activities consisted primarily
of borrowings under the Company's revolving Credit Facility which was used for
the Continental Acquisition and the cash proceeds from the sale of Notes.
 
     At October 31, 1998, the Company had working capital of $91.8 million and a
current ratio of 1.71, compared to working capital of $53.7 million and a
current ratio of 1.48 at October 25, 1997. Cash, cash equivalents and short-term
investments at October 31, 1998 were approximately $7.2 million, a decrease of
$6.5 million from approximately $13.7 million at October 25, 1997.
 
     The Company currently anticipates that its capital expenditures for fiscal
1999 will be in excess of $70 million, of which $20.1 million represents
commitments to purchase manufacturing equipment and leasehold improvements. The
amount of these anticipated capital expenditures may change based on future
changes in business plans and conditions of the Company and changes in economic
conditions.
 
     In December 1997, the Company negotiated its Credit Facility with various
banks, which amended and restated an existing credit facility. Interest on loans
outstanding under the Credit Facility is, at the Company's
 
                                       17
<PAGE>   19
 
option, payable at either (1) the Base Rate (as defined in the Credit Facility),
or (2) the Eurodollar Rate, plus the Applicable Eurodollar Rate Margin (both as
defined in the Credit Facility).
 
     On September 15, 1998, the Company amended its Credit Facility with the
Third Amendment and Modification Agreement dated as of September 14, 1998. This
most recent amendment to the Credit Facility, among other things, amended and
added certain covenants, changed the available borrowing capacity under the
Credit Facility from $400 million to the lesser of $300 million or the Borrowing
Base and granted the banks a first priority mortgage and security interest in
substantially all of the assets of the Company and each of the subsidiaries
which are guarantors of the Credit Facility. The Borrowing Base is an amount,
determined monthly (or more frequently in certain circumstances) by the Agent,
equal to the sum of specified percentages of Eligible Accounts Receivable
(domestic and foreign), domestic Eligible Inventory, Eligible Fixed Assets and a
percentage, determined in the Agent's sole discretion, of Eligible Foreign
Inventory, less certain Reserves (all as defined in the Credit Facility). As of
October 31, 1998, the Borrowing Base was approximately $225 million,
approximately $150 million was outstanding under the Credit Facility and
approximately $75 million was available to the Company under the Credit
Facility. Under this most recent amendment to the Credit Facility, the Company
is also required to pay a quarterly usage fee based on an Applicable Base Rate
Usage Fee Margin and an Applicable Eurodollar Rate Usage Fee Margin. As of
October 31, 1998, the weighted average interest rate on loans outstanding under
the Credit Facility was 6.58%. The Credit Facility expires and all outstanding
loans thereunder mature on January 8, 2002. See Note 7 of Notes to the Company's
Consolidated Financial Statements.
 
     On May 18, 1998, the Company sold $200 million aggregate principal amount
of its 9 1/2% Senior Subordinated Notes due 2008 (the "Notes") to certain
purchasers. The purchasers subsequently resold the Notes to "qualified
institutional buyers" in reliance upon Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and offshore purchasers pursuant to
Rule 904 of Regulation S under the Securities Act. The Notes were sold at a
price equal to 99.66% of their principal amount. The Notes are guaranteed, on a
senior subordinated basis, by each of the Company's U.S. Restricted Subsidiaries
(as defined in the Indenture) (the "Guarantors"). The net proceeds received by
the Company from the issuance and sale of the Notes, approximately $193.8
million, was used to repay outstanding indebtedness under the Credit Facility
previously incurred to, among other things, finance the Acquisitions. On
November 12, 1998, the Company consummated an exchange offer pursuant to which
the Notes were exchanged for notes (with terms identical in all material
respects) that were registered with the Securities and Exchange Commission under
a registration statement on Form S-4.
 
     Interest on the Notes is payable semi-annually on each June 15 and December
15 and commenced December 15, 1998. The Notes are redeemable at the option of
the Company, in whole or in part, at any time on or after June 15, 2003, at
104.75% of their principal amount, plus accrued interest, with such percentages
declining ratably to 100% of their principal amount, plus accrued interest. At
any time on or prior to June 15, 2001 and subject to certain conditions, up to
35% of the aggregate principal amount of the Notes may be redeemed, at the
option of the Company, with the proceeds of certain equity offerings of the
Company at 109.50% of the principal amount thereof, plus accrued interest. In
addition, at any time prior to June 15, 2003, the Company may redeem the Notes,
at its option, in whole or in part, at a price equal to the principal amount
thereof, together with accrued interest, plus the Applicable Premium (as defined
in the Indenture governing the Notes). The Indenture under which the Notes were
issued (the "Indenture") imposes certain limitations on the ability of the
Company, its subsidiaries and, in certain circumstances, the Guarantors, to,
among other things, incur indebtedness, pay dividends, prepay subordinated
indebtedness, repurchase capital stock, make investments, create liens, engage
in transactions with stockholders and affiliates, sell assets and engage in
mergers and consolidations. See Note 8 of Notes to the Company's Consolidated
Financial Statements.
 
     The Company believes its current borrowing capacity, coupled with the funds
generated from the Company's operations will be sufficient to fund its
anticipated working capital, capital expenditure and debt payment requirements
through calendar year 1999. 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, including the holders
of the Notes.

                                       18
<PAGE>   20
 
YEAR 2000 READINESS DISCLOSURE STATEMENT
 
     The Company has undertaken an internal assessment of its operations in
order to determine the extent to which the Company may be adversely affected by
Year 2000 issues. This internal assessment has included both Information
Technology (IT) systems and non-IT systems. By the end of fiscal year 1998, the
Company's assessment of its IT systems had been completed. The critical software
systems used by the Company to run its business include MFG/PRO, Peoplesoft,
Oracle, and Corsair. The Company believes that all of these programs are
currently Year 2000 compliant. However, the Company has experienced and may
continue to experience interfacing problems when upgrades are received from the
vendors of these software programs. The Company has completed some limited
testing of its various IT systems, running programs with dates including and
after the year 2000. During these tests the Company has not yet experienced any
problems with processing of data and effecting transactions. The Company intends
to perform further testing of its IT systems during early calendar 1999. There
can be no assurance, however, that additional testing of its IT systems will not
uncover Year 2000 issues, which could have a material adverse effect on the
Company's business, results of operations and financial condition.
 
     The Company's internal assessment of its manufacturing equipment for Year
2000 compliance is being done on a plant-by-plant basis. The Company anticipates
that all of its internal assessment of manufacturing equipment will be completed
by January 31, 1999. To date, the Company has identified three operating systems
which are important to the Company's operations, each of which will need
software upgrades in order to be Year 2000 compliant. Two of these operating
systems are utilized in multiple departments and locations including the
tooling/engineering phase of the fabrication business. The Company believes that
Year 2000 compliant software upgrades for each of the two engineering systems
have already been developed and tested, and the Company plans to install such
upgrades on or before July 1, 1999. There can be no assurance that such upgrades
will be Year 2000 compliant or that such upgrades will be installed on a timely
basis. The Company has also determined that software in certain of its
manufacturing systems is not currently Year 2000 compliant. The Company believes
that no upgrade currently exists to address the Year 2000 issue in this
software. However, the vendor is aware of the need to upgrade its software
program so that it will interface properly with the other operating system used
in the equipment. The vendor has told the Company that it will complete the
software upgrade, and will deliver and install it at the Company not later than
June 30, 1999. There can be no assurance, however, that such vendor will be able
to develop a Year 2000 compliant software upgrade or that it will be installed
at the Company prior to January 1, 2000. No testing has yet been undertaken of
the Company's manufacturing systems for Year 2000 compliance. The Company
intends to develop a plan for testing all critical systems not later than
January 31, 1999, and to complete testing by June 30, 1999.
 
     The Company has also undertaken a survey of its suppliers' Year 2000
compliance status and, to date, has received responses from more than 80% of
those surveyed, a majority of whom have certified they are compliant. Corporate
purchasing will be responsible for obtaining data from those suppliers who have
not yet responded to the Company's inquiries, and for obtaining updated
information from the Company's more critical suppliers and those who indicated
they were not Year 2000 compliant. The Company intends to conduct detailed
exchanges with its key suppliers in order to assess the Company's need for
contingency plans and in order to develop contingency plans, if required, on a
supplier-by-supplier basis.
 
     During the first fiscal quarter of 1999, the Company retained the services
of a consulting company and has two full-time outside Year 2000 compliance
consultants to assist it in guiding its assessment, testing, remediation, and
related efforts. To date, approximately 3,000 hours of employee time have been
devoted to Year 2000 issues and approximately $1.5 million has been expended in
systems upgrades directly relating to Year 2000 issues. The source of such funds
has been the working capital of the Company. Present estimates for further
expenditures of both employee time and expenses to address Year 2000 issues are
between 16,000 and 20,000 employee hours and between $3 million and $6 million,
respectively. To date, no non-Year 2000 related IT projects have been delayed as
a result of the Company's Year 2000 compliance efforts. The Company has not yet
determined whether it has the internal resources to expend the necessary
employee hours to address and resolve the Year 2000 issues at each of its
manufacturing facilities; the Company may choose to retain outside consultants
or otherwise outsource certain work, which would increase the expenses

                                       19
<PAGE>   21
 
for Year 2000 issues and decrease the employee time commitment. The Company
anticipates making an initial decision regarding the availability of Company
resources for Year 2000 issues sometime in the first fiscal quarter of 1999, but
will continually review this issue in light of the completion of its internal
assessment and the results of additional testing and remediation efforts. There
can be no assurance that the Company's costs relating to its Year 2000
compliance will not be greater than that currently expected.
 
     A software or systems Year 2000 compliance failure with respect to the
Company's internal systems and software, or that of third party service
providers or major customers, could prevent the Company from being able to
fulfill orders of its customers. Any such failure, if not quickly remedied,
would have a material adverse affect on the Company's business, results of
operations and financial condition. The lost revenues that would result from the
Company's inability to operate even one of its major volume manufacturing plants
for any significant period of time would have a material adverse effect on the
Company. The Company could face an even greater risk of significant damages for
which the Company could be liable if it is found responsible for the shutdown of
one of its customers' facilities. This could occur if the Company were unable to
supply parts integral to the end products manufactured by the Company's
customers. In such circumstances, the legal liability of the Company could have
a material adverse effect on the Company's business, results of operations and
financial condition.
 
     At present, the Company has not developed any contingency plans for
addressing any Year 2000 difficulties it may experience. The Company intends to
develop such plans, both with respect to its suppliers and with respect to its
own internal operations, on or before April 1, 1999.
 
NEW ACCOUNTING STANDARDS
 
     In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income.
This Statement established standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general-purpose financial statements. This Statement is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is required.
This Statement, requiring only additional informational disclosures, is
effective for the Company's fiscal year ending October 30, 1999.
 
     In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information. This Statement established standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that enterprises report
selected information about operating segments in interim financial reports
issued to stockholders. This Statement is effective for fiscal years beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years will be provided unless deemed impractical. This
Statement, requiring only additional informational disclosures, is effective for
the Company's fiscal year ending October 30, 1999.
 
     In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This Statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. The Company does not anticipate the adoption of this
Statement will have a material impact on its financial position or results of
operations.
 
FACTORS THAT MAY AFFECT FUTURE RESULTS
 
     This Annual Report on Form 10-K contains forward-looking statements which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, without limitation, those set forth in the
following risk factors and elsewhere in this Annual Report on Form 10-K. In
addition to the other information included or incorporated by reference in this
Annual Report on Form 10-K, the following risk factors should be considered
carefully in evaluating the Company and its business.



                                      20
<PAGE>   22
 
  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. See Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and Item 1, "Business -- Markets
and Customers."
 
  Risks Relating to Fluctuations in Quarterly Operating Results
 
     The Company's quarterly operating results have varied and may continue to
fluctuate significantly from period to period, including on a quarterly basis.
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 and shipments relative to the
Company's manufacturing capacity, product and price competition, product mix,
number of working days in a particular quarter, manufacturing process yields,
the timing of expenditures in anticipation of future sales, raw material and
component availability, the length of sales cycles, trends in the electronics
industry and general economic factors. In recent years, the Company's gross
margins have varied primarily as a result of pricing, 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 will maintain or improve
gross margins. 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. See Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
  Risks Relating to Variability of Orders from Customers; Backlog
 
     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 variations in demand for customer
products due to, among other things, technological changes, 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
 


                                       21
<PAGE>   23
 
and results of operations. See Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Item 1, "Business -- Released
Backlog."
 
  Competition
 
     The electronic interconnect industry is highly fragmented and characterized
by intense competition. The Company believes its 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 are
able to negotiate lower prices, which could have a material adverse effect on
the Company. 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. This price competition from Asian printed circuit
manufacturers may intensify as a result of economic turmoil, currency
devaluations or financial market instability that many Asian countries are
currently experiencing. Moreover the Company's basic interconnect technology is
generally not subject to significant proprietary protection, and companies with
significant resources or international operations 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. See Item 1, "Business --
Competition."
 
  Risks Relating to the Acquisitions and the Company's Acquisition Strategy
 
     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 its acquired businesses profitably in the future. The
Company expects its gross profit margin will be lower in future fiscal quarters
than has historically been the case due, in part, to the Acquisitions. Operating
expenses associated with the acquired businesses may have a material adverse
effect on the Company's business, financial condition and results of operations
in the future. See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Item 1, "Business -- General."
 
     The Company may from time to time pursue the acquisition of other
companies, assets, products or technologies. The Company may incur additional
indebtedness and additional charges against earnings in connection with future
acquisitions. Acquisitions involve a number of operating risks that could
materially adversely affect the Company's 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 businesses 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.
 


                                       22
<PAGE>   24
 
  Risks of Inability to Manage Significant Growth
 
     In fiscal 1997 and 1998, the Company significantly expanded its operations,
including geographically, which placed, and will continue to place, significant
demands on the Company's management, operational, technical and financial
resources. The Acquisitions have intensified these demands. The Company expects
that expansion will require additional management personnel and the development
of further expertise by existing management and supervisory personnel, in order
to train, motivate and manage its employees. 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. The Company's failure to effectively manage
future growth could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Factors That May Affect
Future Results -- Risks Relating to the Acquisitions and the Company's
Acquisition Strategy" and "Factors That May Affect Future Results -- Dependence
on Key Personnel."
 
  Risks Relating to Operation of Malaysian Facility and Asian Economic Turmoil
 
     Hadco Santa Clara completed construction of a volume manufacturing facility
for printed circuits in Malaysia in fiscal 1997. Hadco's management has limited
experience in operating foreign manufacturing facilities, and there can be no
assurance that the Company will operate the facility on a profitable basis. The
Company believes that the Malaysian facility could incur operating losses in the
future as a result of various factors, including, without limitation, operating
inefficiencies and price competition for the products which the Company intends
to produce at the facility. 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. Malaysia and other Asian countries have recently experienced
economic turmoil and a significant devaluation of their local currencies. There
can be no assurance that this period of Asian economic turmoil will not result
in increased price competition, reduced sales by the Company's customers in Asia
with a concomitant reduction in such customers' orders for the Company's
products, restrictions on the transfer of funds overseas, employee turnover,
labor unrest, the reversal of current policies encouraging foreign investment
and trade, or other domestic Asian economic problems that could materially
adversely affect the Company's business, financial condition or results of
operations.
 
  Rapid Technological Change, Continuing Process Development and Potential
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 in the future could 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, and there can be no assurance that failures or
disruptions will not occur in the future. In addition, the Company has a large
manufacturing facility in Santa Clara, California, an area of the United States
that is subject to significant natural disasters, including earthquakes, fires
and flooding. 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
 


                                       23
<PAGE>   25
 
resulting from a natural disaster in California or other locations where the
Company has facilities could have a material adverse effect on the Company's
business, financial condition and results of operations. See Item 1, "Business
-- Products and Services" and Item 2, "Manufacturing and Facilities."
 
  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 1996, 1997 and 1998, the Company's ten largest
customers accounted for approximately 48%, 47% and 51% of net sales,
respectively. In fiscal 1998, Solectron accounted for approximately 17% of the
net sales of the Company. The Company has one customer that accounted for 16%
and 13% of consolidated accounts receivable at October 25, 1997 and October 31,
1998, respectively. The Company generally does not obtain long-term purchase
orders or commitments from its customers, and the orders received by the Company
generally require delivery within 90 days. Given the Company's strategy of
developing long-term purchasing 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 or the
inability or refusal of such customer to pay for such orders could have a
material adverse effect on the Company's business, financial condition and
results of operations. See Item 1, "Business -- Markets and Customers" and
"Factors That May Affect Future Results -- Risks Relating to Variability of
Orders from Customers; Backlog."
 
  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. Although the Company has historically needed to increase its
manufacturing capacity, the Company believes that excess capacity may exist in
the printed circuit and electronic assembly industries. In addition, growth
rates in the electronics industry as a whole have fluctuated historically. These
factors could have a material adverse effect on future orders and pricing. 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 when needed 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. See "Factors That May Affect Future Results
-- Rapid Technological Change, Continuing Process Development and Potential
Process Disruption" and Item 2, "Manufacturing and Facilities."
 
  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
 


                                       24
<PAGE>   26
 
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.
See Item 1, "Business -- Environmental Matters," Item 3, "Legal Proceedings and
Claims" and Note 9 of Notes to the Company's Consolidated Financial Statements.
 
  Risks of Inability to Obtain Raw Materials and Components
 
     Although the Company does not have guaranteed sources of raw materials and
components utilized in its operations, it does have supply agreements with a
limited number of key suppliers, and it routinely purchases raw materials and
components from several 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. The
Company believes that the potential exists for shortages of materials in the
printed circuit and electronic assembly industries, which could have a material
adverse effect on the Company's manufacturing operations and future unit costs.
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 and
system 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 and system assembly business,
thereby materially adversely affecting the Company's business, financial
condition and results of operations. See Item 1, "Business -- Supplier
Relationships."
 
  Dependence on Key Personnel
 
     The Company's future success depends to a large extent upon the continued
services of key managerial and technical employees. Most of the executive
officers of the Company are bound by employment or non-compete agreements. The
non-compete restrictions expire one year or, under certain circumstances, up to
two years, after the termination of the executive officer's employment with the
Company. Certain other key employees of the Company also have employment or
non-compete agreements. The loss of the services of any of the Company's key
employees could have a material adverse effect 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.
 
  Investments in Intellectual Property; Intellectual Property Protection
 
     The Company's success depends in part on its proprietary techniques and
manufacturing expertise, particularly in the area of dense multilayer printed
circuits. As of October 31, 1998, the Company had capitalized approximately $191
million of acquired intangible assets, consisting primarily of developed
technology, customer relationships and goodwill. These intangible assets are
being amortized over lives ranging from 12 to 30 years. The Company assesses the
realizability and valuation of intangible assets based on the estimated cash
flows to be generated by such assets. Based on its most recent analyses, the
Company believes that no material impairment of intangible assets exists as of
October 31, 1998. Impairment occurs



                                      25
<PAGE>   27
 
when actual cash flows generated do not equal or exceed estimated cash flows.
The estimated cash flows are based on assumptions the Company believes to be
reasonable, but which are inherently uncertain and unpredictable. The Company's
assumptions may be incomplete or inaccurate, and no assurance can be given that
unanticipated events and circumstances will not occur. Accordingly, actual cash
flows may vary from the projected cash flows. In such event, the Company may be
required to write-off or write-down the value of assets which are impaired. Any
such write-off or write-down may result in a material adverse effect on the
financial condition and results of operations of the Company. See Notes 2 and 5
of Notes to the Company's Consolidated Financial Statements.
 
     The Company has few patents and relies 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. See Item 1, "Business
-- Product Protection."
 
  Anti-Takeover Provisions
 
     The Company's Stockholder Rights Plan and certain provisions of the
Company's Restated Articles of Organization and By-Laws and of Massachusetts
Law, including Massachusetts General Laws Chapter 110D, entitled "Regulation of
Control Share Acquisitions" and Chapter 110F, the so-called Business Combination
Statute, could discourage potential acquisition proposals and could delay or
prevent a change in control or sale of the Company. Each and all of the above
provisions and statutes could diminish the opportunities for a stockholder to
participate in tender offers, including tender offers at a price above the then
current market value of Common Stock and may render more difficult or discourage
a merger, consolidation or tender offer (even if such transaction is supported
by the Company's Board of Directors or is favorable to the stockholders), the
assumption of control by a holder of a large block of the Company's shares, and
the removal of incumbent management.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     Derivative Financial Instruments, Other Financial Instruments, and
Derivative Commodity Instruments. At October 31, 1998, the Company did not
participate in any derivative financial instruments, or other financial and
commodity instruments for which fair value disclosure would be required under
SFAS No. 107. The Company holds no investment securities which would require
disclosure of market risk.
 
     Primary Market Risk Exposures.  The Company's primary market risk exposures
are in the areas of interest rate risk and foreign currency exchange rate risk.
The Company incurs interest expense on loans made under the Credit Facility at
interest rates which are fixed for a maximum of six months. At October 31, 1998,
the Company's outstanding borrowings on the Credit Facility were $150 million,
at a weighted average interest rate of 6.58%. This interest rate is a
combination of two Eurodollar rate loans of $50 million and $100 million at
rates of 6.625% and 6.5625%, respectively. The Eurodollar rates are fixed until
November 25, 1998 and January 25, 1999, respectively, at which time the Company
can again fix these rates for periods of one, two, three or six months. The
Eurodollar Rate is subject to market risks and will fluctuate.
 
     Substantially all of the Company's business outside the United States is
conducted in U.S. dollar denominated transactions. The Company does operate a
volume manufacturing facility in Malaysia. Some of the expenses of this facility
are denominated in Malaysian ringgits. Expenses denominated in ringgits include
local salaries and wages, utilities and some operating supplies. However, the
Company believes that the operating expenses currently incurred in foreign
currency are immaterial, and therefore any associated market
 


                                       26
<PAGE>   28
 
risk is unlikely to have a material adverse effect on the Company's business,
results of operations or financial condition.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The Company's Consolidated Financial Statements and the Report of
Independent Public Accountants thereon are presented in the following pages. The
Consolidated Financial Statements filed in Item 8 are as follows:
 
                                                                           PAGE
                                                                           ----

Report of Independent Public Accountants..................................   28

Consolidated Balance Sheets as of October 25, 1997 and
  October 31, 1998........................................................   29

Consolidated Statements of Operations for the years ended
  October 26, 1996, October 25, 1997 and October 31, 1998.................   30

Consolidated Statements of Stockholders' Investment for the
  years ended October 26, 1996, October 25, 1997 and October
  31, 1998................................................................   31

Consolidated Statements of Cash Flows for the years ended
  October 26, 1996, October 25, 1997 and October 31, 1998.................   32

Notes to Consolidated Financial Statements................................   33



 
                                       27
<PAGE>   29
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Hadco Corporation:
 
     We have audited the accompanying consolidated balance sheets of Hadco
Corporation (a Massachusetts corporation) and subsidiaries as of October 25,
1997 and October 31, 1998, and the related consolidated statements of
operations, stockholders' investment and cash flows for each of the three years
in the period ended October 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hadco Corporation and
subsidiaries as of October 25, 1997 and October 31, 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended October 31, 1998, in conformity with generally accepted accounting
principles.
 
     Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in item 14(a)(2) is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states, in all
material respects, the financial data required to be set forth therein, in
relation to the basic financial statements taken as a whole.


 
                                                             Arthur Andersen LLP
 
Boston, Massachusetts
November 20, 1998


 
                                      28
<PAGE>   30
 
                       HADCO CORPORATION AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
 
<TABLE>
<CAPTION>
                                                              OCTOBER 25,    OCTOBER 31,
                                                                 1997           1998
                                                              -----------    -----------
<S>                                                           <C>            <C>
                                         ASSETS
Current Assets:
     Cash and cash equivalents..............................   $ 12,171       $  7,169
     Short-term investments.................................      1,562             --
     Accounts receivable, net of allowance of $1,700 in 1997
      and $2,129 in 1998....................................     92,222        111,094
     Inventories............................................     46,000         67,017
     Deferred tax asset.....................................     10,483         17,156
     Prepaid expenses and other current assets..............      4,245         18,666
                                                               --------       --------
          Total current assets..............................    166,683        221,102
Property, Plant and Equipment, net..........................    231,490        322,887
Acquired Intangible Assets, net.............................    101,131        191,421
Other Assets................................................      3,213          8,415
                                                               --------       --------
                                                               $502,517       $743,825
                                                               ========       ========
 
                          LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
     Current portion of long-term debt......................   $  5,064       $  4,377
     Accounts payable.......................................     68,594         79,350
     Accrued payroll and other employee benefits............     28,279         26,529
     Accrued taxes..........................................      1,775             --
     Other accrued expenses.................................      9,278         19,016
                                                               --------       --------
          Total current liabilities.........................    112,990        129,272
                                                               --------       --------
Long-term Debt, net of current portion......................    109,716        354,291
                                                               --------       --------
Deferred Tax Liability......................................     30,685         59,521
                                                               --------       --------
Other Long-term Liabilities.................................      9,214          9,192
                                                               --------       --------
Commitments and Contingencies (Note 9)
Stockholders' Investment:
     Common stock, $.05 par value;
     Authorized -- 25,000 shares in 1997 and 50,000 shares
      in 1998
     Issued and outstanding -- 13,086 shares in 1997 and
      13,366 shares in 1998.................................        655            669
Paid-in Capital.............................................    168,246        173,906
Deferred Compensation.......................................       (117)           (44)
Retained Earnings...........................................     71,128         17,018
                                                               --------       --------
          Total stockholders' investment....................    239,912        191,549
                                                               --------       --------
                                                               $502,517       $743,825
                                                               ========       ========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       29
<PAGE>   31
 
                       HADCO CORPORATION AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                       FOR THE YEARS ENDED
                                                            -----------------------------------------
                                                            OCTOBER 26,    OCTOBER 25,    OCTOBER 31,
                                                               1996           1997           1998
                                                            -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>

Net Sales.................................................   $350,685       $648,705       $826,359
Cost of Sales.............................................    260,230        507,313        702,669
                                                             --------       --------       --------
Gross Profit..............................................     90,455        141,392        123,690
Operating Expenses........................................     38,923         64,586         81,627
Restructuring and Other Non-recurring Charges.............         --             --          7,053
Write-off of Acquired In-Process Research and
  Development.............................................         --         78,000         63,050
                                                             --------       --------       --------
Income (Loss) From Operations.............................     51,532         (1,194)       (28,040)
Interest and Other Income.................................      1,287          3,296          2,295
Interest Expense..........................................       (338)       (10,923)       (22,468)
                                                             --------       --------       --------
Income (Loss) Before Provision for Income Taxes...........     52,481         (8,821)       (48,213)
Provision for Income Taxes................................     20,467         27,672          5,897
                                                             --------       --------       --------
Net Income (Loss).........................................   $ 32,014       $(36,493)      $(54,110)
                                                             ========       ========       ========
Net Income (Loss) Per Share:
     Basic................................................   $   3.12       $  (3.18)      $  (4.09)
                                                             ========       ========       ========
     Diluted..............................................   $   2.89       $  (3.18)      $  (4.09)
                                                             ========       ========       ========
Weighted Average Shares Outstanding:
     Basic................................................     10,245         11,458         13,216
                                                             ========       ========       ========
     Diluted..............................................     11,084         11,458         13,216
                                                             ========       ========       ========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       30
<PAGE>   32
 
                       HADCO CORPORATION AND SUBSIDIARIES
 
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                    COMMON STOCK
                                                --------------------
                                                 NUMBER     $.05 PAR   PAID-IN      DEFERRED     RETAINED
                                                OF SHARES    VALUE     CAPITAL    COMPENSATION   EARNINGS
                                                ---------   --------   --------   ------------   --------
<S>                                             <C>         <C>        <C>        <C>            <C>

Balance, October 28, 1995.....................    9,939       $497     $ 25,077      $(407)      $75,607
     Terminated stock options.................       --         --          (13)        13            --
     Exercise of stock options................      443         24        1,714         --            --
     Tax benefit of exercise of nonqualified
       stock options..........................       --         --        4,161         --            --
     Compensation expense associated with
       granting nonqualified stock options....       --         --           --        154            --
     Net income...............................       --         --           --         --        32,014
                                                 ------       ----     --------      -----       -------
Balance, October 26, 1996.....................   10,382        521       30,939       (240)      107,621
     Terminated stock options.................       --         --           (2)         2            --
     Exercise of stock options................      263         12        1,291         --            --
     Tax benefit of exercise of nonqualified
       stock options..........................       --         --        5,052         --            --
     Compensation expense associated with
       granting nonqualified stock options....       --         --           --        121            --
     Sale of common stock, net of offering
       costs of $1,033........................    2,441        122      130,966         --            --
     Net loss.................................       --         --           --         --       (36,493)
                                                 ------       ----     --------      -----       -------
Balance, October 25, 1997.....................   13,086        655      168,246       (117)       71,128
     Exercise of stock options................      179          9        1,073         --            --
     Sale of common stock.....................      101          5        2,588         --            --
     Compensation expense associated with
       granting nonqualified stock options....       --         --           --         73            --
     Tax benefit of exercise of nonqualified
       stock options..........................       --         --        1,999         --            --
     Net loss.................................       --         --           --         --       (54,110)
                                                 ------       ----     --------      -----       -------
Balance, October 31, 1998.....................   13,366       $669     $173,906      $ (44)      $17,018
                                                 ======       ====     ========      =====       =======
</TABLE>

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


                                       31
<PAGE>   33
 
                       HADCO CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                         FOR THE YEARS ENDED
                                                              -----------------------------------------
                                                              OCTOBER 26,    OCTOBER 25,    OCTOBER 31,
                                                                 1996           1997           1998
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Cash Flows from Operating Activities:
  Net income (loss).........................................   $ 32,014       $ (36,493)     $ (54,110)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities --
    Write-off of acquired in-process research and
      development...........................................         --          78,000         63,050
    Depreciation, amortization, deferred compensation and
      deferred taxes........................................     17,330          40,972         65,209
    (Gain) loss on disposal of fixed assets.................       (205)         (1,862)         1,840
    Changes in assets and liabilities, net of acquisition of
      Zycon Corporation and Continental Circuits Corp. in 
      1997 and 1998, respectively:
      Increase in accounts receivable.......................     (4,825)        (26,762)        (2,406)
      Increase in inventories...............................     (8,482)        (12,824)        (9,488)
      Decrease in prepaid expenses and other current
         assets.............................................        213             308          1,836
      Decrease in other assets..............................         33             385          2,811
      Increase (Decrease) in accounts payable and accrued
         expenses...........................................     17,720           8,873         (5,783)
      Increase (Decrease) in long-term liabilities..........      1,831              70            (22)
                                                               --------       ---------      ---------
         Net cash provided by operating activities..........     55,629          50,667         62,937
                                                               --------       ---------      ---------
Cash Flows from Investing Activities:
  Purchases of short-term investments.......................     (8,402)        (19,862)        (2,020)
  Maturities of short-term investments......................     14,168          27,701          3,582
  Purchases of property, plant and equipment................    (53,966)        (69,851)       (83,508)
  Proceeds from sale of property, plant and equipment.......        290           2,760             --
  Acquisition of Zycon Corporation in 1997 and Continental
    Circuits Corp. in 1998, net of cash acquired............         --        (209,661)      (192,532)
                                                               --------       ---------      ---------
         Net cash used in investing activities..............    (47,910)       (268,913)      (274,478)
                                                               --------       ---------      ---------
Cash Flows from Financing Activities:
  Principal payments of long-term debt and capital lease
    obligations.............................................     (2,139)       (164,766)      (258,424)
  Proceeds from issuance of long-term debt..................         --         224,954        459,289
  Proceeds from exercise of stock options...................      1,738           1,303          1,082
  Sale of common stock, net of issuance costs...............         --         131,088          2,593
  Tax benefit from exercise of nonqualified stock options...      4,161           5,052          1,999
                                                               --------       ---------      ---------
         Net cash provided by financing activities..........      3,760         197,631        206,539
                                                               --------       ---------      ---------
Net Increase (Decrease) in Cash and Cash Equivalents........     11,479         (20,615)        (5,002)
Cash and Cash Equivalents, Beginning of Period..............     21,307          32,786         12,171
                                                               --------       ---------      ---------
Cash and Cash Equivalents, End of Period....................   $ 32,786       $  12,171      $   7,169
                                                               ========       =========      =========
Supplemental Schedule of Noncash Investing and Financing
  Activities:
  Machinery and equipment acquired under capital lease
    obligations.............................................   $  1,032       $      --      $      --
                                                               ========       =========      =========
Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
    Interest................................................   $    279       $  10,270      $  11,520
                                                               ========       =========      =========
    Income taxes (net of refunds)...........................   $ 16,794       $  21,099      $  11,786
                                                               ========       =========      =========
Acquisition of Zycon Corporation in 1997 and Continental
  Circuits Corp. in 1998:
  Fair value of assets acquired.............................   $     --       $ 206,009      $ 137,623
  Liabilities assumed.......................................         --        (110,503)       (66,381)
  Cash paid.................................................         --        (204,885)      (186,083)
  Acquisition costs incurred................................         --          (7,600)        (3,949)
  Write-off of acquired in-process research and
    development.............................................         --          78,000         63,050
                                                               --------       ---------      ---------
  Goodwill..................................................   $     --       $ (38,979)     $ (55,740)
                                                               ========       =========      =========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       32
<PAGE>   34
 
                       HADCO CORPORATION AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
 
     Hadco Corporation's (the "Company" or "Hadco") principal products are dense
multilayer rigid printed circuits and backplane and system assemblies. The
Company was incorporated in Massachusetts in 1966.
 
     The consolidated financial statements reflect the application of certain
accounting policies as described in this Note and elsewhere in the accompanying
notes to consolidated financial statements.
 
  Principles of Consolidation
 
     The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
 
  Management Estimates and Uncertainties
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
     The Company is subject to a number of risks and uncertainties similar to
those of other companies of the same size within the electronics industry,
including, without limitation, dependence on the electronics industry,
variability of customer orders, competition, rapid technological changes,
environmental matters and dependence on key individuals.
 
  Cash Equivalents and Short-Term Investments
 
     The Company considers all highly liquid investment instruments purchased
with a maturity of three months or less to be cash equivalents. Cash equivalents
consist primarily of investments in money market funds and were approximately
$9,850,000 and $5,850,000 as of October 25, 1997 and October 31, 1998,
respectively.
 
     The Company classifies its short-term investments as held-to-maturity given
the Company's intent and ability to hold the securities to maturity. In
accordance with the SFAS No. 115, held-to-maturity securities are carried at
amortized cost.
 
     For the year ended October 25, 1997, the Company's short-term investments
were comprised of Certificates of Deposit which had a cost of $1,562,000 which
approximated fair market value and had a maturity of less than one year. The
Company did not have any short-term investments as of October 31, 1998.
 
     The Company has no financial instruments requiring disclosure under
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 119, Disclosure About Derivative Financial
Instruments and Fair Value of the Financial Instruments.
 
  Concentration of Credit Risk
 
     SFAS No. 105, Disclosure of Information About Financial Instruments with
Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit
Risk, requires disclosure of any significant off-balance-sheet and credit risk
concentrations. As of October 31, 1998, the Company has no significant
off-balance-sheet concentrations of credit risk such as foreign currency
exchange contracts or other hedging arrangements. Financial instruments that
subject the Company to credit risk consist of cash and cash equivalents,
short-term investments and trade accounts receivable. The Company maintains the
majority of its cash and short-term
 


                                       33
<PAGE>   35
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
investment balances with financial institutions. The Company has not experienced
any losses on these investments to date. Substantially all of the Company's
accounts receivable are concentrated in the high technology and electronics
industry. The Company has not experienced significant recurring losses related
to receivables from individual customers or groups of customers in the high
technology and electronics industry or by geographic region, although the
Company has and may in the future incur a significant loss in a particular
reporting period. Due to these factors, no additional credit risk beyond amounts
provided for is believed by management to be inherent in the Company's accounts
receivable.
 
  Depreciation and Amortization of Property, Plant and Equipment
 
     The Company provides for depreciation and amortization on a straight-line
basis over the following estimated useful lives:
 
<TABLE>
<CAPTION>
                                                                   ESTIMATED
                 ASSET CLASSIFICATION                             USEFUL LIFE
                 --------------------                             -----------
        <S>                                                       <C>
        Land betterments......................................    10-18 Years
        Buildings and improvements............................    10-40 Years
        Machinery and equipment...............................     3-10 Years
        Furniture and fixtures................................      5-7 Years
        Computer software.....................................        3 Years
        Vehicles..............................................      3-5 Years
        Capital leases........................................     Lease term
</TABLE>
 
  Net Income (Loss) per Share
 
     The Company adopted SFAS No. 128, Earnings per Share, effective for the
quarter ended January 31, 1998, which replaces primary and fully diluted
earnings per share with basic and diluted earnings per share. Prior period
amounts have been restated to conform to the current period presentation. Under
SFAS No. 128, basic net income (loss) per common share is computed based on net
income (loss) available to common stockholders and the weighted average number
of common shares outstanding during the period. The diluted net income (loss)
per share is computed based on including the number of additional common shares
that would have been outstanding if the dilutive potential common shares had
been issued.
 
     A reconciliation of basic and diluted shares outstanding, is as follows:
 
<TABLE>
<CAPTION>
                                              OCTOBER 26,    OCTOBER 25,    OCTOBER 31,
                                                 1996           1997           1998
                                              -----------    -----------    -----------
                                                           (IN THOUSANDS)
<S>                                           <C>            <C>            <C>
Basic weighted average shares outstanding...    10,245         11,458         13,216
Weighted average common equivalent shares...       839             --             --
                                                ------         ------         ------
Diluted weighted average shares
  outstanding...............................    11,084         11,458         13,216
                                                ======         ======         ======
</TABLE>
 
     Diluted weighted average shares outstanding does not include 1,070,000, and
1,308,000 common equivalent shares at October 25, 1997 and October 31, 1998,
respectively, as their effect would be anti-dilutive. There were no
anti-dilutive shares at October 26, 1996.
 
  Revenue Recognition
 
     The Company recognizes revenue at the time products are shipped.


 
                                       34
<PAGE>   36
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
  Research and Development Expenses
 
     The Company charges research and development expenses to operations as
incurred. For the fiscal years ended October 1996, 1997 and 1998, research and
development expenses were approximately $4,307,000, $6,929,000 and $6,111,000,
respectively, and are included in operating expenses.
 
  Stock-Based Compensation
 
     The Company adopted SFAS No. 123, Accounting for Stock-Based Compensation,
in fiscal 1997. SFAS No. 123 defines a fair-value-based method of accounting for
employee stock options and other stock-based compensation. The compensation
expense arising from this method of accounting can be reflected in the financial
statements or, alternatively, the pro forma net income (loss) and per share
amounts effect of the fair-value-based accounting can be disclosed in the
financial footnotes. The Company has adopted the disclosure-only alternative.
(See Note 10, "Stockholders' Investment.")
 
  Foreign Currency Translation
 
     The financial statements of the Company's Malaysia subsidiary are
translated in accordance with SFAS No. 52, Foreign Currency Translation. The
functional currency of the Company's Malaysia subsidiary is the U.S. dollar,
accordingly, all assets and liabilities of the foreign subsidiary are translated
using the exchange rate at the balance sheet date, except for prepaid expenses,
equipment and improvements and stockholders' equity (deficit), which are
translated at historical rates. Revenues and expenses are translated at
historical rates. Translation gains and losses arising from the translations are
included in the consolidated statements of operations, since the functional
currency is the U.S. dollar for all operations.
 
  Reclassification
 
     The Company has reclassified certain prior year information to conform with
the current year's presentation.
 
  New Accounting Standards
 
     In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income.
This Statement established standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general-purpose financial statements. This Statement is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is required.
This Statement, requiring only additional informational disclosures, is
effective for the Company's fiscal year ending October 30, 1999.
 
     In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information. This Statement established standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that enterprises report
selected information about operating segments in interim financial reports
issued to stockholders. This Statement is effective for fiscal years beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years will be provided unless deemed impractical. This
Statement, requiring only additional informational disclosures, is effective for
the Company's fiscal year ending October 30, 1999.
 
     In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This Statement is effective for all fiscal quarters of fiscal years beginning
after
 

                                       35
<PAGE>   37
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
June 15, 1999. The Company does not anticipate the adoption of this Statement to
have a material impact on its financial position or results of operations.
 
(2) ACQUISITIONS
 
     On January 10, 1997 the Company acquired all of the outstanding common
stock of Zycon Corporation ("Zycon") (the "Zycon Acquisition"), and on March 20,
1998, the Company acquired all of the outstanding common stock of Continental
Circuits Corp. ("Continental") (the "Continental Acquisition", and together with
the Zycon Acquisition, the "Acquisitions"). These Acquisitions were financed by
the Company's unsecured senior revolving credit facility with a group of banks.
The Company borrowed approximately $215,000,000 upon consummation of the Zycon
Acquisition and approximately $220,000,000 upon consummation of the Continental
Acquisition. The Acquisitions were accounted for as purchases in accordance with
Accounting Principles Board Opinion No. 16 and accordingly, Zycon's and
Continental's operating results since the respective dates of acquisition are
included in the accompanying consolidated financial statements. In accordance
with APB Opinion No. 16, the Company allocated the purchase price of the
Acquisitions based on the fair value of the assets acquired and liabilities
assumed. Significant portions of the purchase price of both were identified in
independent appraisals, using proven valuation procedures and techniques, as
intangible assets. These intangible assets include approximately $78,000,000 and
$63,050,000 for Zycon and Continental, respectively, for acquired in-process
research and development ("in-process R&D") for projects that did not have
future alternative uses. This allocation represents the estimated fair value
based on risk-adjusted cash flows related to the in-process R&D projects. At the
date of each acquisition, the development of these projects had not yet reached
technological feasibility, and the R&D in progress had no alternative future
uses. Accordingly, these costs were expensed as of the respective acquisition
date.
 
     Continental's in-process R&D value is comprised of eight primary R&D
programs. These programs include the introduction of certain new technologies.
At the acquisition date, Continental's R&D programs ranged in completion from
10% to 80%, and total continuing R&D commitments to complete the projects are
currently expected to be significant. Remaining development efforts for the
Continental programs are complex and include the development and advancement of
advanced chemical, electrical and engineering solutions.
 
     Expenditures to complete the Continental projects are subject to change,
given the uncertainties of the development process, and no assurance can be
given that deviations from these estimates will not occur. Additionally, these
projects will require maintenance R&D after they have reached a state of
technological and commercial feasibility. In addition to usage of the acquired
companies' internal cash flows, Hadco currently believes it will provide a
substantial amount of funding to complete each acquired company's programs.
 
     There is risk associated with the completion of the projects, and there is
no assurance that each will meet with either technological or commercial
success. The substantial delay or outright failure of the Zycon and Continental
acquired in-process R&D would impact the Company's financial condition.
 
     The value assigned to purchased in-process R&D was determined by estimating
the costs to develop the purchased in-process technology into commercially
viable products, estimating the resulting net cash flows from the projects and
discounting the net cash flows to their present value. The revenue projection
used to value the in-process R&D is based on estimates of relevant market sizes
and growth factors, expected trends in technology and the nature and expected
timing of new product introductions by the Company and its competitors.
 
     The rates utilized to discount the net cash flows to their present value
are based on the cost of Continental's and Zycon's weighted average cost of
capital. These discount rates are commensurate with
 

                                       36
<PAGE>   38
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
Continental's and Zycon's corporate maturity and the uncertainties in the
economic estimates described above.
 
     The forecasts used by the Company in valuing in-process R&D were based upon
assumptions the Company believes to be reasonable but which are inherently
uncertain and unpredictable. The Company's assumptions may be incomplete or
inaccurate, and unanticipated events and circumstances are likely to occur. For
these reasons, actual results may vary from the projected results.
 
     Acquired intangibles included developed technology, customer relationships,
assembled workforce, trade names and trademarks. These intangibles are being
amortized over their estimated useful lives of 12 to 30 years.
 
     The aggregate purchase prices of $212,485,000 and $190,032,000, including
acquisition costs, for the Zycon and Continental Acquisitions, respectively,
were allocated as follows:
 
<TABLE>
<CAPTION>
                                                            ZYCON      CONTINENTAL
                                                            -----      -----------
                                                               (IN THOUSANDS)
<S>                                                       <C>          <C>
Current assets..........................................  $  41,790     $ 24,056
Property, plant and equipment...........................     95,193       67,144
Acquired intangibles....................................     65,500       46,190
In-process R&D..........................................     78,000       63,050
Other assets............................................      3,526          233
Goodwill................................................     38,979       55,740
Liabilities assumed.....................................   (110,503)     (66,381)
                                                          ---------     --------
                                                          $ 212,485     $190,032
                                                          =========     ========
</TABLE>
 
     Unaudited pro forma operating results for the Company, assuming the
acquisition of Zycon occurred on October 28, 1995 and Continental occurred on
October 26, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                             YEAR ENDED
                                              -----------------------------------------
                                              OCTOBER 26,    OCTOBER 25,    OCTOBER 31,
                                                 1996           1997           1998
                                              -----------    -----------    -----------
                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                           <C>            <C>            <C>

Net sales...................................   $570,345       $837,650       $878,311
Net income..................................     27,222         37,544          1,519
Basic Net Income per Share..................       2.66           3.28           0.11
Diluted Net Income per Share................       2.46           3.14           0.11

</TABLE>
 
     For purposes of these pro forma operating results, the in-process R&D for
Zycon and Continental was assumed to have been written off prior to October 29,
1995 and October 26, 1996, respectively, so that the operating results presented
include only recurring costs.
 
(3) INVENTORIES
 
     Inventories are stated at the lower of cost or market on a first-in,
first-out (FIFO) basis, and consist of the following:
 
<TABLE>
<CAPTION>
                                                              1997       1998
                                                             -------    -------
                                                               (IN THOUSANDS)
<S>                                                          <C>        <C>
Raw materials..............................................  $16,728    $25,856
Work-in-process............................................   29,272     41,161
                                                             -------    -------
                                                             $46,000    $67,017
                                                             =======    =======
</TABLE>
 
     The work-in-process consists of materials, labor and manufacturing
overhead.
 

                                       37
<PAGE>   39
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
(4) PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment consist of the following:
 
<TABLE>
<CAPTION>
                                                           1997         1998
                                                         ---------    ---------
                                                             (IN THOUSANDS)
<S>                                                      <C>          <C>
Land betterments.......................................  $   2,174    $   5,562
Buildings and improvements.............................     74,172      139,164
Machinery and equipment................................    307,267      447,340
Furniture and fixtures.................................     18,611       12,439
Computer software......................................      3,152        7,012
Vehicles...............................................        626          668
Construction-in-progress...............................     38,716       21,985
                                                         ---------    ---------
                                                           444,718      634,170
Accumulated depreciation and amortization..............   (213,228)    (311,283)
                                                         ---------    ---------
                                                         $ 231,490    $ 322,887
                                                         =========    =========
</TABLE>
 
(5) INTANGIBLE ASSETS
 
     The Company assesses the realizability of 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. Based on its
most recent analysis, the Company believes that no material impairment of
intangible assets exists as of October 31, 1998. Intangible assets are amortized
on a straight-line basis, based on their estimated lives, as follows:
 
<TABLE>
<CAPTION>
                                         ESTIMATED LIFE    OCTOBER 25, 1997    OCTOBER 31, 1998
                                         --------------    ----------------    ----------------
                                                                      (IN THOUSANDS)
<S>                                      <C>               <C>                 <C>
Developed technology...................      12 years          $ 30,000            $ 52,190
Customer relationships.................   20-25 years            19,000              37,000
Assembled workforce....................   12-15 years            10,000              16,000
Trade names/trademarks.................      30 years             6,500               6,500
Goodwill...............................      20 years            40,869              94,719
                                                               --------            --------
                                                                106,369             206,409
Less -- Accumulated amortization.......                          (5,238)            (14,988)
                                                               --------            --------
                                                               $101,131            $191,421
                                                               ========            ========
</TABLE>
 
(6) INCOME TAXES
 
     The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes.
 

                                       38
<PAGE>   40
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
     The provision for income taxes shown in the accompanying consolidated
statements of operations is comprised of the following:
 
<TABLE>
<CAPTION>
                                                         YEAR ENDED OCTOBER
                                                    ----------------------------
                                                     1996       1997       1998
                                                    -------    -------    ------
                                                           (IN THOUSANDS)
<S>                                                 <C>        <C>        <C>
Federal
  Current.........................................  $18,341    $24,072    $6,617
  Deferred........................................   (1,206)     1,369    (1,681)
                                                    -------    -------    ------
                                                     17,135     25,441     4,936
                                                    -------    -------    ------
State
  Current.........................................    3,611      2,273     1,307
  Deferred........................................     (279)       (42)     (346)
                                                    -------    -------    ------
                                                      3,332      2,231       961
                                                    -------    -------    ------
                                                    $20,467    $27,672    $5,897
                                                    =======    =======    ======
</TABLE>
 
     The deferred provision for income taxes results from the following:
 
<TABLE>
<CAPTION>
                                                     1996       1997      1998
                                                    -------    ------    -------
                                                           (IN THOUSANDS)
<S>                                                 <C>        <C>       <C>

Difference between book and tax depreciation......  $   (46)   $1,939    $ 2,559
Deferred compensation.............................      266       146         66
Amortization of acquired intangible assets........       --    (1,210)    (2,198)
Reserves and expenses recognized in different
  periods for book and tax purposes...............   (1,658)      480     (2,383)
Other, net........................................      (47)      (28)       (71)
                                                    -------    ------    -------
                                                    $(1,485)   $1,327    $(2,027)
                                                    =======    ======    =======
</TABLE>
 
     The tax rate used in the computation of the provision for federal and state
income taxes differs from the statutory federal and state rates due to the
following:
 
<TABLE>
<CAPTION>
                                                     1996       1997       1998
                                                     -----      -----      -----
<S>                                                  <C>        <C>        <C>
Provision for statutory rate.......................  34.00%     35.00%     35.00%
Increase in tax resulting from -- state income
  taxes, net of federal tax benefit................   4.40       4.30       4.26
Tax-exempt interest income.........................  (0.40)     (0.30)      (.02)
Amortization of Goodwill...........................     --       0.89       8.71
Foreign Sales Corporation..........................  (0.05)     (0.69)     (5.97)
Other, net.........................................   1.05       0.80      (2.23)
                                                     -----      -----      -----
Provision for income taxes.........................  39.00%     40.00%     39.75%
                                                     =====      =====      =====
</TABLE>
 
     The provision for income taxes is calculated on income before provision for
taxes without taking into account the write-off of acquired in-process R&D. This
write-off was $63.0 million and $78.0 million for 1998 and 1997, respectively.
Income before the provision for income taxes excluding the write-off would have
been $14.8 million and $69.2 million for 1998 and 1997, respectively. The
Company's effective annual income tax rate for 1998 and 1997 was 39.75% and
40.0%, respectively. The effective rate for both years is slightly less than the
combined federal and state statutory rates. The effective rate was increased by
amortization of goodwill which is not tax deductible, and was offset by the tax
benefit of the Company's foreign sales corporation and various state investment
tax credits.
 
                                       39
<PAGE>   41
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
     The tax effects of temporary differences that give rise to significant
portions of the current and long-term deferred tax asset and liability at
October 25, 1997 and October 31, 1998 are as follows:
 
<TABLE>
<CAPTION>
                                                             1997        1998
                                                           --------    --------
                                                              (IN THOUSANDS)
<S>                                                        <C>         <C>

Deferred Tax Asset --
  Not currently deductible reserves......................  $ 11,592    $ 11,480
  Not currently deductible environmental accruals........     4,127       4,125
  Deferred compensation plans............................     1,140       1,551
                                                           --------    --------
          Total gross deferred tax asset.................    16,859      17,156
Less -- valuation allowance..............................       (54)         --
                                                           --------    --------
          Net deferred tax asset.........................    16,805      17,156
                                                           --------    --------
Deferred Tax Liability --
  Acquisition related intangibles........................   (24,096)    (39,653)
  Property, plant and equipment, principally due to
     differences in depreciation.........................   (12,911)    (19,868)
                                                           --------    --------
          Total gross deferred tax liability.............   (37,007)    (59,521)
                                                           --------    --------
Net deferred liability...................................  $(20,202)   $(42,365)
                                                           ========    ========
</TABLE>
 
(7) LINES OF CREDIT
 
     The Company's revolving line of credit with various banks is pursuant to an
Amended and Restated Revolving Credit Agreement, as amended (the "Credit
Facility"). The Credit Facility provides, among other things, for direct
borrowings for up to the lesser of $300 million or the Borrowing Base, as
defined in the Credit Facility, and expires January 8, 2002. Interest on loans
outstanding under the Credit Facility is payable at the Company's option at
either (i) the Base Rate (as defined in the Credit Facility) or (ii) the
Eurodollar Rate, plus the Applicable Eurodollar Rate Margin (both as defined in
the Credit Facility). The Company is required to pay a quarterly commitment fee
ranging from .2% to .375% per annum, based on certain financial ratios of the
Company, of the unused commitment under the Credit Facility. The Company is also
required to pay a quarterly usage fee based on an Applicable Base Rate Usage Fee
Margin and an Applicable Eurodollar Rate Usage Fee Margin (both as defined in
the Credit Facility). At October 25, 1997 and October 31, 1998, borrowings of
$100,000,000 and $150,000,000, respectively, were outstanding under the Credit
Facility at weighted average interest rates of 6.26% and 6.58%, respectively.
Borrowing availability under the Credit Facility was $74,500,000 at October 31,
1998.
 
     The Credit Facility contains customary representations and warranties. The
Credit Facility also contains extensive affirmative and negative covenants,
including, among others, certain limits on the ability of the Company and its
subsidiaries to incur indebtedness, create liens, make investments, pay
dividends or other distributions, engage in mergers, consolidations,
acquisitions or dispositions, enter into sale and lease-back transactions, enter
into guarantees, prepay subordinated indebtedness, make capital expenditures or
create any new series of capital stock or amend the terms of existing capital
stock. The Credit Facility also requires the Company to maintain certain
financial covenants, including maximum ratio of Consolidated Funded Debt to
EBITDA, minimum interest coverage, minimum consolidated net worth and minimum
fixed charge coverage. Certain financial covenants were modified and others
added under the most recent amendment to the Credit Facility, including an
additional covenant with respect to a minimum ratio of EBITDA to Consolidated
Total Interest Expense, which covenant terminates at the end of the Company's
fiscal first quarter 1999, and a covenant limiting the amount of Capital
Expenditures the Company and its subsidiaries may make, which covenant
terminates at the end of the Company's fiscal fourth quarter 1999. At October
31, 1998, the Company was in compliance with all loan covenants.


 
                                       40
<PAGE>   42
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
     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 $3.4 million for the purpose of acquiring land, facilities and
equipment for the Company's Malaysian subsidiary. The arrangement is renewable
annually. At October 31, 1998, there were no amounts outstanding under this
arrangement.
 
(8) LONG-TERM DEBT
 
     Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                   OCTOBER
                                                             -------------------
                                                               1997       1998
                                                             --------   --------
                                                               (IN THOUSANDS)
<S>                                                          <C>        <C>

Variable Rate Mortgages....................................  $    820   $    732
Revolving credit agreement (Note 7)........................   100,000    150,000
9 1/2% Senior Subordinated Notes due 2008..................        --    199,354
Obligations under capital leases with interest rates
  ranging from 7% to 7.75%.................................    13,960      8,582
                                                             --------   --------
                                                              114,780    358,668
Less -- Current portion....................................     5,064      4,377
                                                             --------   --------
                                                             $109,716   $354,291
                                                             ========   ========

</TABLE>
 
     On May 18, 1998, the Company sold $200 million aggregate principal amount
of its 9 1/2% Senior Subordinated Notes due 2008 (the "Notes") to certain
purchasers. The purchasers subsequently resold the Notes to "qualified
institutional buyers" in reliance upon Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and offshore purchasers pursuant to
Rule 904 of Regulation S under the Securities Act. The Notes were sold at a
price equal to 99.66% of their principal amount.
 
     On November 12, 1998, the Company consummated an exchange offer pursuant to
which the Notes were exchanged for notes (with terms identical in all material
respects) that were registered with the Securities and Exchange Commission under
a registration statement on Form S-4.
 
     Interest on the Notes is payable semi-annually on each June 15 and December
15 and commenced December 15, 1998. The Notes are redeemable at the option of
the Company, in whole or in part, at any time on or after June 15, 2003, at
104.75% of their principal amount, plus accrued interest, with such percentages
declining ratably to 100% of their principal amount, plus accrued interest. At
any time on or prior to June 15, 2001 and subject to certain conditions, up to
35% of the aggregate principal amount of the Notes may be redeemed, at the
option of the Company, with the proceeds of certain equity offerings of the
Company at 109.50% of the principal amount thereof, plus accrued interest. In
addition, at any time prior to June 15, 2003, the Company may redeem the Notes,
at its option, in whole or in part, at a price equal to the principal amount
thereof, together with accrued interest, plus the Applicable Premium (as defined
in the Indenture governing the Notes).
 
     The Notes are guaranteed, on a senior subordinated basis, by each of the
Company's U.S. Restricted Subsidiaries (as defined in the Indenture) (the
"Guarantors"). The net proceeds received by the Company from the issuance and
sale of the Notes, approximately $193.8 million, was used to repay outstanding
indebtedness under the Credit Facility previously incurred to, among other
things, finance the Acquisitions.
 
     The Indenture under which the Notes were issued (the "Indenture") imposes
certain limitations on the ability of the Company, its subsidiaries and, in
certain circumstances, the Guarantors, to, among other things, incur
indebtedness, pay dividends, prepay subordinated indebtedness, repurchase
capital stock, make investments, create liens, engage in transactions with
stockholders and affiliates, sell assets and engage in mergers and
consolidations.
 

                                       41
<PAGE>   43
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
     Maturities of long-term debt and capital lease obligations are as follows
as of October 31, 1998:
 
<TABLE>
<CAPTION>
        YEAR ENDING OCTOBER                                           AMOUNT
        -------------------                                         ----------
                                                                       (IN
                                                                    THOUSANDS)
        <S>                                                         <C>

        1999......................................................   $  4,377
        2000......................................................      2,208
        2001......................................................      1,628
        2002......................................................    150,092
        2003......................................................         92
        Thereafter................................................    200,271
                                                                     --------
                                                                     $358,668
                                                                     ========
</TABLE>
 
(9) COMMITMENTS AND CONTINGENCIES
 
  Operating Leases
 
     The Company leases manufacturing equipment and space under noncancelable
operating leases with terms expiring through 2009. Future minimum lease payments
under these leases as of October 31, 1998 are as follows:
 
<TABLE>
<CAPTION>
                                                                REAL
                                                  EQUIPMENT    ESTATE      TOTAL
                                                  ---------    -------    -------
                                                          (IN THOUSANDS)
<S>                                               <C>          <C>        <C>
Year Ending October --
  1999..........................................    $ 82       $ 6,615    $ 6,697
  2000..........................................      69         6,804      6,873
  2001..........................................      --         5,847      5,847
  2002..........................................      --         5,587      5,587
  2003..........................................      --         4,876      4,876
  Thereafter....................................      --        22,644     22,644
                                                    ----       -------    -------
     Future minimum lease payments..............    $151       $52,373    $52,524
                                                    ====       =======    =======
</TABLE>
 
     Total rental expense of approximately $1,434,000, $6,628,000 and $9,805,000
was incurred for the fiscal years ended October 1996, 1997 and 1998,
respectively.
 
     These operating leases include office and manufacturing space formerly
leased from a partnership in which the Chairman of the Board had an interest.
One of the leases is for a term of ten years, and expires in May 2008. A second
lease is for a term of seven years, and expires in May 2005, with options to
extend until May 2011. The remaining lease expires in May 2003, with options to
extend until May 2008. On June 10, 1998, the partnership sold its interest in
the property. The related rental expense for the fiscal years ended October
1996, 1997 and for the portion of fiscal 1998 during which the partnership owned
the properties was approximately $529,000, $533,000 and $394,000, respectively.
 
  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
iterative soil flushing. The Company has executed a 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



 
                                       42
<PAGE>   44
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
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. In the
summer of 1998, NYSDEC took additional samples from a wetland area near the
Company's Owego facility. Analytical reports of earlier sediment samples
indicated the presence of certain inorganics. The new samples showed elevated
levels of certain metals, but NYSDEC has not made a determination as to the
potential source of such metals, the remedial action to be taken, or the persons
to undertake and/or pay for any remediation. 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.
 
     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. 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.
 
     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 effects of changing laws and regulations. The total reserve for
environmental matters currently identified by the Company amounted to $10.6
million at October 25, 1997 and October 31, 1998. The current portion of these
costs amounted to approximately $1.4 million as of October 25, 1997 and October
31, 1998, and is included in other accrued expenses. The long-term portion of
these costs amounted to approximately $9.2 million as of October 25, 1997 and
October 31, 1998, 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 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.
 
     Included in operating expenses are charges for actual expenditures and
accruals, based on estimates, for environmental matters. During fiscal 1996,
1997 and 1998, the Company made, and charged to operating expenses, actual
payments of approximately $680,000, $296,000, and $92,000, respectively, for
environmental matters. In 1996, the Company also accrued and charged to
operating expenses approximately $1,825,000, as cost estimates for environmental
matters.
 
  Litigation
 
     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.
 


                                       43
<PAGE>   45
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
     From 1974 to 1980, the Company operated a printed circuit manufacturing
facility in Florida as a lessee. This property is the subject of a pending
lawsuit (the "Florida Lawsuit") and an investigation by the Florida Department
of Environmental Protection ("FDEP"). Hadco and others are participating in
alternative dispute resolution regarding the site with an independent mediator.
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.
 
     In connection with the Florida Lawsuit, Hadco and Gould, Inc., 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 Hadco Santa Clara 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 Hadco Santa
Clara 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,
Hadco Santa Clara's share is estimated at approximately 0.2% of the total
weight.
 
     In June 1997, the United States District Court in Los Angeles, California
approved and entered a Consent Decree among the EPA and 49 entities (including
Hadco Santa Clara) acting through the Casmalia Steering Committee ("CSC"). 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.
 
     On January 12, 1998, Hadco Santa Clara received notice of the filing of a
lawsuit, before the Superior Court (County of Santa Clara, California), against
it by Jackie Riley, Keith Riley and Richard Riley for damages (including
punitive damages) for alleged injuries suffered, including Richard Riley's
cancer, as a result of the alleged emission at the Hadco Santa Clara facility of
effluent from allegedly toxic and hazardous chemical substances. Because this
matter is at an early stage, the Company believes it cannot assess the potential
range of damages that might be awarded should the plaintiffs prevail.
 
     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.
 
  Purchase Commitments
 
     The Company had commitments to purchase approximately $17,640,000 of
manufacturing equipment and approximately $2,508,000 of leasehold improvements
as of October 31, 1998. The majority of these commitments is expected to be
completed by the end of fiscal 1999.


 
                                       44
<PAGE>   46
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
(10) STOCKHOLDERS' INVESTMENT
 
  Employee Stock Options
 
     The Company has several stock option plans that provide for the granting of
stock options to employees. The plans are administered by the Compensation
Committee of the Board of Directors and generally provide for the granting of
options at fair market value at the date of grant. The options vest over various
periods not to exceed 10 years, and expire at various times not exceeding 10
years plus 90 days from the date of grant. Substantially all employee stock
options granted are nonqualified stock options. The discussion below does not
include the plans pursuant to which the Board of Directors have determined not
to make future grants of options.
 
  December 1991 Director Plan
 
     This plan provides for the granting of options to purchase up to 300,000
shares of common stock at a price equal to the fair market value at the date of
grant. Initial options granted under this plan are exercisable ratably over a
four year period and expire no later than seven years from the date of grant.
This plan also provides for an annual grant of a vested option for 3,000 shares
to each non-employee director who has served as a director for five years or
more.
 
  November 1995 Plan
 
     This plan provides for the granting of options to purchase up to 1,000,000
shares of common stock at a price equal to fair market value at the date of
grant. The options vest according to each option agreement and they expire no
later than 10 years from the date of grant.
 
  The 1998 Stock Plan
 
     This plan provides for the granting of stock rights including options,
awards, and purchases up to 1,000,000 shares of common stock at a minimum price
equal to the fair market value at the date of grant. Stock rights may be granted
to employees, directors, and other associated parties. Stock rights will expire
as specified by the Compensation Committee, but in no case longer than 10 years
from the date of grant. The plan was approved by the Board of Directors on
September 15, 1998 and is currently subject to shareholder approval. There have
been no awards under this plan as of October 31, 1998.
 
  Outside Directors Compensation Plan of 1998
 
     The Company adopted the Outside Directors Compensation Plan of 1998 (the
"Directors Plan") in December 1997. The Directors Plan provides that the annual
fee for the outside directors shall be paid in restricted stock, and that
additional meeting fees may, at the option of the director, be paid in
restricted stock. A total of 12,000 shares of common stock have been reserved
for grant under the Directors Plan (as reduced by the Board of Directors from
24,000 shares). During fiscal 1998, the Company issued 4,436 shares under the
Directors Plan.
 
  Employee Stock Purchase Plan
 
     The Employee Stock Purchase Plan (the ESP Plan) was approved by the
Stockholders in March, 1998 to allow eligible employees, as defined in the ESP
Plan, to purchase shares of common stock during one or more six-month periods
through payroll deductions. Shares are purchased at 85% of fair value, as
defined. A total of 500,000 shares of common stock have been reserved for
purchase under the ESP Plan. During fiscal 1998, the Company issued 57,226
shares under the ESP Plan. At October 31, 1998, the Company has 442,774 shares
available for purchase under the ESP Plan.


 
                                       45
<PAGE>   47
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 
  Stockholder Rights Plan
 
     The Company adopted a Stockholder Rights Plan in August 1995 pursuant to
which the Company declared the distribution of one Common Stock Purchase Right
("Right") for each share of outstanding common stock. Under certain conditions,
each Right may be exercised for one share of common stock at an exercise price
of $130, subject to adjustment. Under circumstances defined in the Stockholder
Rights Plan, the Rights entitle holders to purchase stock having a value of
twice the exercise price of the Rights. Until they become exercisable, the
Rights are not transferable apart from the common stock. The Rights may be
redeemed by the Company at any time prior to the occurrence of certain events at
$.01 per Right. The Stockholder Rights Plan will expire on September 11, 2005,
unless the Rights are earlier redeemed by the Company.
 
     The following table summarizes stock option activity with respect to all
stock options:
 
<TABLE>
<CAPTION>
                                                                           WEIGHTED
                                                                           AVERAGE
                                            NUMBER         EXERCISE        EXERCISE
                                           OF SHARES      PRICE RANGE       PRICE
                                           ---------    ---------------    --------
                                              (IN
                                           THOUSANDS)
<S>                                        <C>          <C>                <C>
                                                              
Outstanding, October 28, 1995............    1,446     $ 2.00 -- $25.69     $ 5.44
  Options granted........................      150      27.00 --  31.50      30.98
  Options exercised......................     (443)      2.00 --  11.06       3.92
  Options canceled.......................      (45)      2.00 --  31.50       6.75
                                             -----      ---------------     ------
Outstanding, October 26, 1996............    1,108       2.00 --  31.50       9.45
  Options granted........................      267      45.31 --  67.00      48.52
  Options exercised......................     (263)      2.00 --  31.50       4.98
  Options canceled.......................      (42)      2.00 --  51.88      19.68
                                             -----      ---------------     ------
Outstanding, October 25, 1997............    1,070       2.10 --  67.00      19.87
  Options granted........................      533      31.78 --  63.50      48.47
  Options exercised......................     (179)      2.10 --  11.06       6.04
  Options canceled.......................     (116)      2.10 --  67.00      38.60
                                             -----      ---------------     ------
Outstanding, October 31, 1998............    1,308      $ 2.10 --$67.00     $31.72
                                             =====      ===============     ======
</TABLE>
 
     The following table summarizes information about stock options outstanding
and exercisable at October 31, 1998:
 
<TABLE>
<CAPTION>
                                                                                                    WEIGHTED
                                                WEIGHTED                                             AVERAGE
                                                AVERAGE             WEIGHTED                        EXERCISE
                                               REMAINING            AVERAGE                         PRICE OF
         RANGE OF              OPTIONS      CONTRACTUAL LIFE        EXERCISE          OPTIONS      EXERCISABLE
      EXERCISE PRICES        OUTSTANDING        (YEARS)              PRICE          EXERCISABLE      OPTIONS
      ---------------        -----------    ----------------        --------        -----------    -----------
<S>                          <C>            <C>                 <C>                 <C>            <C>

$2.10 -- $2.78.............      38,860           0.58               $ 2.37            38,860        $ 2.37
 3.38 --  4.94.............     112,545           2.46                 4.20           102,555          4.13
 6.69 --  8.00.............      49,875           5.03                 7.93            17,475          7.89
 8.50 -- 12.00.............     268,500           5.46                 8.81           119,025          8.79
27.00 -- 38.13.............     381,475           5.92                34.33            42,165         30.49
44.25 -- 67.00.............     456,630           6.47                54.90            41,288         47.98
                              ---------                              ------           -------        ------
                              1,307,885                              $31.72
                              =========                              ======
Exercisable October 31, 1998                                                          361,368        $13.74
                                                                                      =======        ======
Exercisable October 25, 1997                                                          379,000        $ 7.65
                                                                                      =======        ======
Exercisable October 26, 1996                                                          506,885        $ 4.52
                                                                                      =======        ======
</TABLE>

 
                                       46
<PAGE>   48
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
     The Company has reserved as of October 31, 1998, a total of 2,258,235
shares of common stock for issuance under stock option plans. During fiscal
1996, 1997 and 1998, approximately $154,000, $121,000, and $73,000,
respectively, were charged against income as compensation expense associated
with the granting of these options.
 
     The Company has computed the pro forma disclosures required under SFAS No.
123 using the Black-Scholes option pricing model for all stock options and stock
issuances under the Employee Stock Purchase Plan. The assumptions used, weighted
average information and the pro forma effect of applying SFAS No. 123 for the
years ended October 26, 1996, October 25, 1997 and October 31, 1998 are as
follows:
 
<TABLE>
<CAPTION>
                                                1996             1997              1998
                                            -------------    -------------     -------------
<S>                                         <C>              <C>              <C>

                                                                
Risk-free interest rates..................  6.20% -- 6.73%   6.20% -- 6.66%    5.75% -- 6.08%
Expected dividend yield...................             --               --                --
Expected lives............................     6.53 years       6.77 years        6.24 years
Expected volatility.......................           43.6%            43.6%             47.0%

Weighted average grant-date fair value of
  options granted during the period, net
  of an estimated termination rate of
  32.70%..................................  $       24.54    $       26.51     $       24.17

Weighted average exercise price of options
  granted during the period, net of an
  estimated termination rate of 32.70%....  $       45.26    $       48.15     $       43.76

Weighted average remaining contractual
  life of options outstanding.............     8.92 years       8.66 years        8.03 years

Weighted average exercise price of
  506,885, 379,000 and 361,368 options
  exercisable at October 26, 1996, October
  25, 1997 and October 31, 1998,
  respectively............................  $        4.52    $        7.50     $       13.74

Pro forma net income (loss) (in
  thousands)..............................  $      31,802    $     (37,088)    $     (55,755)

Pro forma diluted net income (loss) per
  share...................................  $        2.87    $       (3.18)    $       (4.09)
</TABLE>
 
(11) RETIREMENT PLAN
 
     The Hadco Corporation Retirement Plan (the "Plan"), as amended, covers all
employees with at least six months of continuous service, as defined. Annual
profit sharing contributions are made at the discretion of the Board of
Directors but cannot exceed the amount allowable for federal income tax
purposes. The Company provided for profit sharing contributions of $3,335,000,
$4,016,000 and $1,040,000 to the Plan for the years ended October 1996, 1997 and
1998, respectively.
 
     The Plan permits participants to elect to have contributions made to the
Plan in the form of reductions in salary under Section 401(k) of the Internal
Revenue Code subject to limitations set out in the Plan. Under the Plan, the
Company will match employee contributions up to 50% of the first six percent
contributed. Employee contributions become vested when made, and Company
contributions become vested at the rate of 33 1/3 for each year of service with
the Company. The Company matched employee contributions in the amount of
approximately $736,000, $834,000 and $3,798,000 during fiscal 1996, 1997 and
1998, respectively.
 
(12) QUARTERLY RESULTS (UNAUDITED)
 
     The following summarized unaudited results of operations for the fiscal
quarters in the years ended October 1997 and 1998 have been accounted for using
generally accepted principles for interim reporting purposes and include
adjustments (consisting of normal recurring adjustments) that the Company
considers necessary for the fair presentation of results for these interim
periods.


 
                                       47
<PAGE>   49
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                1997        1998
                                                              ---------   ---------
                                                              (IN THOUSANDS, EXCEPT
                                                                 PER SHARE DATA)
<S>                                                           <C>         <C>
First Fiscal Quarter --
  Net sales.................................................  $111,536    $198,276
  Gross profit..............................................    26,377      39,068
  Net income (loss).........................................   (69,161)     12,127
  Diluted net income (loss) per share.......................     (6.64)        .90
  Diluted weighted average shares outstanding...............    10,413      13,505

Second Fiscal Quarter --
  Net sales.................................................  $180,662    $209,587
  Gross profit..............................................    38,463      36,730
  Net income (loss).........................................     9,953     (59,739)
  Diluted net income (loss) per share.......................       .91       (4.54)
  Diluted weighted average shares outstanding...............    10,956      13,161

Third Fiscal Quarter --
  Net sales.................................................  $183,274    $201,392
  Gross profit..............................................    39,254      18,580
  Net income (loss).........................................    11,369      (6,880)
  Diluted net income (loss) per share.......................       .93        (.52)
  Diluted weighted average shares outstanding...............    12,254      13,255

Fourth Fiscal Quarter --
  Net sales.................................................  $173,233    $217,104
  Gross profit..............................................    37,298      29,312
  Net income................................................    11,346         382
  Diluted net income per share..............................       .84        0.03
  Diluted weighted average shares outstanding...............    13,528      13,560
</TABLE>
 
(13) CUSTOMERS
 
     During fiscal years 1996, 1997 and 1998, one customer accounted for
approximately 15%, 15% and 17% of consolidated net sales, respectively. The
Company's five largest customers accounted for 34%, 34% and 37% of consolidated
net sales during fiscal 1996, 1997 and 1998, respectively. The Company has one
customer that accounted for 16% and 13% of consolidated accounts receivable at
October 25, 1997 and October 31, 1998, respectively.
 
(14) GEOGRAPHIC SALES INFORMATION
 
     Export sales to unaffiliated customers outside of the United States totaled
approximately $177 million for the year ended October 31, 1998, representing
approximately 21% of net sales. Export sales as a percentage of total net sales
for the year ended October 31, 1998 were primarily to the following regions:
 
<TABLE>
<S>                                                             <C>
Canada......................................................    10.5%
Europe......................................................     6.0
Asia........................................................     4.0
Other.......................................................      .5
                                                                ----
                                                                21.0%
                                                                ====
</TABLE>
 
(15) RESTRUCTURING AND OTHER NON-RECURRING CHARGES
 
     On April 6, 1998, the Company announced the planned consolidation of its
two East Coast quick-turn prototype facilities into the larger of the two
facilities located at Haverhill, MA. The Company incurred and recorded in the
fiscal quarter ended May 2, 1998 non-recurring charges in connection with the
consolidation
 
                                       48
<PAGE>   50
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
totaling $5.9 million. Non-recurring costs include costs associated with the
abandonment of assets at one of the facilities. On July 31, 1998, the Company
announced a limited restructuring, which temporarily reduced the Company's
workforce by approximately 3%. This restructuring was in addition to the
consolidation of the East Coast quick-turn prototype facilities. The cost of
this limited restructuring is comprised of severance and related benefits for
the terminated employees. As of October 31, 1998 the Company has recorded a
liability for both restructurings totaling $897,000, which relates to severance
and other payroll related costs, as well as lease termination costs. The
component of the charges classified as restructuring-related met the criteria
set forth in Emerging Issues and Task Force Issue ("EITF") 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."
 
     The components of the restructuring and other non-recurring costs during
the year ended October 31, 1998 are as follows:
 
<TABLE>
<CAPTION>
                                                  EAST COAST
                                                   FACILITY       COMPANY-WIDE
                                                 CONSOLIDATION    RESTRUCTURING    TOTAL
                                                 -------------    -------------    -----
                                                              (IN THOUSANDS)
<S>                                              <C>              <C>              <C>

Loss on abandonment of assets..................     $1,965           $   --        $1,965
Severance benefits and associated costs........        130            1,105         1,235
Lease termination loss.........................      1,336               --         1,336
                                                    ------           ------        ------
          Total Restructuring Charges..........      3,431            1,105         4,536
Other Non-recurring Charges....................      2,517               --         2,517
                                                    ------           ------        ------
          Total Restructuring and Other
            Charges............................     $5,948           $1,105        $7,053
                                                    ======           ======        ======
</TABLE>
 
     Included in the restructuring and other charges is $2.5 million, which
represents the write-down of existing assets to their net realizable value, in
accordance with SFAS 121, Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed Of.
 
(16) SUPPLEMENTAL GUARANTORS CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
 
     Basis of presentation.  In connection with the Continental Acquisition,
which was financed with approximately $184 million of borrowings from the Credit
Facility, the Company on May 18, 1998 sold $200 million aggregate principal
amount of 9 1/2% Senior Subordinated Notes due in 2008 (the "Notes"). The Notes
are fully and unconditionally guaranteed on a senior subordinated basis, jointly
and severally, by certain of the Company's wholly-owned domestic subsidiaries
(the "Guarantors"). The Guarantors are Hadco Santa Clara, Inc., Hadco Phoenix,
Inc., CCIR of Texas Corp. and CCIR of California Corp. The condensed
consolidating financial statements of the Guarantors are presented below and
should be read in connection with the Consolidated Financial Statements of the
Company. Separate financial statements of the Guarantors are not presented
because (i) the Guarantors are wholly-owned and have fully and unconditionally
guaranteed the Notes on a joint and several basis and (ii) the Company's
management has determined such separate financial statements are not material to
investors and believes the condensed consolidating financial statements
presented are more meaningful in understanding the financial position of the
Guarantors.
 
     There are no significant restrictions on the ability of the Guarantors to
make distributions to the Company.
 
     Condensed consolidating financial information has not been presented for
1996 because the Guarantors were not subsidiaries of the Company in its 1996
fiscal year.
 


                                       49
<PAGE>   51
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
 
                     CONDENSED CONSOLIDATING BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                            AS OF OCTOBER 25, 1997
                                    -----------------------------------------------------------------------
                                     GUARANTOR     NON-GUARANTOR     PARENT      ELIMINATION   CONSOLIDATED
                                    SUBSIDIARIES   SUBSIDIARIES    CORPORATION     ENTRIES        TOTAL
                                    ------------   -------------   -----------   -----------   ------------
                                                                (IN THOUSANDS)
<S>                                 <C>            <C>             <C>           <C>           <C>
                                                  ASSETS
Current Assets:
     Cash and cash equivalents....    $ (1,603)       $ 2,249       $ 11,525      $      --      $ 12,171
     Short-term investments.......          --             --          1,562             --         1,562
     Accounts receivable, net.....         145             56         92,021             --        92,222
     Inventories..................      11,229          5,116         29,655             --        46,000
     Deferred tax asset...........          --             --         10,483             --        10,483
     Prepaid expenses and other
       current assets.............       2,271            113          1,861             --         4,245
                                      --------        -------       --------      ---------      --------
          Total current assets....      12,042          7,534        147,107             --       166,683
Property, Plant and Equipment,
  net.............................      67,525         33,462        130,503             --       231,490
Intercompany Receivable...........      12,184             --            863        (13,047)           --
Investments in Subsidiaries.......      23,435             --        142,560       (165,995)           --
Acquired Intangible Assets, net...     101,131             --             --             --       101,131
Other Assets......................         619          1,852            742             --         3,213
                                      --------        -------       --------      ---------      --------
                                      $216,936        $42,848       $421,775      $(179,042)     $502,517
                                      ========        =======       ========      =========      ========
 
                                 LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
     Current portion of long-term
       debt.......................    $  4,215        $   104       $    745      $      --      $  5,064
     Accounts payable.............      21,608          4,745         42,241             --        68,594
     Intercompany payable.........          --         13,047             --        (13,047)           --
     Accrued payroll and other
       employee benefits..........       5,693            225         22,361             --        28,279
     Accrued taxes................       3,880            269         (2,374)            --         1,775
     Other accrued expenses.......       1,514             56          7,708             --         9,278
                                      --------        -------       --------      ---------      --------
          Total current
            liabilities...........      36,910         18,446         70,681        (13,047)      112,990
                                      --------        -------       --------      ---------      --------
Long-term Debt, net of current
  portion.........................       8,278            353        101,085     --........       109,716
                                      --------        -------       --------      ---------      --------
Deferred Tax Liability............      29,802             --            883             --        30,685
                                      --------        -------       --------      ---------      --------
Other Long-term Liabilities.......          --             --          9,214     --........         9,214
                                      --------        -------       --------      ---------      --------
Stockholders' Investment:
     Common stock, $.05 par value;
       Authorized -- 25,000 shares
       Issued and outstanding --
       13,086 shares in 1997......          11         29,654            655        (29,665)          655
Paid-in Capital...................     212,474             --        168,246       (212,474)      168,246
Deferred Compensation.............          --             --           (117)            --          (117)
Retained Earnings.................     (70,539)        (5,605)        71,128         76,144        71,128
                                      --------        -------       --------      ---------      --------
          Total stockholders'
            investment............     141,946         24,049        239,912       (165,995)      239,912
                                      --------        -------       --------      ---------      --------
                                      $216,936        $42,848       $421,775      $(179,042)     $502,517
                                      ========        =======       ========      =========      ========
</TABLE>
 
                                       50
<PAGE>   52
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
 
                     CONDENSED CONSOLIDATING BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                            AS OF OCTOBER 31, 1998
                                    -----------------------------------------------------------------------
                                     GUARANTOR     NON-GUARANTOR     PARENT      ELIMINATION   CONSOLIDATED
                                    SUBSIDIARIES   SUBSIDIARIES    CORPORATION     ENTRIES        TOTAL
                                    ------------   -------------   -----------   -----------   ------------
                                                                (IN THOUSANDS)
<S>                                 <C>            <C>             <C>           <C>           <C>
                                                  ASSETS
Current Assets:
     Cash and cash equivalents....    $    836        $     2       $  6,331      $      --      $  7,169
     Accounts receivable, net.....      54,092          6,382         50,620             --       111,094
     Inventories..................      24,984          5,560         36,473             --        67,017
     Deferred tax asset...........          --             --         17,156             --        17,156
     Prepaid expenses and other
       current assets.............         999            227         17,440             --        18,666
                                      --------        -------       --------      ---------      --------
          Total current assets....      80,911         12,171        128,020             --       221,102
Property, Plant and Equipment,
  net.............................     138,912         49,029        134,946             --       322,887
Intercompany Receivable...........          --            160         91,463        (91,623)           --
Investments in Subsidiaries.......      17,895             --        267,882       (285,777)           --
Acquired Intangible Assets, net...     191,421             --             --             --       191,421
Other Assets......................         686             --          7,729             --         8,415
                                      --------        -------       --------      ---------      --------
                                      $429,825        $61,360       $630,040      $(377,400)     $743,825
                                      ========        =======       ========      =========      ========
 
                                 LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
     Current portion of long-term
       debt.......................    $  3,417        $   158       $    802      $      --      $  4,377
     Accounts payable.............      34,249          4,941         40,160             --        79,350
     Intercompany payable.........      54,523         37,100             --        (91,623)           --
     Accrued payroll and other
       employee benefits..........       3,465            160         22,904             --        26,529
     Accrued taxes................      17,099            160        (17,259)            --            --
     Other accrued expenses.......       1,328            105         17,583             --        19,016
                                      --------        -------       --------      ---------      --------
          Total current
            liabilities...........     114,081         42,624         64,190        (91,623)      129,272
                                      --------        -------       --------      ---------      --------
Long-Term Debt, net of current
  portion.........................       3,796            230        350,265             --       354,291
                                      --------        -------       --------      ---------      --------
Deferred Tax Liability............      44,677             --         14,844             --        59,521
                                      --------        -------       --------      ---------      --------
Other Long-Term Liabilities.......          --             --          9,192             --         9,192
                                      --------        -------       --------      ---------      --------
Stockholders' Investment:
     Common stock, $0.05 par
       value; Authorized -- 50,000
       shares Issued and
       outstanding -- 13,366 in
       1998.......................          11         29,654            669        (29,665)          669
Paid-in Capital...................     400,616             --        173,906       (400,616)      173,906
Deferred Compensation.............          --             --            (44)            --           (44)
Retained Earnings.................    (133,356)       (11,148)        17,018        144,504        17,018
                                      --------        -------       --------      ---------      --------
          Total stockholders'
            investment............     267,271         18,506        191,549       (285,777)      191,549
                                      --------        -------       --------      ---------      --------
                                      $429,825        $61,360       $630,040      $(377,400)     $743,825
                                      ========        =======       ========      =========      ========
</TABLE>
 

                                       51
<PAGE>   53
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
 
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                      FOR THE YEAR ENDED OCTOBER 25, 1997
                                   --------------------------------------------------------------------------
                                    GUARANTOR      NON-GUARANTOR      PARENT       ELIMINATION   CONSOLIDATED
                                   SUBSIDIARIES    SUBSIDIARIES     CORPORATION      ENTRIES        TOTAL
                                   ------------    -------------    -----------    -----------   ------------
                                                                 (IN THOUSANDS)
<S>                                <C>             <C>              <C>            <C>           <C>

Net Sales........................    $195,411         $26,411        $426,883        $    --       $648,705
Cost of Sales....................     164,069          18,773         324,471             --        507,313
                                     --------         -------        --------        -------       --------
     Gross Profit................      31,342           7,638         102,412             --        141,392
Operating Expenses...............      12,821           7,696          44,069             --         64,586
Write-off of Acquired In-Process
  Research and Development.......      78,000              --              --             --         78,000
                                     --------         -------        --------        -------       --------
Income (Loss) From Operations....     (59,479)            (58)         58,343             --         (1,194)
Interest and Other Income........         655              --           2,641             --          3,296
Interest Expense.................      (2,003)           (557)         (8,363)            --        (10,923)
                                     --------         -------        --------        -------       --------
     Income (Loss) Before
       Provision for Income
       Taxes.....................     (60,827)           (615)         52,621             --         (8,821)
Provision for Income Taxes.......       6,860             275          20,537             --         27,672
Equity in loss of subsidiary.....      (2,852)             --         (68,577)        71,429             --
                                     --------         -------        --------        -------       --------
     Net Loss....................    $(70,539)        $  (890)       $(36,493)       $71,429       $(36,493)
                                     ========         =======        ========        =======       ========

 
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 

<CAPTION>
                                                      FOR THE YEAR ENDED OCTOBER 31, 1998
                                   --------------------------------------------------------------------------
                                    GUARANTOR      NON-GUARANTOR      PARENT       ELIMINATION   CONSOLIDATED
                                   SUBSIDIARIES    SUBSIDIARIES     CORPORATION      ENTRIES        TOTAL
                                   ------------    -------------    -----------    -----------   ------------
                                                                 (IN THOUSANDS)
<S>                                <C>             <C>              <C>            <C>           <C>

Net Sales........................    $341,974         $35,378        $449,007        $    --       $826,359
Cost of Sales....................     306,752          35,776         360,141             --        702,669
                                     --------         -------        --------        -------       --------
     Gross Profit................      35,222            (398)         88,866             --        123,690
Operating Expenses...............      17,939           3,828          59,860             --         81,627
Restructuring and Other Non-
  Recurring Charges..............          --              --           7,053             --          7,053
Write-off of Acquired In-Process
  Research and Development.......      63,050              --              --             --         63,050
                                     --------         -------        --------        -------       --------
     Income (Loss) From
       Operations................     (45,767)         (4,226)         21,953             --        (28,040)
Interest and Other Income........        (419)          2,752          (3,250)         3,212          2,295
Interest Expense.................        (852)           (404)        (21,212)            --        (22,468)
                                     --------         -------        --------        -------       --------
     Loss Before Provision for
       Income Taxes..............     (47,038)         (1,878)         (2,509)         3,212        (48,213)
Provision for Income Taxes.......      10,240             450          (4,793)            --          5,897
Equity in loss of subsidiary.....      (5,540)             --         (59,606)        65,146             --
                                     --------         -------        --------        -------       --------
     Net Loss....................    $(62,818)        $(2,328)       $(57,322)       $68,358       $(54,110)
                                     ========         =======        ========        =======       ========
</TABLE>
 

                                       52
<PAGE>   54
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
 
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                      FOR THE YEAR ENDED OCTOBER 25, 1997
                                    -----------------------------------------------------------------------
                                     GUARANTOR     NON-GUARANTOR     PARENT       ENTITIES     CONSOLIDATED
                                    SUBSIDIARIES   SUBSIDIARIES    CORPORATION   ELIMINATION      TOTAL
                                    ------------   -------------   -----------   -----------   ------------
                                                                (IN THOUSANDS)
<S>                                 <C>            <C>             <C>           <C>           <C>

Net cash provided by (used in)
  operating activities............    $44,591         $9,978        $  (3,902)       $--        $  50,667
                                      -------         ------        ---------        ---        ---------
Cash Flows from Investing
  Activities:
     Purchases of short-term
       investments................         --             --          (19,862)        --          (19,862)
     Maturities of short-term
       investments................         --             --           27,701         --           27,701
     Investments in
       subsidiaries...............      9,496            726          (10,222)        --               --
     Purchases of property, plant
       and equipment..............    (19,976)        (4,092)         (45,783)        --          (69,851)
     Proceeds from sale of
       property, plant and
       equipment..................         --             --            2,760         --            2,760
     Foreign Sales Corp.
       dividend...................         --         (1,962)           1,962         --               --
     Acquisition of Zycon
       Corporation, net of cash
       acquired...................         --             --         (209,661)        --         (209,661)
                                      -------         ------        ---------        ---        ---------
          Net cash used in
            investing
            activities............    (10,480)        (5,328)        (253,105)        --         (268,913)
                                      -------         ------        ---------        ---        ---------
Cash Flows from Financing
  Activities:
     Principal payments of
       long-term debt and capital
       lease obligations..........    (35,714)        (2,505)        (126,547)        --         (164,766)
     Proceeds from issuance of
       long-term debt.............         --             --          224,954         --          224,954
     Proceeds from exercise of
       stock options..............         --             --            1,303         --            1,303
     Sale of common stock, net of
       issuance costs.............         --             --          131,088         --          131,088
     Tax benefit from exercise of
       non-qualified stock
       options....................         --             --            5,052         --            5,052
                                      -------         ------        ---------        ---        ---------
          Net cash (used in)
            provided by financing
            activities............    (35,714)        (2,505)         235,850         --          197,631
                                      -------         ------        ---------        ---        ---------
Net Increase (Decrease) in Cash
  and Cash Equivalents............     (1,603)         2,145          (21,157)        --          (20,615)
Cash and Cash Equivalents,
  Beginning of Period.............         --            104           32,682         --           32,786
                                      -------         ------        ---------        ---        ---------
Cash and Cash Equivalents, End of
  Period..........................    $(1,603)        $2,249        $  11,525        $--        $  12,171
                                      =======         ======        =========        ===        =========
</TABLE>
 

                                       53
<PAGE>   55
                       HADCO CORPORATION AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
 
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                      FOR THE YEAR ENDED OCTOBER 31, 1998
                                    -----------------------------------------------------------------------
                                     GUARANTOR     NON-GUARANTOR     PARENT      ELIMINATION   CONSOLIDATED
                                    SUBSIDIARIES   SUBSIDIARIES    CORPORATION    ENTITIES        TOTAL
                                    ------------   -------------   -----------   -----------   ------------
                                                                (IN THOUSANDS)
<S>                                 <C>            <C>             <C>           <C>           <C>

Net cash provided by (used in)
  operating activities............    $ 65,020       $ 17,586       $ (22,881)     $3,212       $  62,937
                                      --------       --------       ---------      ------       ---------
Cash Flows from Investing
  Activities:
     Purchases of short-term
       investments................          --             --          (2,020)         --          (2,020)
     Maturities of short-term
       investments................          --             --           3,582          --           3,582
     Foreign Sales Corp.
       dividend...................          --         (3,212)          3,212          --              --
     Purchases of property, plant
       and equipment..............     (21,867)       (19,764)        (41,877)         --         (83,508)
     Investments in
       subsidiaries...............          --          3,212              --      (3,212)             --
     Acquisition of Continental
       Circuits Corp., net of cash
       acquired...................          --             --        (192,532)         --        (192,532)
                                      --------       --------       ---------      ------       ---------
          Net cash used in
            investing
            activities............     (21,867)       (19,764)       (229,635)     (3,212)       (274,478)
                                      --------       --------       ---------      ------       ---------
Cash Flows from Financing
  Activities:
     Principal payments of
       long-term debt and capital
       lease obligations..........     (40,714)           (69)       (217,641)         --        (258,424)
     Proceeds from issuance of
       long-term debt.............          --             --         459,289          --         459,289
     Proceeds from exercise of
       stock options..............          --             --           1,082          --           1,082
     Sale of common stock, net of
       issuance costs.............          --             --           2,593          --           2,593
     Tax benefit from exercise of
       non-qualified stock
       options....................          --             --           1,999          --           1,999
                                      --------       --------       ---------      ------       ---------
          Net cash provided by
            financing
            activities............     (40,714)           (69)        247,322          --         206,539
                                      --------       --------       ---------      ------       ---------
Net Increase (Decrease) in Cash
  and Cash Equivalents............       2,439         (2,247)         (5,194)         --          (5,002)
Cash and Cash Equivalents,
  Beginning of Period.............      (1,603)         2,249          11,525          --          12,171
                                      --------       --------       ---------      ------       ---------
Cash and Cash Equivalents, End of
  Period..........................    $    836       $      2       $   6,331      $   --       $   7,169
                                      ========       ========       =========      ======       =========
</TABLE>
 
                                       54
<PAGE>   56
 
ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
     Not applicable
 
                                    PART III
 
     Anything herein to the contrary notwithstanding, in no event whatsoever are
the sections entitled "Stock Performance Graph" and "Compensation Committee
Report on Executive Compensation" to be incorporated by reference herein from
the Company's definitive proxy statement in connection with its Annual Meeting
of Stockholders to be held on March 3, 1999.
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Certain information relating to directors and executive officers of the
Company is incorporated by reference herein from the Company's definitive proxy
statement in connection with its Annual Meeting of Stockholders to be held on
March 3, 1999, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company's
fiscal year ended October 31, 1998.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     Certain information relating to remuneration of directors and executive
officers and other transactions involving management is incorporated by
reference herein from the Company's definitive proxy statement in connection
with its Annual Meeting of Stockholders to be held on March 3, 1999, which proxy
statement will be filed with the Securities and Exchange Commission not later
than 120 days after the close of the Company's fiscal year ended October 31,
1998.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Certain information relating to security ownership of certain beneficial
owners and management is incorporated by reference herein from the Company's
definitive proxy statement in connection with its Annual Meeting of Stockholders
to be held on March 3, 1999, which proxy statement will be filed with the
Securities and Exchange Commission not later than 120 days after the close of
the Company's fiscal year ended October 31, 1998.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     Certain information relating to certain relationships and related
transactions is incorporated by reference herein from the Company's definitive
proxy statement in connection with its Annual Meeting of Stockholders to be held
on March 3, 1999, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company's
fiscal year ended October 31, 1998.


 
                                       55
<PAGE>   57
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
     (A) 1.  FINANCIAL STATEMENTS:
 
     The following consolidated financial statements are included in Item 8:
 
        Report of Independent Public Accountants.
 
        Consolidated Statements of Operations for the years ended October 31,
        1998, October 25, 1997 and October 26, 1996.
 
        Consolidated Balance Sheets as of October 31, 1998 and October 25, 1997.
 
        Consolidated Statements of Stockholders' Investment for the years ended
        October 31, 1998, October 25, 1997 and October 26, 1996.
 
        Consolidated Statements of Cash Flows for the years ended October 31,
        1998, October 25, 1997 and October 26, 1996.
 
        Notes to Consolidated Financial Statements.
 
     (A) 2.  FINANCIAL STATEMENT SCHEDULES:
 
     The following consolidated financial statement schedules are included in
Item 14(d):
 
     II -- Valuation and Qualifying Accounts.
 
     Schedules other than those listed above have been omitted since they are
     either not required or the information is otherwise included.
 
     (A) 3.  LISTING OF EXHIBITS:
 
<TABLE>
<CAPTION>
   EXHIBIT
   -------
<S>             <C>
  3.1     --    Restated Articles of Organization of Registrant (filed as
                Exhibit 3.1 to the Registration Statement No. 333-21977 on
                Form S-3 and incorporated herein by reference).
  3.2     --    By-laws of Registrant, as amended (filed as Exhibit 3.2 to
                the Registration Statement No. 333-21977 on Form S-3 and
                incorporated herein by reference).
  3.3     --    Amendment to Restated Articles of Organization of Registrant
                dated March 4, 1998 (filed as Exhibit 3.1 to Quarterly
                Report on Form 10-Q, File No. 0-12102, for the quarter ended
                January 31, 1998 and incorporated herein by reference).
  4       --    Description of Capital Stock, contained in Article 4 of
                Registrant's Restated Articles of Organization (filed as
                Exhibit 3.1 to the Registration Statement No. 333-21977 on
                Form S-3 and incorporated herein by reference).
*10.1     --    Registrant's December 5, 1986 Non-Qualified Stock Option
                Plan (filed as Exhibit 10.7 to Annual Report on Form 10-K,
                File No. 0-12102, for the year ended October 25, 1986 and
                incorporated herein by reference).
*10.2     --    Profit Sharing Plan and Trust of Registrant, as amended
                through December 9, 1988 and restated effective January 1,
                1988 (filed as Exhibit 10.22 to Annual Report on Form10-K,
                File No. 0-12102, for the year ended October 29, 1988 and
                incorporated herein by reference).
*10.3     --    Registrant's December 6, 1985 Non-Qualified Stock Option
                Plan (filed as Exhibit 10.56 to Annual Report on Form 10-K,
                File No. 0-12102, for the year ended October 26, 1985 and
                incorporated herein by reference).
*10.4     --    Form of Stock Option Agreement under Registrant's December
                6, 1985 Non-Qualified Stock Option Plan (filed as Exhibit
                10.42 to Annual Report on Form 10-K, File No. 0-12102, for
                the year ended October 31, 1987 and incorporated herein by
                reference).
 10.5     --    Amendment dated as of January 9, 1986 to Lease between
                Registrant and Lupe Burgstrom dated April 30, 1984 (filed as
                Exhibit 10.79 to Annual Report on Form 10-K, File No. 0-
                12102, for the year ended October 25, 1986 and incorporated
                herein by reference).
</TABLE>
 
                                       56
<PAGE>   58
 
EXHIBIT
-------

 10.6     -- Amendment dated as of January 9, 1986 to Lease between Registrant 
             and Freedom Associates dated May 17, 1985 (filed as Exhibit 10.80
             to Annual Report on Form 10-K, File No. 0-12102, for the year
             ended October 25, 1986 and incorporated herein by reference).
        
 10.7     -- Amendment dated as of March 7, 1986 to Lease between Registrant and
             Freedom Associates dated December 23, 1980 (filed as Exhibit 10.81
             to Annual Report on Form10-K, File No. 0-12102, for the year ended
             October 25, 1986 and incorporated herein by reference).
        
 10.8     -- Lease dated July 15, 1988 between Registrant and C&M Associates I
             (filed as Exhibit 10.67 to Annual Report on Form 10-K, File No.
             0-12102, for the year ended October 29, 1988 and incorporated
             herein by reference).
        
*10.9     -- Form of Stock Option Agreement under Registrant's Non-Qualified 
             Stock Option Plan of September 7, 1990 (filed as Exhibit 10.68 to
             Annual Report on Form 10-K, File No. 0- 12102, for the year ended
             October 27, 1990 and incorporated herein by reference).
        
*10.10    -- Amendment to Profit Sharing Plan and Trust of Registrant dated 
             June 19, 1990 (filed as Exhibit 10.75 to Annual Report on Form
             10-K, File No. 0-12102, for the year ended October 27, 1990 and
             incorporated herein by reference).
        
 10.11    -- Loan Agreement by and between Registrant and New York State Urban
             Development Corporation ("NYSUDC"); Mortgage between Registrant and
             Tioga, Note between Registrant and NYSUDC; all dated as of April
             10, 1991 (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q,
             File No. 0-12102, for the quarter ended April 27, 1991 and
             incorporated herein by reference).
        
*10.12    -- Form of Stock Option Agreement under Registrant's 1991 Non-Employee
             Director Stock Option Plan (filed as Exhibit 10.82 to Annual Report
             on Form 10-K, File No. 0-12102, for the year ended October 26, 1991
             and incorporated herein by reference).
        
 10.13    -- Lease dated March 1, 1992 between Registrant and Equity Property 
             Associates I (filed as Exhibit 10.65 to Annual Report on Form 10-K,
             File No. 0-12102, for the year ended October 31, 1992 and
             incorporated herein by reference).
        
*10.14    -- Amendment to Retirement Plan of Registrant dated March 10, 1993 
             (filed as Exhibit 10.48 to Annual Report on Form 10-K, File No.
             0-12102, for the year ended October 30, 1993 and incorporated
             herein by reference).
        
*10.15    -- Amendment to Retirement Plan of Registrant dated September 10, 
             1993 (filed as Exhibit 10.49 to Annual Report on Form 10-K, File
             No. 0-12102, for the year ended October 30, 1993 and incorporated
             herein by reference).
        
 10.16    -- Lease dated January 13, 1995 between Registrant and Nash Family 
             Investment Properties and Ballinger Properties d/b/a Sagamore
             Industrial Properties (filed as Exhibit 10.2 to Quarterly Report on
             Form 10-Q, File No. 0-12102, for the quarter ended January 28, 1995
             and incorporated herein by reference).
        
 10.17    -- Rights Agreement dated as of August 22, 1995 between the Registrant
             and the First National Bank of Boston (filed as Exhibit 4.1 to
             Current Report on Form 8-K, File No. 0- 12102, dated August 22,
             1995 and incorporated herein by reference).
        
*10.18    -- Agreement dated as of August 14, 1995 between the Registrant and 
             Patrick Sweeney (filed as Exhibit 10.49 to Annual Report on Form
             10-K, File No. 0-12102, for year ended October 28, 1995 and
             incorporated herein by reference).
        
 10.19    -- Amendment dated May 1 1995 to lease dated March 1, 1992 between 
             Registrant and Equity Property Associates I (filed as Exhibit 10.1
             to Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended April 27, 1996 and incorporated herein by reference).
        
 10.20    -- Lease dated November 1, 1995 between Registrant and Equity Property
             Associates I (filed as Exhibit 10.2 to Quarterly Report on Form
             10-Q, File No. 0-12102, for the quarter ended April 27, 1996 and
             incorporated herein by reference).
        
 10.21    -- Lease dated November 1, 1995 between Registrant and Equity Property
             Associates I (filed as Exhibit 10.3 to Quarterly Report on Form
             10-Q, File No. 0-12102, for the quarter ended April 27, 1996 and
             incorporated herein by reference).
        
 10.22    -- Amendment dated April 1, 1996 to lease dated March 1, 1992 between
             Registrant and Equity Property Associates I (filed as Exhibit 10.4
             to Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended April 27, 1996 and incorporated herein by reference).
        
 10.23    -- Agreement and Plan of Merger dated as of December 4, 1996 among the
             Registrant Hadco Acquisition Corp. and Zycon Corporation (filed as
             Exhibit (c) (1) to the Schedule 14D-1 filed by the Registrant on
             December 11, 1996 and incorporated herein by reference).
        
 10.24    -- Stockholders Agreement dated December 4, 1996 among Registrant and
             the parties named therein filed as Exhibit (c) (2) to the Schedule
             14D-1 (filed by the Registrant on December 11, 1996 and
             incorporated herein by reference).
        
 
                                       57
<PAGE>   59
 
EXHIBIT
-------

 10.25    -- Revolving Credit Agreement dated as of January 8, 1997 between the
             Registrant and the First National Bank of Boston ("the Revolving
             Credit Agreement") (filed as Exhibit 10.40 to Annual Report on
             Form 10-K, File No. 0-12102, for the year ended October 26, 1996
             and incorporated herein by reference).
        
*10.26    -- Amended and Restated 1991 Non-Employee Director Stock Option Plan
             of Registrant as of December 3, 1996 (filed as Exhibit 10.43 to
             Annual Report on Form 10-K, File No. 0-12102, for the year ended
             October 25, 1997 and incorporated herein by reference).
        
*10.27    -- Amendments to Retirement Plan of Registrant dated September 15, 
             1997 (filed as Exhibit 10.44 to Annual Report on Form 10-K, File
             No. 0-12102, for the year ended October 25, 1997 and incorporated
             herein by reference).
        
 10.28    -- Amended and Restated Revolving Credit Agreement dated as of
             December 8, 1997 between the Registrant and BankBoston, N.A (filed
             as Exhibit 10.45 to Annual Report on Form 10-K, File No. 0-12102,
             for the year ended October 25, 1997 and incorporated herein by
             reference).
        
 10.29    -- Leases for premises located at 435-445 El Camino Real, Santa Clara,
             California, by and between Zycon Corporation and University
             Research Center and addenda thereto dated March 1, 1988; July 8,
             1988; February 27, 1989; August 30, 1989; May 19, 1993; and August
             9, 1993 (filed as Exhibit 10.1 to the Registration Statement No.
             333-21977 on Form S-3 and incorporated herein by reference).
        
 10.30    -- Provisional Lease dated November 14, 1995 for the premises located
             at the Muara Tebas Land of Kuching East Malaysia by and between
             Sudarsono Osman and Zycon Corporation Sendirian Berhad (filed as
             Exhibit 10.2 to the Registration Statement No. 333-21977 on Form
             S-3 and incorporated herein by reference).
        
 10.31    -- Construction Agreement dated August 3, 1995 by and between Zycon 
             Corporation and Hiti Engineering Sdn.Bhd. (filed as Exhibit 10.3 to
             the Registration Statement No. 333-21977 on Form S-3 and
             incorporated herein by reference).
        
 10.32    -- Facilities Agreement dated February 9, 1996 by and among Zycon 
             Corporation Sdn.Bhd.,Bank Bumiputra Malaysia Berhad and BBMB
             Kewangan Berhad (filed as Exhibit 10.4 to the Registration
             Statement No. 333-21977 on Form S-3 and incorporated herein by
             reference).
        
 10.33    -- Corporate Guarantee dated February 9, 1996 issued by Zycon 
             Corporation in favor of Bank Bumiputra Malaysia Berhad and BBMB
             Kewangan Berhad (filed as Exhibit 10.5 to the Registration
             Statement No. 333-21977 on Form S-3 and incorporated herein by
             reference).
        
 10.34    -- Lease for the three acre premises located in Santa Clara, 
             California by and between Zycon Corporation and Sobrato Interests
             III, dated January 4, 1996 (filed as Exhibit 10.6 to the
             Registration Statement No. 333-21977 on Form S-3 and incorporated
             herein by reference).
        
*10.35    -- Profit Sharing Plan and Trust of Registrant, as amended and 
             restated effective January 1, 1988 and as amended June 20, 1990
             (filed as Exhibit 10.7 to the Registration Statement No. 333-21977
             on Form S-3 and incorporated herein by reference).
        
 10.36    -- First Amendment and Modification Agreement by and among the 
             Registrant and The First National Bank of Boston (the "Bank of
             Boston") dated as of February 21, 1997 amending the Revolving
             Credit Agreement (filed as Exhibit 10.8 to the Registration
             Statement No. 333-21977 on Form S-3 and incorporated herein by
             reference).
        
 10.37    -- Form of Assignment and Acceptance to Revolving Credit Agreement 
             (filed as Exhibit 10.9 to the Registration Statement No. 333-21977
             on Form S-3 and incorporated herein by reference).
        
*10.38    -- Outside Directors Compensation Plan of 1998 (filed as Exhibit 10.1
             to Quarterly Report on Form 10-Q, File No, 0-12102, for the quarter
             ended January 31, 1998 and incorporated herein by reference).
        
*10.39    -- Employee Stock Purchase Plan of November 17, 1997 (filed as Exhibit
             10.1 to the Registration Statement No. 333-47589 on Form S-8 and
             incorporated herein by reference).
        
 10.40    -- First Amendment and Modification Agreement by and among the
             Registrant and BankBoston, N.A. dated as of March 19, 1998 amending
             the Amended and Restated Revolving Credit Agreement (filed as
             Exhibit (b) (2) to the Amendment No. 2 to the Schedule 14D-1 filed
             by the Registrant on February 20, 1998 and incorporated herein by
             reference).
        
 10.41    -- Guaranty dated as of March 19, 1998 by Hadco Acquisition Corp. II
             in favor of BankBoston, N.A. (filed as Exhibit (b) (3) to the
             Amendment No. 2 to the Schedule 14D-1 filed by the Registrant 0n
             February 20, 1998 and incorporated herein by reference).
        
 
                                       58
<PAGE>   60
 
EXHIBIT
-------

 10.42    -- Stock Pledge Agreement dated as of March 19, 1998 by Hadco
             Acquisition Corp. II in favor of BankBoston, N.A. (filed as
             Exhibit (b) (4) to the Amendment No. 2 to the Schedule 14D-1 filed
             by the Registrant on February 20, 1998 and incorporated herein by
             reference).
        
*10.43    -- Form of Option Agreement under Registrant's Non-Qualified Stock 
             Option Plan dated November 29, 1995, as amended and restated April
             7, 1998 (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q,
             File No. 0-12101, for the quarter ended May 2, 1998 and
             incorporated herein by reference).
        
*10.44    -- Stock Purchase Agreement dated as of March 20, 1998 between
             Registrant and Frederick G. McNamee, III (filed as Exhibit 10.3 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended May 2, 1998 and incorporated herein by reference).
        
*10.45    -- Employment Agreement dated as of February 17, 1998 between 
             Registrant and Frederick G. McNamee, III (filed as Exhibit 10.4 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended May 2, 1998 and incorporated herein by reference).
        
 10.46    -- Second Amendment and Modification Agreement among Registrant and a
             group of Banks dated as of May 11, 1998 (filed as Exhibit 10.5 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended May 2, 1998 and incorporated herein by reference).
        
*10.47    -- Form of Executive Agreement dated as of July 1, 1998 by and between
             the Company and Andrew E. Lietz (filed as Exhibit 10.2 to Quarterly
             Report Form 10-Q, File No. 0-12102, for the quarter ended August 1,
             1998 and incorporated herein by reference).
        
*10.48    -- Form of Executive Agreement dated as of July 1, 1998 by and between
             the Company and John D. Caruso (filed as Exhibit 10.3 to Quarterly
             Report on From 10-Q, File No. 0-12102, for the quarter ended August
             1, 1998 and incorporated herein by reference).
        
*10.49    -- Form of Executive Agreement dated as of July 1, 1998 by and between
             the Company and Timothy P. Losik (filed as Exhibit 10.4 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended August 1, 1998 and incorporated herein by reference).
        
*10.50    -- Form of Executive Agreement dated as of July 1, 1998 by and between
             the Company and Michael K. Sheehy (filed as Exhibit 10.5 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended August 1, 1998 and incorporated herein by reference).
        
*10.51    -- Form of Executive Agreement dated as of July 1, 1998 by and between
             the Company and Frederick G. McNamee, III (filed as Exhibit 10.6 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended August 1, 1998 and incorporated herein by reference).
        
*10.52    -- Form of Executive Agreement dated as of July 1, 1998 by and between
             the Company and Robert E. Snyder (filed as Exhibit 10.7 to
             Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
             ended August 1, 1998 and incorporated herein by reference).
        
 10.53    -- Indenture (including Form of Exchange Note) dated as of May 18, 
             1998 by and among the Company, the Guarantors and State Street Bank
             and Trust, as Trustee (filed as Exhibit 4.1 to Form S-4,
             Registration No. 333-57467, and incorporated herein by reference).
        
 10.54    -- Registration Rights Agreement dated May 13, 1998 among the Company,
             the Guarantors, Morgan Stanley & Co. Incorporated, Merrill Lynch,
             Pierce, Fenner & Smith Incorporated, BancAmerica Robertson
             Stephens, and BT Alex Brown Incorporated, as initial purchasers
             (filed as Exhibit 4.2 to Form S-4, Registration No. 333-57467, and
             incorporated herein by reference).
        
 10.55    -- Placement Agreement dated May 13, 1998 by and among the Company, 
             the Guarantors, Morgan Stanley & Co. Incorporated, Merrill Lynch,
             Pierce, Fenner & Smith Incorporated, BancAmerica Robertson
             Stephens, and BT Alex. Brown Incorporated, as initial purchasers
             (filed as Exhibit 10.1 to Form S-4, Registration No. 333-57467, and
             incorporated herein by reference).

 10.56    -- Third Amendment and Modification Agreement dated as of September
             14, 1998 among Registrant and a group of Banks. (filed as Exhibit
             10.5 to Form S-4, Registration No. 323- 57467, and incorporated
             herein by reference).
        
*10.57    -- Form of Executive Agreement dated as of November 2, 1998 by and 
             between the Company and F. Gordon Bitter.

*10.58    -- Amended and Restated Non-Qualified Stock Option Plan dated
             September 7, 1990, dated as of April 7, 1998.

*10.59    -- Amended and Restated Non-Qualified Stock Option Plan dated
             November 29, 1995, dated as of July 1, 1998.

*10.60    -- Amendment dated as of July 1, 1998 to Option Agreement of Andrew 
             E. Lietz dated April 8, 1998.

*10.61    -- Amendment dated as of July 1, 1998 to Option Agreement of Andrew 
             E. Lietz dated February 26, 1997.

*10.62    -- Amendment to Retirement Plan dated September 15, 1998.
             
             
                                      59
<PAGE>   61
 
<TABLE>
<CAPTION>
   EXHIBIT
   -------
<S>             <C>
 10.63    --    Amendment dated May 29, 1998 to Lease between Registrant and
                Equity Property Associates I dated March 1, 1992.
 10.64    --    Amendment dated May 29, 1998 to Lease between Registrant and
                Equity Property Associates I dated November 1, 1995, for 12A
                Manor Parkway, Salem, New Hampshire.
 10.65    --    Amendment No. 2 dated October 29, 1998, for 12A Manor
                Parkway, Salem, New Hampshire to Lease between Registrant
                and Manor Parkway LLC dated November 1, 1995.
 10.66    --    Amendment dated May 29, 1998 to Lease between Registrant and
                Equity Property Associates I dated November 1, 1995, for 12B
                Manor Parkway, Salem, New Hampshire.
*10.67    --    Hadco Corporation Executive Incentive Compensation Deferred
                Bonus Plan, as amended and restated July 1, 1998.
*10.68    --    Amendment to Outside Directors Compensation Plan of 1998,
                dated as of November 12, 1998.
*10.69    --    Agreement dated as of November 12, 1998 by and between the
                Company and Andrew E. Lietz.
*10.70    --    Form of Agreement dated as of November 12, 1998 by and
                between the Company and various employees of the Company.
 21       --    Subsidiaries of the Registrant.
 23       --    Consent of Arthur Andersen LLP.
 27       --    Financial Data Schedule.
</TABLE>
 
(*) Indicates a management contract or any compensatory plan, contract or
arrangement required to be filed as an exhibit pursuant to Item 14(c).
 
(B) REPORTS ON FORM 8-K
 
     None
 
(C) EXHIBITS
 
     The Company hereby files as part of this Form 10-K the exhibits listed in
Item 14(a)(3) above. Exhibits which are incorporated herein by reference can be
inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, NW, Room 1024, Washington, D.C., and at the
Commission's regional offices at 219 South Dearborn Street, Room 1204, Chicago,
Illinois; 26 Federal Plaza, Room 1102, New York, New York and 5757 Wilshire
Boulevard, Suite 1710, Los Angeles, California. Copies of such material can also
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
 
(D) FINANCIAL STATEMENT SCHEDULES
 
     The Company hereby files as part of this Form 10-K in Item 14(b) attached
hereto the consolidated financial statement schedules listed in Item 14(a)(2)
above.
 
                                       60
<PAGE>   62
 
                                   SIGNATURES
 
     Pursuant to the requirement of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                            HADCO CORPORATION
 
                                            By: /s/ ANDREW E. LIETZ
                                                -----------------------------
                                                Andrew E. Lietz, President
                                                Chief Executive Officer and
                                                Director
 
Dated:  January 6, 1999
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
      SIGNATURE                     TITLE                           DATE
      ---------                     -----                           ----

 
/s/ HORACE H. IRVINE II      Chairman of the Board              January 6, 1999
---------------------------  and Director
(Horace H. Irvine II)     
                          
                                                              
/s/ ANDREW E. LIETZ          President, Chief Executive         January 6, 1999
---------------------------  Officer and  Director 
(Andrew E. Lietz)            (Principal Executive Officer)
                          
                          
/s/ F. GORDON BITTER         Senior Vice President, Treasurer   January 6, 1999
---------------------------  and Chief  Financial Officer 
(F. Gordon Bitter)           (Principal Financial Officer and 
                             Principal Accounting Officer)
                          
                          
/s/ OLIVER O. WARD           Director                           January 6, 1999
---------------------------
(Oliver O. Ward)          
                          
                          
/s/ PATRICK SWEENEY          Director                           January 6, 1999
---------------------------
(Patrick Sweeney)         
                          
                          
/s/ LAWRENCE COOLIDGE        Director                           January 6, 1999
---------------------------
(Lawrence Coolidge)       
                          
                          
/s/ JOHN F. SMITH            Director                           January 6, 1999
---------------------------
(John F. Smith)           
                          
                          
/s/ JOHN E. POMEROY          Director                           January 6, 1999
---------------------------
(John E. Pomeroy)         
                          
                          
/s/ JAMES C. TAYLOR          Director                           January 6, 1999
---------------------------
(James C. Taylor)         
                          
                          
/s/ MAURO J. WALKER          Director                           January 6, 1999
---------------------------
(Mauro J. Walker)         
                          
                          
                                       61
<PAGE>   63
 
                                                                     SCHEDULE II
 
                       HADCO CORPORATION AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
<TABLE>
<CAPTION>
                                                      BALANCE     ADDITIONS
                                                        AT        CHARGED TO    DEDUCTIONS    BALANCE AT
                                                     BEGINNING    COSTS AND        FROM         END OF
                                                     OF PERIOD     EXPENSES     RESERVES(1)     PERIOD
                                                     ---------    ----------    -----------   ----------
                                                                       (IN THOUSANDS)
<S>                                                  <C>          <C>           <C>           <C>

ALLOWANCE FOR DOUBTFUL ACCOUNTS
     October 26, 1996..............................   $  850          329            (79)       $1,100
     October 25, 1997..............................   $1,100          922           (322)       $1,700
     October 31, 1998..............................   $1,700          828           (399)       $2,129

---------------
(1) Amounts deemed uncollectible.
RESTRUCTURING ACCRUAL
     October 31, 1998..............................   $   --        4,536         (3,639)       $  897

</TABLE>
 


                                       S-1
<PAGE>   64
 
                                 EXHIBIT INDEX
 
EXHIBIT
-------

  3.1     --  Restated Articles of Organization of Registrant (filed as
              Exhibit 3.1 to the Registration Statement No. 333-21977 on
              Form S-3 and incorporated herein by reference).
              
  3.2     --  By-laws of Registrant, as amended (filed as Exhibit 3.2 to
              the Registration Statement No. 333-21977 on Form S-3 and
              incorporated herein by reference).
              
  3.3     --  Amendment to Restated Articles of Organization of Registrant
              dated March 4, 1998 (filed as Exhibit 3.1 to Quarterly
              Report on Form 10-Q, File No. 0-12102, for the quarter ended
              January 31, 1998 and incorporated herein by reference).
              
  4       --  Description of Capital Stock, contained in Article 4 of
              Registrant's Restated Articles of Organization (filed as
              Exhibit 3.1 to the Registration Statement No. 333-21977 on
              Form S-3 and incorporated herein by reference).
              
*10.1     --  Registrant's December 5, 1986 Non-Qualified Stock Option
              Plan (filed as Exhibit 10.7 to Annual Report on Form 10-K,
              File No. 0-12102, for the year ended October 25, 1986 and
              incorporated herein by reference).
              
*10.2     --  Profit Sharing Plan and Trust of Registrant, as amended
              through December 9, 1988 and restated effective January 1,
              1988 (filed as Exhibit 10.22 to Annual Report on Form10-K,
              File No. 0-12102, for the year ended October 29, 1988 and
              incorporated herein by reference).
              
*10.3     --  Registrant's December 6, 1985 Non-Qualified Stock Option
              Plan (filed as Exhibit 10.56 to Annual Report on Form 10-K,
              File No. 0-12102, for the year ended October 26, 1985 and
              incorporated herein by reference).
              
*10.4     --  Form of Stock Option Agreement under Registrant's December
              6, 1985 Non-Qualified Stock Option Plan (filed as Exhibit
              10.42 to Annual Report on Form 10-K, File No. 0-12102, for
              the year ended October 31, 1987 and incorporated herein by
              reference).
              
 10.5     --  Amendment dated as of January 9, 1986 to Lease between
              Registrant and Lupe Burgstrom dated April 30, 1984 (filed as
              Exhibit 10.79 to Annual Report on Form 10-K, File No. 0-
              12102, for the year ended October 25, 1986 and incorporated
              herein by reference).
              
 10.6     --  Amendment dated as of January 9, 1986 to Lease between
              Registrant and Freedom Associates dated May 17, 1985 (filed
              as Exhibit 10.80 to Annual Report on Form 10-K, File No.
              0-12102, for the year ended October 25, 1986 and
              incorporated herein by reference).
              
 10.7     --  Amendment dated as of March 7, 1986 to Lease between
              Registrant and Freedom Associates dated December 23, 1980
              (filed as Exhibit 10.81 to Annual Report on Form10-K, File
              No. 0-12102, for the year ended October 25, 1986 and
              incorporated herein by reference).
              
 10.8     --  Lease dated July 15, 1988 between Registrant and C&M
              Associates I (filed as Exhibit 10.67 to Annual Report on
              Form 10-K, File No. 0-12102, for the year ended October 29,
              1988 and incorporated herein by reference).
              
*10.9     --  Form of Stock Option Agreement under Registrant's
              Non-Qualified Stock Option Plan of September 7, 1990 (filed
              as Exhibit 10.68 to Annual Report on Form 10-K, File No. 0-
              12102, for the year ended October 27, 1990 and incorporated
              herein by reference).
              
*10.10    --  Amendment to Profit Sharing Plan and Trust of Registrant
              dated June 19, 1990 (filed as Exhibit 10.75 to Annual Report
              on Form 10-K, File No. 0-12102, for the year ended October
              27, 1990 and incorporated herein by reference).
              
 10.11    --  Loan Agreement by and between Registrant and New York State
              Urban Development Corporation ("NYSUDC"); Mortgage between
              Registrant and Tioga, Note between Registrant and NYSUDC;
              all dated as of April 10, 1991 (filed as Exhibit 10.2 to
              Quarterly Report on Form 10-Q, File No. 0-12102, for the
              quarter ended April 27, 1991 and incorporated herein by
              reference).
              
*10.12    --  Form of Stock Option Agreement under Registrant's 1991
              Non-Employee Director Stock Option Plan (filed as Exhibit
              10.82 to Annual Report on Form 10-K, File No. 0-12102, for
              the year ended October 26, 1991 and incorporated herein by
              reference).
              
 10.13    --  Lease dated March 1, 1992 between Registrant and Equity
              Property Associates I (filed as Exhibit 10.65 to Annual
              Report on Form 10-K, File No. 0-12102, for the year ended
              October 31, 1992 and incorporated herein by reference).
              
*10.14    --  Amendment to Retirement Plan of Registrant dated March 10,
              1993 (filed as Exhibit 10.48 to Annual Report on Form 10-K,
              File No. 0-12102, for the year ended October 30, 1993 and
              incorporated herein by reference).
              
*10.15    --  Amendment to Retirement Plan of Registrant dated September
              10, 1993 (filed as Exhibit 10.49 to Annual Report on Form
              10-K, File No. 0-12102, for the year ended October 30, 1993
              and incorporated herein by reference).
              
<PAGE>   65
 
EXHIBIT
-------

 10.16    --  Lease dated January 13, 1995 between Registrant and Nash
              Family Investment Properties and Ballinger Properties d/b/a
              Sagamore Industrial Properties (filed as Exhibit 10.2 to
              Quarterly Report on Form 10-Q, File No. 0-12102, for the
              quarter ended January 28, 1995 and incorporated herein by
              reference).

 10.17    --  Rights Agreement dated as of August 22, 1995 between the
              Registrant and the First National Bank of Boston (filed as
              Exhibit 4.1 to Current Report on Form 8-K, File No. 0-
              12102, dated August 22, 1995 and incorporated herein by
              reference).

*10.18    --  Agreement dated as of August 14, 1995 between the Registrant
              and Patrick Sweeney (filed as Exhibit 10.49 to Annual Report
              on Form 10-K, File No. 0-12102, for year ended October 28,
              1995 and incorporated herein by reference).

 10.19    --  Amendment dated May 1 1995 to lease dated March 1, 1992
              between Registrant and Equity Property Associates I (filed
              as Exhibit 10.1 to Quarterly Report on Form 10-Q, File No.
              0-12102, for the quarter ended April 27, 1996 and
              incorporated herein by reference).

 10.20    --  Lease dated November 1, 1995 between Registrant and Equity
              Property Associates I (filed as Exhibit 10.2 to Quarterly
              Report on Form 10-Q, File No. 0-12102, for the quarter ended
              April 27, 1996 and incorporated herein by reference).

 10.21    --  Lease dated November 1, 1995 between Registrant and Equity
              Property Associates I (filed as Exhibit 10.3 to Quarterly
              Report on Form 10-Q, File No. 0-12102, for the quarter ended
              April 27, 1996 and incorporated herein by reference).

 10.22    --  Amendment dated April 1, 1996 to lease dated March 1, 1992
              between Registrant and Equity Property Associates I (filed
              as Exhibit 10.4 to Quarterly Report on Form 10-Q, File No.
              0-12102, for the quarter ended April 27, 1996 and
              incorporated herein by reference).

 10.23    --  Agreement and Plan of Merger dated as of December 4, 1996
              among the Registrant Hadco Acquisition Corp. and Zycon
              Corporation (filed as Exhibit (c) (1) to the Schedule 14D-1
              filed by the Registrant on December 11, 1996 and
              incorporated herein by reference).

 10.24    --  Stockholders Agreement dated December 4, 1996 among
              Registrant and the parties named therein filed as Exhibit
              (c) (2) to the Schedule 14D-1 (filed by the Registrant on
              December 11, 1996 and incorporated herein by reference).

 10.25    --  Revolving Credit Agreement dated as of January 8, 1997
              between the Registrant and the First National Bank of Boston
              ("the Revolving Credit Agreement") (filed as Exhibit 10.40
              to Annual Report on Form 10-K, File No. 0-12102, for the
              year ended October 26, 1996 and incorporated herein by
              reference).

*10.26    --  Amended and Restated 1991 Non-Employee Director Stock Option
              Plan of Registrant as of December 3, 1996 (filed as Exhibit
              10.43 to Annual Report on Form 10-K, File No. 0-12102, for
              the year ended October 25, 1997 and incorporated herein by
              reference).

*10.27    --  Amendments to Retirement Plan of Registrant dated September
              15, 1997 (filed as Exhibit 10.44 to Annual Report on Form
              10-K, File No. 0-12102, for the year ended October 25, 1997
              and incorporated herein by reference).

 10.28    --  Amended and Restated Revolving Credit Agreement dated as of
              December 8, 1997 between the Registrant and BankBoston, N.A
              (filed as Exhibit 10.45 to Annual Report on Form 10-K, File
              No. 0-12102, for the year ended October 25, 1997 and
              incorporated herein by reference).

 10.29    --  Leases for premises located at 435-445 El Camino Real, Santa
              Clara, California, by and between Zycon Corporation and
              University Research Center and addenda thereto dated March
              1, 1988; July 8, 1988; February 27, 1989; August 30, 1989;
              May 19, 1993; and August 9, 1993 (filed as Exhibit 10.1 to
              the Registration Statement No. 333-21977 on Form S-3 and
              incorporated herein by reference).

 10.30    --  Provisional Lease dated November 14, 1995 for the premises
              located at the Muara Tebas Land of Kuching East Malaysia by
              and between Sudarsono Osman and Zycon Corporation Sendirian
              Berhad (filed as Exhibit 10.2 to the Registration Statement
              No. 333-21977 on Form S-3 and incorporated herein by
              reference).

 10.31    --  Construction Agreement dated August 3, 1995 by and between
              Zycon Corporation and Hiti Engineering Sdn.Bhd. (filed as
              Exhibit 10.3 to the Registration Statement No. 333-21977 on
              Form S-3 and incorporated herein by reference).

 10.32    --  Facilities Agreement dated February 9, 1996 by and among
              Zycon Corporation Sdn.Bhd.,Bank Bumiputra Malaysia Berhad
              and BBMB Kewangan Berhad (filed as Exhibit 10.4 to the
              Registration Statement No. 333-21977 on Form S-3 and
              incorporated herein by reference).

 10.33    --  Corporate Guarantee dated February 9, 1996 issued by Zycon
              Corporation in favor of Bank Bumiputra Malaysia Berhad and
              BBMB Kewangan Berhad (filed as Exhibit 10.5 to the
              Registration Statement No. 333-21977 on Form S-3 and
              incorporated herein by reference).

              
<PAGE>   66
 
EXHIBIT
-------

 10.34    --  Lease for the three acre premises located in Santa Clara,
              California by and between Zycon Corporation and Sobrato
              Interests III, dated January 4, 1996 (filed as Exhibit 10.6
              to the Registration Statement No. 333-21977 on Form S-3 and
              incorporated herein by reference).

*10.35    --  Profit Sharing Plan and Trust of Registrant, as amended and
              restated effective January 1, 1988 and as amended June 20,
              1990 (filed as Exhibit 10.7 to the Registration Statement
              No. 333-21977 on Form S-3 and incorporated herein by
              reference).

 10.36    --  First Amendment and Modification Agreement by and among the
              Registrant and The First National Bank of Boston (the "Bank
              of Boston") dated as of February 21, 1997 amending the
              Revolving Credit Agreement (filed as Exhibit 10.8 to the
              Registration Statement No. 333-21977 on Form S-3 and
              incorporated herein by reference).

 10.37    --  Form of Assignment and Acceptance to Revolving Credit
              Agreement (filed as Exhibit 10.9 to the Registration
              Statement No. 333-21977 on Form S-3 and incorporated herein
              by reference).

*10.38    --  Outside Directors Compensation Plan of 1998 (filed as
              Exhibit 10.1 to Quarterly Report on Form 10-Q, File No,
              0-12102, for the quarter ended January 31, 1998 and
              incorporated herein by reference).

*10.39    --  Employee Stock Purchase Plan of November 17, 1997 (filed as
              Exhibit 10.1 to the Registration Statement No. 333-47589 on
              Form S-8 and incorporated herein by reference).

 10.40    --  First Amendment and Modification Agreement by and among the
              Registrant and BankBoston, N.A. dated as of March 19, 1998
              amending the Amended and Restated Revolving Credit Agreement
              (filed as Exhibit (b) (2) to the Amendment No. 2 to the
              Schedule 14D-1 filed by the Registrant on February 20, 1998
              and incorporated herein by reference).

 10.41    --  Guaranty dated as of March 19, 1998 by Hadco Acquisition
              Corp. II in favor of BankBoston, N.A. (filed as Exhibit (b)
              (3) to the Amendment No. 2 to the Schedule 14D-1 filed by
              the Registrant 0n February 20, 1998 and incorporated herein
              by reference).

 10.42    --  Stock Pledge Agreement dated as of March 19, 1998 by Hadco
              Acquisition Corp. II in favor of BankBoston, N.A. (filed as
              Exhibit (b) (4) to the Amendment No. 2 to the Schedule 14D-1
              filed by the Registrant on February 20, 1998 and
              incorporated herein by reference).

*10.43    --  Form of Option Agreement under Registrant's Non-Qualified
              Stock Option Plan dated November 29, 1995, as amended and
              restated April 7, 1998 (filed as Exhibit 10.2 to Quarterly
              Report on Form 10-Q, File No. 0-12101, for the quarter ended
              May 2, 1998 and incorporated herein by reference).

*10.44    --  Stock Purchase Agreement dated as of March 20, 1998 between
              Registrant and Frederick G. McNamee, III (filed as Exhibit
              10.3 to Quarterly Report on Form 10-Q, File No. 0-12102, for
              the quarter ended May 2, 1998 and incorporated herein by
              reference).

*10.45    --  Employment Agreement dated as of February 17, 1998 between
              Registrant and Frederick G. McNamee, III (filed as Exhibit
              10.4 to Quarterly Report on Form 10-Q, File No. 0-12102, for
              the quarter ended May 2, 1998 and incorporated herein by
              reference).

 10.46    --  Second Amendment and Modification Agreement among Registrant
              and a group of Banks dated as of May 11, 1998 (filed as
              Exhibit 10.5 to Quarterly Report on Form 10-Q, File No.
              0-12102, for the quarter ended May 2, 1998 and incorporated
              herein by reference).

*10.47    --  Form of Executive Agreement dated as of July 1, 1998 by and
              between the Company and Andrew E. Lietz (filed as Exhibit
              10.2 to Quarterly Report Form 10-Q, File No. 0-12102, for
              the quarter ended August 1, 1998 and incorporated herein by
              reference).

*10.48    --  Form of Executive Agreement dated as of July 1, 1998 by and
              between the Company and John D. Caruso (filed as Exhibit
              10.3 to Quarterly Report on From 10-Q, File No. 0-12102, for
              the quarter ended August 1, 1998 and incorporated herein by
              reference).

*10.49    --  Form of Executive Agreement dated as of July 1, 1998 by and
              between the Company and Timothy P. Losik (filed as Exhibit
              10.4 to Quarterly Report on Form 10-Q, File No. 0-12102, for
              the quarter ended August 1, 1998 and incorporated herein by
              reference).

*10.50    --  Form of Executive Agreement dated as of July 1, 1998 by and
              between the Company and Michael K. Sheehy (filed as Exhibit
              10.5 to Quarterly Report on Form 10-Q, File No. 0-12102, for
              the quarter ended August 1, 1998 and incorporated herein by
              reference).

*10.51    --  Form of Executive Agreement dated as of July 1, 1998 by and
              between the Company and Frederick G. McNamee, III (filed as
              Exhibit 10.6 to Quarterly Report on Form 10-Q, File No.
              0-12102, for the quarter ended August 1, 1998 and
              incorporated herein by reference).

*10.52    --  Form of Executive Agreement dated as of July 1, 1998 by and
              between the Company and Robert E. Snyder (filed as Exhibit
              10.7 to Quarterly Report on Form 10-Q, File No. 0-12102, for
              the quarter ended August 1, 1998 and incorporated herein by
              reference).
              
<PAGE>   67
 
<TABLE>
<CAPTION>
   EXHIBIT
   -------
<S>             <C>
 10.53    --    Indenture (including Form of Exchange Note) dated as of May
                18, 1998 by and among the Company, the Guarantors and State
                Street Bank and Trust, as Trustee (filed as Exhibit 4.1 to
                Form S-4, Registration No. 333-57467, and incorporated
                herein by reference).
 10.54    --    Registration Rights Agreement dated May 13, 1998 among the
                Company, the Guarantors, Morgan Stanley & Co. Incorporated,
                Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                BancAmerica Robertson Stephens, and BT Alex Brown
                Incorporated, as initial purchasers (filed as Exhibit 4.2 to
                Form S-4, Registration No. 333-57467, and incorporated
                herein by reference).
 10.55    --    Placement Agreement dated May 13, 1998 by and among the
                Company, the Guarantors, Morgan Stanley & Co. Incorporated,
                Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                BancAmerica Robertson Stephens, and BT Alex. Brown
                Incorporated, as initial purchasers (filed as Exhibit 10.1
                to Form S-4, Registration No. 333-57467, and incorporated
                herein by reference).
 10.56    --    Third Amendment and Modification Agreement dated as of
                September 14, 1998 among Registrant and a group of Banks.
                (filed as Exhibit 10.5 to Form S-4, Registration No. 323-
                57467, and incorporated herein by reference).
*10.57    --    Form of Executive Agreement dated as of November 2, 1998 by
                and between the Company and F. Gordon Bitter.
*10.58    --    Amended and Restated Non-Qualified Stock Option Plan dated
                September 7, 1990, dated as of April 7, 1998.
*10.59    --    Amended and Restated Non-Qualified Stock Option Plan dated
                November 29, 1995, dated as of July 1, 1998.
*10.60    --    Amendment dated as of July 1, 1998 to Option Agreement of
                Andrew E. Lietz dated April 8, 1998.
*10.61    --    Amendment dated as of July 1, 1998 to Option Agreement of
                Andrew E. Lietz dated February 26, 1997.
*10.62    --    Amendment to Retirement Plan dated September 15, 1998.
 10.63    --    Amendment dated May 29, 1998 to Lease between Registrant and
                Equity Property Associates I dated March 1, 1992.
 10.64    --    Amendment dated May 29, 1998 to Lease between Registrant and
                Equity Property Associates I dated November 1, 1995, for 12A
                Manor Parkway, Salem, New Hampshire.
 10.65    --    Amendment No. 2 dated October 29, 1998, for 12A Manor
                Parkway, Salem, New Hampshire to Lease between Registrant
                and Manor Parkway LLC dated November 1, 1995.
 10.66    --    Amendment dated May 29, 1998 to Lease between Registrant and
                Equity Property Associates I dated November 1, 1995, for 12B
                Manor Parkway, Salem, New Hampshire.
*10.67    --    Hadco Corporation Executive Incentive Compensation Deferred
                Bonus Plan, as amended and restated July 1, 1998.
*10.68    --    Amendment to Outside Directors Compensation Plan of 1998,
                dated as of November 12, 1998.
*10.69    --    Agreement dated as of November 12, 1998 by and between the
                Company and Andrew E. Lietz.
*10.70    --    Form of Agreement dated as of November 12, 1998 by and
                between the Company and various employees of the Company.
 21       --    Subsidiaries of the Registrant.
 23       --    Consent of Arthur Andersen LLP.
 27       --    Financial Data Schedule.
</TABLE>
 
(*) Indicates a management contract or any compensatory plan, contract or
arrangement required to be filed as an exhibit pursuant to Item 14(c).