<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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


                       For the quarter ended June 30, 1999
                          Commission file number 1-4416



                             SPS TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its Charter)


             PENNSYLVANIA                                       23-1116110
        (State of incorporation)                            (I.R.S. Employer
      101 Greenwood Avenue, Suite 470                      Identification No.)
        Jenkintown, Pennsylvania                                   19046
(Address of principal executive offices)                        (Zip Code)

                                 (215) 517-2000
              (Registrant's telephone number, including area code)


     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 number of shares of Registrant's Common Stock outstanding on August
3, 1999 was 12,654,443.


<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                      INDEX


         Part I. Financial Information                            Page
         -----------------------------                            ----

         Item 1.  Financial Statements


              Statements of Consolidated Operations -
              Three and Six Months Ended June 30, 1999 and 1998
              (Unaudited)                                             3


              Consolidated Balance Sheets -
              June 30, 1999 and December 31, 1998
              (Unaudited)                                           4-5


              Condensed Statements of Consolidated Cash Flows -
              Six Months Ended June 30, 1999 and 1998
              (Unaudited)                                             6


              Consolidated Statements of Comprehensive Income -
              Three and Six Months Ended June 30, 1999 and 1998
              (Unaudited)                                             7


              Notes to Condensed Consolidated Financial
              Statements                                           8-13



         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations   14-19

         Item 3.  Quantitative and Qualitative Disclosures
                  About Market Risk                                  20



         Part II. Other Information
         --------------------------

         Item 4.  Submission of Matters to Vote of Security
                  Holders                                            21

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


                                       2

<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED OPERATIONS
               (Unaudited-Thousands of dollars, except share data)

                               Three Months Ended         Six Months Ended
                                    June 30,                  June 30,
                              ----------------------     -------------------
                                 1999         1998          1999      1998
                              --------     ---------     --------  ---------
Net sales                     $194,560     $ 175,149     $397,035  $ 355,014

Cost of goods sold             151,792       133,376      309,413    273,054
                              --------     ---------     --------  ---------

Gross profit                    42,768        41,773       87,622     81,960

Selling, general and
 administrative expense         18,240        20,904       39,425     41,359
                              --------     ---------     --------  ---------

Operating earnings              24,528        20,869       48,197     40,601
                              --------     ---------     --------  ---------

Other income (expense):
 Interest income                   282           345          478        552
 Interest expense               (3,270)       (2,561)      (6,604)    (5,141)
 Equity in loss
  of affiliates                 (1,770)         (503)      (2,032)      (783)
 Minority interest                 (76)         (210)        (102)      (422)
 Other, net                        (24)         (320)         (97)      (447)
                              --------     ---------     --------  ---------
                                (4,858)       (3,249)      (8,357)    (6,241)
                              --------     ---------     --------  ---------

Earnings before income taxes    19,670        17,620       39,840     34,360

Provision for income taxes       6,660         5,900       13,510     11,720
                              --------     ---------     --------  ---------
Net earnings                  $ 13,010     $  11,720     $ 26,330  $  22,640
                              ========     =========     ========  =========


Earnings per common share:

  Basic                       $   1.03     $    0.94     $   2.07  $    1.82
                              ========     =========     ========  =========
  Diluted                     $   1.00     $    0.90     $   2.02  $    1.75
                              ========     =========     ========  =========

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (Unaudited-Thousands of dollars)


                                          June 30,    December 31,
                                            1999          1998
                                          --------       --------
Assets

Current assets
 Cash and cash equivalents                $  8,984       $  8,414
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $3,037 (1998-$2,960)      127,571        109,300
 Inventories                               135,757        127,366
 Deferred income taxes                      20,067         20,494
 Prepaid expenses and other                  7,193          6,366
                                          --------       --------
         Total current assets              299,572        271,940
                                          --------       --------


Property, plant and equipment, net of
 accumulated depreciation of $144,914
 (1998-$150,657)                           210,626        207,800
Other assets                               144,137        127,495
                                          --------       --------

     Total assets                         $654,335       $607,235
                                          ========       ========









See accompanying notes to condensed consolidated financial statements.





                                       4
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (Unaudited-Thousands of dollars, except share data)


                                          June 30,     December 31,
                                            1999           1998
                                         --------        --------

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
   long-term debt                        $ 18,098        $ 18,185
 Accounts payable                          65,032          51,777
 Accrued expenses                          57,525          62,062
 Income taxes payable                       7,541           5,889
                                         --------        --------
   Total current liabilities              148,196         137,913
                                         --------        --------

Deferred income taxes                      21,789          21,176
Long-term debt                            175,165         154,010
Retirement obligations and other
  long term liabilities                    27,376          25,605

Minority interest                           1,564           1,731


Shareholders' equity
 Preferred stock, par value $1 per share,
  authorized 400,000 shares, issued none
 Common stock, par value $0.50 per share,
  authorized 60,000,000 shares, issued
  13,926,220 shares (13,812,138
  shares in 1998)                           6,963           6,906
 Additional paid-in capital               108,943         106,093
Common stock in treasury, at cost,
  1,271,352 shares (1,119,008 shares
  in 1998)                                (19,067)        (12,943)
 Retained earnings                        204,291         177,961
 Accumulated other comprehensive income
  Minimum pension liability                (2,025)         (2,025)
  Cumulative translation adjustments      (18,860)         (9,192)
                                         --------        --------
    Total shareholders' equity            280,245         266,800
                                         --------        --------

      Total liabilities and
       shareholders' equity              $654,335        $607,235
                                         ========        ========




See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                        (Unaudited-Thousands of dollars)

                                                  Six Months Ended
                                                       June 30,
                                                  1999        1998
                                                --------    --------
Net cash provided by operating
  activities (including depreciation
  and amortization of $17,239 in
  1999 and $14,328 in 1998)                     $ 31,648    $ 30,290
                                                --------    --------

Cash flows provided by (used in)
  investing activities:
  Additions to property, plant and equipment     (15,670)    (13,960)
  Proceeds from sale of property, plant
    and equipment                                  7,369         122
  Acquisitions of businesses, net of cash
    acquired                                     (28,537)    (22,536)
  Proceeds from sale of other assets               2,501
                                                --------    ---------

Net cash used in investing activities            (34,337)    (36,374)
                                                --------    --------

Cash flows provided by (used in) financing
  activities:
  Proceeds from borrowings                        38,515      27,531
  Reduction of borrowings                        (30,891)    (26,461)
  Purchases of treasury stock                     (4,481)       (812)
  Proceeds from exercise of stock options            573       1,389
                                                --------    --------

Net cash provided by financing activities          3,716       1,647
                                                --------    --------

Effect of exchange rate changes on cash             (457)       (255)
                                                --------    --------

Net increase (decrease) in cash and cash
  equivalents                                        570      (4,692)

Cash and cash equivalents at
  beginning of period                              8,414      18,659
                                                --------    --------

Cash and cash equivalents at
  end of period                                 $  8,984    $ 13,967
                                                ========    ========

Significant noncash investing
  and financing activities:
  Debt assumed with businesses acquired         $ 15,060    $ 19,686
  Acquisition of treasury shares for
    stock options exercised                     $    887    $  1,243


See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       (Unaudited - Thousands of dollars)




                                   Three Months Ended        Six Months Ended
                                        June 30,                 June 30,
                                  -------------------       ------------------
                                     1999      1998           1999     1998
                                   -------   -------         -------   ------

Net earnings                       $13,010   $11,720         $26,330  $22,640

Other comprehensive
 income(expense):
   Foreign currency
    translation adjustments         (1,372)     (765)         (9,668)  (2,448)
                                   -------   -------         -------   ------


Total comprehensive income         $11,638   $10,955         $16,662  $20,192
                                   =======   =======         =======  =======








See accompanying notes to condensed consolidated financial statements.



                                       7

<PAGE>
                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (Unaudited-Thousands of dollars, except share data)

1.       Financial Statements

         In the opinion of the Company's management, the accompanying unaudited,
         condensed consolidated financial statements contain all adjustments
         necessary to present fairly the financial position as of June 30, 1999,
         the results of operations for the three and six month periods ended
         June 30, 1999 and 1998, and cash flows for the six month periods ended
         June 30, 1999 and 1998. The December 31, 1998 balance sheet data was
         derived from audited financial statements, but does not include all
         disclosures required by generally accepted accounting principles. The
         accompanying financial statements contain only normal recurring
         adjustments. All financial information has been prepared in conformity
         with the accounting principles reflected in the financial statements
         included in the 1998 Annual Report filed on Form 10-K applied on a
         consistent basis.

2.       Business Acquisitions

         All acquisitions have been accounted for under the purchase method. The
         results of operations of the acquired businesses are included in the
         consolidated financial statements from the dates of acquisition.

         On June 30, 1999 the Company acquired all of the outstanding shares of
         National Set Screw Corporation, doing business as NSS Technologies,
         Inc. (NSS), based in Plymouth, Michigan for approximately $43,600. NSS
         manufactures highly specialized, cold-formed steel components for the
         automotive, heavy truck, mining/road construction and waterworks
         industries. The excess of the purchase price over the fair values of
         the net assets acquired was approximately $24,800 and has been recorded
         as goodwill, which is being amortized on a straight line basis over 40
         years.

         On October 28, 1998 the Company acquired all of the outstanding shares
         of Chevron Aerospace Group Limited (Chevron) based in Wilford,
         Nottingham, England for approximately $54,900. Chevron is a
         manufacturer of aircraft structural assemblies, precision machined
         components, avionic panels, wiring harnesses and turbine lockplates.
         The excess of the purchase price over the fair values of the net assets
         acquired was approximately $34,700 and has been recorded as goodwill,
         which is being amortized on a straight-line basis over 40 years.




                                       8
<PAGE>

         On July 31, 1998, the Company acquired all of the outstanding shares of
         Nevada Bolt & Mfg. Co., doing business as Non-Ferrous Bolt & Mfg. Co.
         (Non-Ferrous), located in Las Vegas, Nevada for $11,900. Approximately
         $8,800 was paid with 203,935 shares of common stock from treasury and
         the remainder in debt assumed by the Company. Non-Ferrous is a
         manufacturer of non-standard, hot-forged bolts and nuts from stainless
         steel and specialty alloy materials. The excess of the purchase price
         over the fair values of the net assets acquired was approximately
         $5,800 and has been recorded as goodwill, which is being amortized on a
         straight-line basis over 40 years.

         On June 30, 1998, the Company acquired the operating assets of Howell
         Penncraft, Inc. (Penncraft), located in Howell, Michigan, for $3,500.
         Penncraft is a manufacturer of fastener related tooling including trim
         and nut dies, punches and heading dies. The purchase price approximated
         the fair values of the net assets acquired.

         On June 30, 1998, the Company acquired all of the outstanding shares of
         Terry Machine Company (Terry), located in Waterford, Michigan, for
         $22,100. Terry is a manufacturer of specialty cold headed fasteners for
         the automotive industry. The excess of the purchase price over the fair
         values of the net assets acquired was approximately $8,500 and has been
         recorded as goodwill, which is being amortized on a straight-line basis
         over 40 years.

         On March 23, 1998, the Company acquired all of the outstanding shares
         of Greenville Metals, Inc. (Greenville), located in Transfer,
         Pennsylvania, for $15,900. Greenville is a manufacturer of specialty
         metals and alloys. The excess of the purchase price over the fair
         values of the net assets acquired was approximately $7,800 and has been
         recorded as goodwill, which is being amortized on a straight-line basis
         over 40 years.

         The following unaudited pro forma consolidated results of operations
         are presented as if the acquisitions discussed above had been made at
         the beginning of the periods presented.

                                            Six Months Ended
                                                 June 30,
                                         ----------------------
                                            1999          1998
                                            ----          ----

         Net sales                       $426,818      $437,935
         Net earnings                      26,670        20,066
         Basic earnings
           per common share                  2.10          1.59
         Diluted earnings
           per common share                  2.05          1.53





                                       9
<PAGE>


         The pro forma consolidated results of operations include adjustments to
         give effect to amortization of goodwill, interest expense on
         acquisition debt, shares of common stock issued and the related income
         tax effects. The unaudited pro forma information is not necessarily
         indicative of the results of operations that would have occurred had
         the purchase been made at the beginning of the periods presented or the
         future results of the combined operations.

3.       Inventories
                                    June 30,         December 31,
                                      1999              1998
                                   ---------         ------------

         Finished goods            $ 54,611           $ 53,748
         Work-in-process             44,581             39,192
         Raw materials
           and supplies              30,475             28,412
         Tools                        6,090              6,014
                                   --------           --------

                                   $135,757           $127,366
                                   ========           ========


         The June 30, 1999 inventory balances include $11,100 of inventory
         related to the acquisition of NSS on June 30, 1999.

4.       Environmental Contingency

         The Company has been identified as a potentially responsible party by
         various federal and state authorities for clean up or removal of waste
         from various disposal sites. At June 30, 1999, the accrued liability
         for environmental remediation represents management's best estimate of
         the undiscounted costs related to environmental remediation which are
         considered probable and can be reasonably estimated. Management
         believes the overall costs of environmental remediation will be
         incurred over an extended period of time. The Company has not included
         any insurance recovery in the accrued environmental liability. The
         measurement of the liability is evaluated quarterly based on currently
         available information. As the scope of the Company's environmental
         liability becomes more clearly defined, it is possible that additional
         reserves may be necessary. Accordingly, it is possible that the
         Company's results of operations in future quarterly or annual periods
         could be materially affected. Management does not anticipate that its
         consolidated financial condition will be materially affected by
         environmental remediation costs in excess of amounts accrued.




                                       10
<PAGE>

5.       Per Share Data

         Basic earnings per common share is calculated using the average shares
         of common stock outstanding, while diluted earnings per common share
         reflects the potential dilution that could occur if stock options were
         exercised. Earnings per common shares are computed as follows:

                           Three Months Ended           Six Months Ended
                                 June 30,                    June 30,
                           -------------------         -------------------
                           1999           1998         1999          1998
                           ----           ----         ----          ----

Net earnings          $    13,010    $    11,720   $    26,330   $    22,640
                      ===========    ===========   ===========   ===========

Average shares of
  common stock
  outstanding used
  to compute basic
  earnings per
  common share         12,687,477     12,454,097    12,689,568    12,415,615

Additional common
  shares to be
  issued assuming
  exercise of stock
  options, net of
  shares assumed
  reacquired              311,816        527,941       344,017       505,587
                      -----------   ------------   -----------  ------------

Shares used to
  compute dilutive
  effect of stock
  options              12,999,293     12,982,038    13,033,585    12,921,202
                      ===========   ============   ===========  ============

Basic earnings per
  common share              $1.03          $0.94         $2.07         $1.82
                            =====          =====         =====         =====

Diluted earnings per
  common share              $1.00          $0.90         $2.02         $1.75
                            =====          =====         =====         =====

6.       Segment Information

         The Company has three reportable segments: Precision Fasteners and
         Components, Specialty Materials and Alloys and Magnetic Products. The
         Precision Fasteners and Components segment consists of business units
         which produce precision fasteners, components and consumable tools for
         the aerospace, automotive and industrial machinery markets. The
         Specialty Materials and Alloys segment produces specialty metals,
         superalloys and ceramic cores for aerospace, industrial gas turbine,
         medical and other general industrial applications. The Magnetic
         Products segment produces magnetic materials and products used in
         automotive, telecommunications, aerospace, reprographic, computer and
         advertising specialty applications.


                                       11
<PAGE>

     Sales and Operating Earnings by Segment

     (Unaudited-Thousands of dollars)

                               Three Months Ended            Six Months Ended
                                    June 30,                     June 30,
                              ----------------------     ----------------------
                                1999          1998         1999          1998
                              --------     ---------     --------     ---------
Net sales:
  Precision Fasteners
    and Components            $133,020      $110,362     $270,914      $223,404
  Specialty Materials
    and Alloys                  26,890        29,576       56,329        56,116
  Magnetic Products             34,650        35,211       69,792        75,494
                              --------      --------     --------      --------

  Total Net Sales             $194,560      $175,149     $397,035      $355,014
                              ========      ========     ========      ========

Operating Earnings:
  Precision Fasteners
    and Components            $ 19,130      $ 14,829     $ 37,257      $ 28,443
  Specialty Materials
    and Alloys                   3,504         4,096        7,796         7,941
  Magnetic Products              4,344         4,679        8,344         9,602
  Unallocated
    Corporate Costs             (2,450)       (2,735)      (5,200)       (5,385)
                              --------      --------     --------      --------

  Total Operating
    Earnings                  $ 24,528      $ 20,869     $ 48,197      $ 40,601
                              ========      ========     ========      ========


7.       Recently Issued Accounting Standards

         In June 1998, the Financial Accounting Standards Board (FASB) issued
         Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
         for Derivative Instruments and Hedging Activities." This Statement
         requires that all derivative instruments be recorded on the balance
         sheet at their fair value. Changes in the fair value of derivatives are
         recorded each period in current earnings or other comprehensive income,
         depending on the use of the derivative and whether it qualifies for
         hedge accounting treatment. Originally, this statement was effective
         for all interim period financial statements for fiscal years beginning
         after June 15, 1999. However, in July 1999, the FASB issued SFAS No.
         137, which delayed the effective date of SFAS No. 133 for one year to
         fiscal years beginning after June 15, 2000. The Company will adopt SFAS
         No. 133 in the first quarter of 2001. The Company anticipates that, due
         to its limited use of derivative instruments, the adoption of SFAS No.
         133 will not have a material effect on the Company's results of
         operations or its financial position.



                                       12
<PAGE>

8.       Subsequent Event - Long-Term Debt

         On August 4, 1999, the Company entered into a long-term Note Purchase
         Agreement with five insurance companies for $80,000 at fixed interest
         rates of 7.75 percent to 7.85 percent. The Company received $50,000 of
         the debt proceeds on August 4, 1999 and the balance of the proceeds of
         $30,000 will be received in October 1999. Of the total proceeds,
         $50,000 is due in annual installments from August 1, 2004 to August 1,
         2014 and $30,000 is due on August 1, 2009. Effective August 4, 1999,
         the Company also amended the 1996 long-term Note Purchase Agreement to
         include the same restrictive covenants as the 1999 Note Purchase
         Agreement.

         The Company is subject to a number of restrictive covenants under its
         various debt agreements. Covenants associated with the 1996 and 1999
         Note Purchase Agreements are generally the most restrictive. Effective
         August 4, 1999, the following significant covenants are in place under
         the Note Purchase Agreements: maintenance of a consolidated
         debt-to-total capitalization (net worth plus total debt) ratio of not
         more than 55 percent and maintenance of a minimum consolidated net
         worth of at least $200,000 plus 50 percent of adjustable consolidated
         net income for quarters ended after December 31, 1998. Under these
         covenants, dividends paid by the Company may not exceed $40,000 plus 50
         percent of consolidated net income (or minus 100 percent of the
         consolidated net loss) from January 1, 1999 to the date of the
         dividend. Certain of the Company's debt agreements contain cross
         default and cross acceleration provisions. At August 4, 1999, the
         Company was in compliance with all financial covenants. If the Company
         had entered into the 1999 Note Purchase Agreement and received the
         $50,000 in debt proceeds on June 30, 1999, the Company (as restricted
         by the loan covenants described above)would have been allowed to borrow
         an additional $100,000.






                                       13
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

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

Introduction

         Net sales, net earnings and net cash provided by operating activities
improved in 1999 compared to the corresponding periods in the prior year. This
improvement was primarily due to the impact of businesses acquired in 1998.
Certain businesses had lower earnings due to the soft demand for their products
in the North American and European industrial manufacturing markets. The Company
completed one acquisition in 1999 which expands the range of products offered to
the automotive market.

Net Sales

         Net sales increased $19.4 million, or 11.1 percent, in the second
quarter of 1999 and $42.0 million, or 11.8 percent, for the six month period
ended June 30, 1999 compared to the same periods in 1998.

         The increase in sales of the Precision Fasteners and Components segment
is primarily attributable to the impact of businesses acquired in 1998. Sales by
those businesses (Chevron, Terry, Non-Ferrous and Penncraft) increased segment
sales by $31.2 million in the second quarter of 1999 and $59.7 million for the
six months ended June 30, 1999. Chevron Aerospace continues to benefit from
improved demand for aerospace products in Europe due to market share gains by
Airbus Industrie. Terry Machine continues to benefit from strong demand for its
fasteners from the North American automotive market and increased capacity due
to recent capital investments.

         Excluding sales by the businesses acquired in 1998, Precision Fasteners
and Components segment sales decreased $8.5 million, or 7.7 percent, in the
second quarter of 1999 and $12.2 million, or 5.5 percent, for the six months
ended June 30, 1999 compared to the same periods in 1998. Total aerospace
fastener sales in North America declined by $4.6 million (9.5 percent) in the
second quarter of 1999 and $4.1 million (4.3 percent) for the six months ended
June 30, 1999 consistent with reductions in incoming order rates experienced in
the second half of 1998. There reductions reflect the decline in new aircraft
production at Boeing forecasted for 2000 as well as inventory reduction
activities in the aerospace industry at the OEM and distributor levels. The
Company's automotive and industrial fastener sales decreased $5.4 million, or



                                       14
<PAGE>

12.7 percent, in the second quarter and $13.9 million, or 15.9 percent, in the
six month period ended June 30, 1999. The devaluation of the Brazilian Real,
overall weakness of the Brazilian economy, downsizing of the Company's
automotive manufacturing operation in Coventry, England and decreased demand for
Unbrako fasteners manufactured in North America and Europe all contributed to
this decrease.

         Specialty Materials and Alloys segment sales decreased $2.7 million, or
9.1 percent, in the second quarter of 1999 although sales were approximately the
same for the six months ended June 30, 1999 compared to the same periods in
1998. This segment was negatively impacted by lower raw material prices, weak
demand for stainless steel products for general industrial markets and a push
out in delivery schedules for aerospace superalloy products. This segment
continues to benefit from strong demand from the industrial gas turbine markets.

         Magnetic Products segment sales decreased $0.6 million, or 1.6 percent,
in the second quarter and $5.7 million, or 7.6 percent, in the six months ended
June 30, 1999 compared to the same periods in 1998. The sales decline is
attributed to sluggish conditions in the United States and European industrial
manufacturing markets, soft automotive manufacturing demand in England and
decreases in certain base metal prices. Partially offsetting these declines were
strong demand from the computer, telecommunications and United States automotive
markets.

Operating Earnings

         Operating earnings increased $3.7 million, or 17.5 percent, in the
second quarter of 1999 and $7.6 million, or 18.7 percent, for the six month
period ended June 30, 1999 compared to the same periods in 1998. Operating
earnings for the second quarter and six month periods in 1999 include a
non-recurring gain related to the sale leaseback of an aerospace fastener
manufacturing facility. Pursuant to the exercise of a purchase option granted in
a lease agreement dated November 30, 1994, the Company sold its Santa Ana,
California facility for $6.8 million on June 11, 1999, resulting in a realized
gain of $3.4 million. The Company's aerospace fastener operation located in this
building will remain there under a leaseback arrangement. A deferred gain of
$1.8 million will be amortized into operating earnings over the 10 year
leaseback period.

         Excluding the sale leaseback gain of $3.4 million described above, the
operating earnings of the Precision Fasteners and Components segment improved
from $28.4 million, or 12.7 percent of sales, for the six months ended June 30,
1998 to $33.9 million, or 12.5 percent of sales, for the six months ended June
30, 1999. Businesses acquired after June 29, 1998 contributed $4.5 million of



                                       15
<PAGE>

operating earnings to the six month period ended June 30, 1999. In response to
weak demand for certain fastener products, the Company has incurred certain
charges for downsizing and consolidating fastener manufacturing operations that
are included in the 1999 and 1998 operating earnings of this segment. These
costs were approximately $1.4 million for the six month period ended June 30,
1999 and 1998 and related primarily to cost of employee separations in certain
manufacturing operations in North America and England.

         Operating earnings of the Specialty Materials and Alloys segment and
Magnetic Products segment declined in the second quarter and six months ended
June 30, 1999 compared to the same periods in 1998. The decline in earnings
performance in both segments is attributed primarily to the lower sales volume
discussed above. The Specialty Materials and Alloys segment expects to receive
benefits in the second half of 1999 from stronger demand for its products as
well as improved manufacturing performance at its operating facilities, as
capital investments in capacity additions come on-line which will also reduce
operating costs. Certain facilities in the Magnetic Products segment have
instituted shorter weekly work hours and other cost reduction programs in
response to the lower volume of sales.

Other Income and Expense

         Due to higher levels of debt, interest expense increased from $5.1
million in the first six months of 1998 to $6.6 million in the first six months
of 1999. In the second quarter of 1999, the Company recorded its share of losses
from its Indian affiliate in the amount of $1.1 million which reduced its
investment balance to zero. The Company withdrew its last on-site representative
from its fastener joint venture in China and, due to ongoing losses incurred by
that operation, wrote off the residual carrying value of that investment of $0.6
million. No tax benefit is available on the write off of the Company's joint
venture in China.

Orders and Backlog

         Incoming orders for the second quarter of 1999 were $178.9 million
compared to $166.9 million for the second quarter of 1998, a 7.2 percent
increase. Incoming orders for the six months ended June 30, 1999 were $383.7
compared to $350.6 million for the same period in 1998, a 9.4 percent increase.
Businesses acquired after June 29, 1998 increased orders by $32.6 million for
the quarter and $65.2 million for the six month period. The Company is
experiencing lower demand for its products in certain geographic regions and
served markets which partially offsets the benefit of the order increases due to
the impact of businesses acquired. For the second quarter, orders for aerospace
fasteners were $10.3 million, or 18.9 percent lower than the same period a year
ago. This decline is consistent with the forecasted drop in U.S. commercial
aircraft


                                       16
<PAGE>

production rates for next year and forward, along with inventory management
activities. The Company continues to benefit from improved demand for aerospace
fasteners and components in Europe as well as market share increases. Orders for
automotive fasteners for the second quarter were $4.3 million, or 16.7 percent,
lower than the same period a year ago. The majority of this decline is
attributable to soft automotive demand in the United Kingdom and Europe as well
as the impact of downsizing the Coventry facility. Orders for automotive
fasteners in Brazil, expressed in United States dollars, were down 35 percent
for the quarter, but the majority of this decline is due to the devaluation of
the Brazilian Reais, as orders on a local currency basis are down only 10
percent. Industrial fastener orders were $3.8 million, or 20.4 percent, lower
than the second quarter of 1998, reflecting continued soft demand for industrial
hardware in the United States and Europe. Excluding the backlog for NSS
Technologies, Inc. (acquired on June 30, 1999), the backlog of orders, which
represents firm orders with delivery scheduled within 12 months, at June 30,
1999 was $270.8 million compared to $245.9 million on the same date a year ago
and $296.1 million at December 31, 1998.

Acquisitions

         As discussed in Note 2 to the financial statements, the Company
acquired all of the outstanding shares of National Set Screw Corporation, doing
business as NSS Technologies, Inc. (NSS), based in Plymouth, Michigan for $43.6
million on June 30, 1999. NSS manufactures highly specialized cold-formed steel
components for the automotive, heavy truck, mining/road construction and
waterworks industries. NSS' sales for the twelve months ended June 30, 1999 were
approximately $57.4 million. This acquisition expands the Company's
manufacturing and technical capabilities and broadens the range of products
offered to its automotive customers.

Liquidity and Capital Resources

         Management considers liquidity to be the ability to generate adequate
amounts of cash to meet its needs and capital resources to be the resources from
which such cash can be obtained, principally from operating and external
sources. The Company believes that capital resources available to it will be
sufficient to meet the needs of its business, both on a short-term and long-term
basis.

         Cash flow provided or used by operating activities, investing
activities and financing activities is summarized in the condensed statements of
consolidated cash flows. For the six months ended June 30, 1999, net cash
provided by operating activities increased by $1.4 million compared to the first
six months of 1998 due primarily to the $3.7 million improvement in net
earnings.


                                       17
<PAGE>

         Cash flows provided by or used in investing activities for 1999 include
the net proceeds from the sale leaseback of the Santa Ana, California facility
($6.6 million) and the cash payment for the acquisition of NSS ($28.5 million).
Cash flows used in investing activities for 1998 include cash payments for the
acquisitions of Greenville Metals ($9.7 million), Terry Machine ($8.4 million)
and Howell Penncraft ($4.0 million). The Company spent $15.7 million for capital
expenditures in the first six months of 1999 and has budgeted $38.0 million for
the full year of 1999, as reported on Form 10-K for the year ended December 31,
1998.

         The Company's total debt to equity ratio was 69 percent at June 30,
1999, compared to 65 percent at December 31, 1998. Total debt was $193.3 million
at June 30, 1999 and $172.2 million at December 31, 1998. As of June 30, 1999,
under the terms of the existing credit agreements, the Company is permitted to
incur an additional $85.9 million in debt. Additional information related to
financing activities subsequent to June 30, 1999 is provided in Note 8 to the
financial statements.

Year 2000 Readiness Disclosures

         The following statements include "Year 2000 Readiness Disclosure"
within the meaning of the Year 2000 Information and Readiness Disclosure Act of
1998. The Company is identifying, evaluating and implementing changes to
computer systems and applications necessary to achieve a year 2000 (Y2K) date
conversion with no material effect on customers or disruption to business
operations. These actions are necessary to ensure that information technology
(IT) and non-IT systems and applications will recognize and process the year
2000 and beyond. Major areas of potential business impact have been identified
and conversion efforts are underway. All mainframe based IT systems have been
assessed, plans have been put into place and required Y2K conversion of these
computer programs was substantially completed in April 1999. The process of
assessing the various PC and LAN based IT systems and non-IT systems is
substantially complete. The Company has converted and tested many of these
systems and expects that the balance of testing and any necessary remediation
will be completed by September 30, 1999. The Company is communicating with
suppliers, customers, financial institutions and others it does business with to
coordinate Y2K conversion. The Company has not completed its assessment and
evaluation of the state of readiness of its customers and vendors, although
major customers have requested from the Company information regarding its Y2K
readiness and certain key suppliers have confirmed their own internal Y2K
readiness.

         The cost specifically associated with addressing Y2K issues incurred in
the first six months of 1999 were capitalizable costs of $1.1 million and costs
expensed as incurred of $300 thousand. The Company's cost to complete its Y2K
readiness actions



                                       18
<PAGE>

is estimated to be additional capitalizable cost of $600 thousand and cost
expensed as incurred of $300 thousand. Costs expensed as incurred include the
cost of resources within the Company and external resources which have been
directed toward Y2K activities. Total Y2K readiness costs are estimated to be
$3.9 million.

         The most reasonably likely worst case Y2K scenario would be the failure
of either the Company or a third party to correct a material Y2K problem that
would cause an interruption in, or failure of, normal business activities or
operations. In the event that the worst case scenario occurs, the impact of the
Company's financial position or results of operations cannot be estimated. While
the Company believes that all internal IT and non-IT systems will be converted
prior to January 1, 2000, the Company is in the process of generating
contingency plans and identifying additional actions which would be implemented
in the event of Y2K failure, including but not limited to: utilization of
outside (third-party) mainframe processing resources, identifying backup
capacity within the operating groups, development of manual procedures to
process critical transactions and other appropriate measures. To the extent that
the Company experiences a Y2K failure related to a third party's lack of
readiness, alternate sources of supply are being identified, however, certain
resources are not easily replaceable and there are limited contingency planning
options for such resources. At this time, the Company has not identified a Y2K
problem that it believes cannot be remediated prior to it having a material
impact on operations. The Company will continue to assess the readiness of its
own systems and, if a problem is identified that cannot be remediated in the
appropriate time period, a specific plan to address that issue will be
developed.

Forward-Looking Statements

         Certain statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations contain "forward-looking" information,
within the meaning of the Private Securities Litigation Reform Act of 1995, that
involve risk and uncertainty. The Company's expectations of future benefits from
stronger demand for its products and improved manufacturing performance from
capital investments, future benefits from operational synergies with newly
acquired companies and completing the Y2K date conversion with no material
adverse effect on operations and at no material cost to the Company's results of
operations are "forward-looking" statements contained in Management's Discussion
and Analysis of Financial Condition and Results of Operations. Actual future
results may differ materially depending on a variety of factors, such as: the
effects of competition on products and pricing, customer satisfaction and
qualification issues, labor disputes, worldwide political and economic stability
and changes in fiscal policies, laws and regulations on a national and
international basis. The Company undertakes no obligation to publicly release
any forward-looking information to reflect anticipated or unanticipated events
or circumstances after the date of this document.



                                       19
<PAGE>

                     SPS Technologies, Inc and Subsidiaries


Item 3. Quantitative and Qualitative Disclosures about Market Risk

         The Company's primary market risk exposures are foreign currency
exchange rate and interest rate risk. Fluctuations in foreign currency exchange
rates affect the Company's results of operations and financial position. As
discussed in Note 1 to the financial statements on Form 10-K for the year ended
December 31, 1998, the Company uses forward exchange contracts and one currency
swap agreement to minimize exposure and reduce risk from exchange rate
fluctuations affecting the results of operation. Because the largest portion of
the Company's foreign operations are located in countries with relatively stable
currencies, namely, England, Ireland and Canada, the foreign currency exchange
rate risk to the Company's financial position is not material. However, the
Company has expanded into Brazil, China and other foreign countries which has
increased its exposure to foreign currency fluctuations. Fluctuations in
interest rates primarily affect the Company's results of operations. Because a
majority of the Company's debt is in fixed rate obligations (as disclosed in
Note 9 to the financial statements on Form 10-K for the year ended December 31,
1998), the Company has effectively limited its interest expense exposure to
fluctuation in interest rates.

         A description of the Company's financial instruments is provided in
Notes 1 and 16 to the financial statements on Form 10-K for the year ended
December 31, 1998. Assuming an instantaneous 10 percent strengthening of the
United States dollar versus foreign currencies for which forward exchange
contracts and currency rate swap agreements existed and a 10 percent change in
interest rate on the Company's debt had all occurred on June 30, 1999, the
Company's results of operations, cash flow and financial position would not have
been materially affected.






                                       20
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                     PART II

                                OTHER INFORMATION


  Item 4.  Submission of Matters to Vote of Security Holders

  (a) The Annual Meeting of Shareholders was held on April 27, 1999.

  (b) The name of each director elected at the Annual Meeting as the Company's
      two Class III directors, each to hold office until the 2001 Annual
      Meeting of Shareholders, is as follows:

                   Harry J. Wilkinson
                   Eric M. Ruttenberg

      The name of each other director whose term of office continued after the
      meeting is as follows:

                   Howard T. Hallowell, III
                   Charles W. Grigg
                   Richard W. Kelso
                   Raymond P. Sharpe
                   James F. O'Connor

  (c) 1. The results of the election of directors with respect to each nominee
         for office was as follows:

                                          For         Withheld
                                       ----------     ---------
         Harry J. Wilkinson            10,324,836      466,186
         Eric M. Ruttenberg            10,327,339      463,683

      2. A proposal to amend the SPS Long Term Incentive Stock Plan received
         9,073,022 votes for and 1,260,128 votes against, with 11,928
         abstentions and 0 broker non-votes.

  Item 6.  Exhibits and Reports on Form 8-K

  (a)    Exhibits
            27    Financial Data Schedule

  (b) No reports on Form 8-K were filed during the quarter ended June 30, 1999.




                                       21
<PAGE>

                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                   SIGNATURES


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





                                                       SPS TECHNOLOGIES, INC.
                                                       ----------------------
                                                       (Registrant)





  Date:  August 3, 1999                                William M. Shockley
                                                       ----------------------
                                                       William M. Shockley
                                                       Vice President,
                                                       Chief Financial Officer
                                                       And Treasurer





  Mr. Shockley is signing on behalf of the registrant and as the Chief
  Financial Officer of the registrant.




                                       22

<PAGE>



                                  EXHIBIT INDEX





  27     Financial Data Schedule.






                                       23