Exhibit 99.4

ZARLINK SEMICONDUCTOR INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CANADIAN SUPPLEMENT
(in millions of U.S. dollars,  except per share amounts,  and in accordance with
CDN GAAP)

The following  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations - Canadian  Supplement  ("Canadian  Supplement") should be
read in  conjunction  with  Zarlink's  Management's  Discussion  and Analysis of
Financial  Condition  and  Results  of  Operations  included  in  Item 2 of this
Quarterly  Report.  The Canadian  Supplement  should also be read in conjunction
with the unaudited  consolidated financial statements and notes thereto prepared
in accordance  with U.S. GAAP  (included in Item 1), the unaudited  consolidated
financial  statements  and notes thereto  prepared in  accordance  with Canadian
generally accepted accounting  principles ("Canadian GAAP") (included in Exhibit
99) and the audited consolidated financial statements and notes thereto included
in the  Company's  Annual  Information  Form for the fiscal year ended March 29,
2002.

Certain  statements  in  this  Canadian  Supplement  constitute  forward-looking
statements.  Such  forward-looking  statements  involve known and unknown risks,
uncertainties  and other factors that may cause the actual results,  performance
or achievements of Zarlink, or industry results, to be materially different from
any future  results,  performance or  achievements  expressed or implied by such
forward-looking  statements.  Such risks,  uncertainties and assumptions include
the following:  general economic and business  conditions;  demographic changes;
import  protection and  regulation;  rapid  technology  development and changes;
timing  of  product  introductions;  the  mix  of  products/services;   industry
competition,  industry  capacity and other industry  trends;  and the ability of
Zarlink to attract and retain key employees.

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

                                                            Three Months Ended
                                                            June 28,    June 29,
(millions of U.S. dollars)                                    2002        2001
                                                            --------    --------
Loss from operations before income taxes - US GAAP          $  (8.4)     $(63.7)
                                                            =======      ======
Loss from operations before income taxes - CDN GAAP         $ (11.2)     $(75.1)
                                                            =======      ======
Net loss for the period - US GAAP                           $  (8.7)     $(60.5)
                                                            =======      ======
Net loss for the period - CDN GAAP                          $ (11.4)     $(73.6)
                                                            =======      ======
Net loss per common share - US GAAP, basic and diluted      $ (0.07)     $(0.49)
                                                            =======      ======
Net loss per common share - CDN GAAP, basic and diluted     $ (0.09)     $(0.59)
                                                            =======      ======

      The difference in loss from operations  between U.S. and Canadian GAAP was
principally  due to differences in treatment with respect to stock  compensation
expense and fair value  methods  used when  recording an  impairment  charge for
long-lived and intangible assets.

      In the first  quarter of Fiscal  2003  there was $nil  stock  compensation
expense recorded in the Company's earnings under Canadian GAAP, as compared to a
stock compensation  recovery of $1.6 recorded under U.S. GAAP in the quarter. As
a result,  the loss from operations and net loss under Canadian GAAP as compared
to U.S.  GAAP was higher by $1.6 in the three months ended June 28, 2002.  Prior
to Fiscal 2003,  stock  compensation  expense was not recorded in the  Company's
earnings


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under  Canadian GAAP. As a result,  the loss from  operations and net loss under
Canadian  GAAP as compared to U.S.  GAAP was reduced by $3.9 in the three months
ended June 29, 2001.

      The Canadian GAAP loss from  operations was higher than the  corresponding
U.S. GAAP amounts due to differences in the net book values of certain  tangible
and intangible  assets  resulting from different  methods used to determine fair
values  resulting  from  their  impairment.  The  different  net book  values of
tangible  and  intangible   assets  resulted  in  a  higher   depreciation   and
amortization expense under Canadian GAAP by $1.0 for the three months ended June
28, 2002 (three months ended June 29, 2001 - higher by $11.0).

      Differences  also arose  between U.S. and  Canadian  GAAP  earnings in the
first  quarter of Fiscal 2002 due to foreign  exchange  translation  differences
between U.S. and Canadian GAAP. As a result of the Company's change in reporting
currency to U.S.  dollars in Fiscal 2002,  historical  results were  restated in
accordance with U.S. and Canadian GAAP.  Under U.S. GAAP, the restatement of the
Company's  results was  calculated  using the average rates for each  respective
period.  Under Canadian GAAP, a translation of convenience is permitted  whereby
all  historical  results  are  converted  using the rate at the time of the last
published  financial  statements  prior to adopting the new reporting  currency.
Accordingly,  the exchange  rates used by the Company  were as at September  28,
2001.  As a result  of the  different  methods  of  translation,  Canadian  GAAP
earnings were higher by $1.4 for the three months ended June 29, 2001.

      Under  Canadian  GAAP,  unrealized  gains and losses on forward  contracts
identified  as hedges may be deferred as long as there is  reasonable  assurance
that the hedge will be  effective.  Under U.S.  GAAP,  deferral  is allowed  for
contracts meeting the requirements for cash flow hedging under FAS 133. Prior to
the adoption of FAS 133,  deferral  was allowed  only on  contracts  intended to
hedge  identifiable firm commitments.  The difference in accounting  resulted in
lower Canadian GAAP operating income by $0.1 for the three months ended June 28,
2002 (three months ended June 29, 2001 - higher by $6.3).

      Differences may also arise between Canadian and U.S. GAAP where income tax
expense is calculated using  substantively  enacted income tax rates. Under U.S.
GAAP,  income tax expense is  calculated  using only enacted tax rates.  For the
three months ended June 28, 2002,  there was no difference in income tax expense
between  Canadian and U.S.  GAAP,  and for the three months ended June 29, 2001,
the Canadian GAAP income tax recovery was lower by $1.1.

      Under Canadian GAAP, capital taxes are included in operating income. Under
U.S.  GAAP,  capital  taxes are included in income tax  expense.  As a result of
these differences in presentation under Canadian GAAP,  Zarlink's operating loss
was higher,  and income tax expense was lower by $0.1 in the three  months ended
June 28, 2002 and for the three months ended June 29,  2001,  the Canadian  GAAP
operating loss was higher, and income tax expense was lower by $0.2.


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