Exhibit 99

                           Zarlink Semiconductor Inc.
                     (incorporated under the laws of Canada)
                           CONSOLIDATED BALANCE SHEETS
                     (in millions of U.S. dollars, CDN GAAP)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Dec. 28,        March 30,
                                                                     2001             2001
                                                                   --------        ---------
<S>                                                                <C>              <C>
      ASSETS

      Current assets:
        Cash and cash equivalents                                  $  101.5         $  179.7
        Short-term investments                                         27.3               --
        Accounts receivable                                            29.0             54.1
        Inventories                                                    44.9             84.8
        Investment tax credits recoverable                               --             10.0
        Future income tax assets                                        9.1              1.2
        Prepaid expenses and other                                     13.6             14.9
                                                                   --------         --------
                                                                      225.4            344.7
                                                                   --------         --------
      Fixed assets:
        Cost                                                          390.2            371.6
        Accumulated amortization                                     (262.1)          (240.5)
                                                                   --------         --------
                                                                      128.1            131.1
                                                                   --------         --------
      Long-term receivables                                            15.4             10.0
      Long-term investments                                            15.9             15.7
      Acquired intangible assets                                         --             24.1
      Other assets                                                      1.9              3.5
                                                                   --------         --------

                                                                   $  386.7         $  529.1
                                                                   ========         ========

      LIABILITIES AND SHAREHOLDERS' EQUITY

      Current liabilities:
        Accounts payable and accrued liabilities                   $   70.9         $   92.8
        Income and other taxes payable                                  3.9              4.5
        Future income tax liabilities                                    --              4.6
        Deferred revenue                                                3.9              3.7
        Current portion of long-term debt                               3.7              5.8
                                                                   --------         --------
                                                                       82.4            111.4
      Long-term debt                                                    1.9              4.8
      Pension liability                                                11.2             10.9
      Future income tax liabilities                                    14.4              4.6
                                                                   --------         --------
                                                                      109.9            131.7
                                                                   --------         --------
      Shareholders' equity:

        Preferred shares                                               22.4             23.2
        Common shares                                                 401.3            402.3
        Contributed surplus                                             5.7              5.8
        Deficit                                                      (158.2)           (36.5)
        Translation account                                             5.6              2.6
                                                                   --------         --------
                                                                      276.8            397.4
                                                                   --------         --------
                                                                   $  386.7         $  529.1
                                                                   ========         ========
</TABLE>

 (See accompanying notes to the consolidated financial statements)


                                       24
<PAGE>

                           Zarlink Semiconductor Inc.
             CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)
                     (in millions of U.S. dollars, CDN GAAP)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended        Nine Months Ended
                                                           Dec. 28,     Dec. 29,     Dec. 28,    Dec. 29,
                                                             2001         2000         2001        2000
                                                           --------    ---------     --------    --------
<S>                                                        <C>         <C>           <C>         <C>
Retained earnings (deficit), beginning of period           $ (132.1)   $  182.5      $  (36.5)   $  166.0

Net loss for the period                                       (25.5)      (21.5)       (120.1)       (3.6)
                                                           --------    --------      --------    --------

                                                             (157.6)      161.0        (156.6)      162.4

Cost of common share issue                                     (0.1)         --          (0.1)       (0.4)

Dividends on preferred shares                                  (0.5)       (0.5)         (1.5)       (1.5)
                                                           --------    --------      --------    --------

Retained earnings (deficit), end of period                 $ (158.2)   $  160.5      $ (158.2)   $  160.5
                                                           ========    ========      ========    ========
</TABLE>

        (See accompanying notes to the consolidated financial statements)


                                       25
<PAGE>

                           Zarlink Semiconductor Inc.
                         CONSOLIDATED STATEMENTS OF LOSS
        (in millions of U.S. dollars, except per share amounts, CDN GAAP)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three Months Ended      Nine Months Ended
                                                                      Dec. 28,    Dec. 29,    Dec. 28,   Dec. 29,
                                                                       2001         2000        2001       2000
                                                                     ---------   ---------   ---------   ---------
<S>                                                                  <C>         <C>         <C>         <C>
Revenue                                                              $    51.7   $   108.4   $   167.3   $   347.9
Cost of revenue                                                           31.9        51.3       128.6       166.3
                                                                     ---------   ---------   ---------   ---------
Gross margin                                                              19.8        57.1        38.7       181.6
                                                                     ---------   ---------   ---------   ---------

Expenses:
  Research and development - net                                          18.4        20.9        56.5        53.8
  Selling and administrative                                              14.7        25.6        46.4        65.6
  Special charge                                                            --          --        33.9          --
  Amortization of acquired intangibles                                    11.1        22.7        24.5        37.9
                                                                     ---------   ---------   ---------   ---------
                                                                          44.2        69.2       161.3       157.3
                                                                     ---------   ---------   ---------   ---------
Operating income (loss) from continuing operations                       (24.4)      (12.1)     (122.6)       24.3
Equity loss from investment in Optenia, Inc.                              (0.8)         --        (2.2)         --
Other income (expense)                                                    (0.2)       (1.0)        2.9        (3.3)
Debt issue costs                                                            --          --          --        (0.4)
                                                                     ---------   ---------   ---------   ---------
Income (loss) from continuing operations before income taxes             (25.4)      (13.1)     (121.9)       20.6
Income tax recovery (expense)                                             (0.1)       (3.0)        1.8       (18.4)
                                                                     ---------   ---------   ---------   ---------
Net income (loss) from continuing operations                             (25.5)      (16.1)     (120.1)        2.2
                                                                     ---------   ---------   ---------   ---------
Loss from discontinued operations                                           --          (5.4)       --        (5.8)
                                                                     ---------   ---------   ---------   ---------

Net loss for the period                                              $   (25.5)  $   (21.5)  $  (120.1)  $    (3.6)
                                                                     ==========  ==========  ==========  ==========

Net loss attributable to common shareholders after preferred
share dividends                                                      $   (26.0)  $   (22.0)  $  (121.6)  $    (5.1)
                                                                     ==========  ==========  ==========  ==========

Net income (loss) per common share from continuing :
operations
      Basic                                                          $    (0.21) $    (0.13) $    (0.97) $     0.01
                                                                     ==========  ==========  ==========  ==========
      Diluted                                                        $    (0.21) $    (0.13) $    (0.97) $     0.01
                                                                     ==========  ==========  ==========  ==========

Net loss per common share:
      Basic                                                          $    (0.21) $    (0.18) $    (0.97) $    (0.04)
                                                                     ==========  ==========  ==========  ==========
      Diluted                                                        $    (0.21) $    (0.18) $    (0.97) $    (0.04)
                                                                     ==========  ==========  ==========  ==========

Weighted average number of common shares outstanding
(millions):
      Basic                                                               126.0       124.4       125.4       119.9
                                                                     ==========  ==========  ==========  ==========
      Diluted                                                             128.4       126.0       127.5       120.8
                                                                     ==========  ==========  ==========  ==========
</TABLE>

        (See accompanying notes to the consolidated financial statements)


                                       26
<PAGE>

                           Zarlink Semiconductor Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (in millions of U.S. dollars, CDN GAAP)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                           Dec. 28,     Dec. 29,
                                                                            2001         2000
                                                                           --------     --------
<S>                                                                        <C>          <C>
CASH PROVIDED BY (USED IN)
Operating activities:
  Net loss for the period                                                  $ (120.1)    $   (3.6)
  Amortization of capital and other assets                                     47.4         93.6
  Investment tax credits                                                         --          1.1
  Loss on disposal of capital assets                                            0.3          1.4
  Equity loss from investment                                                   2.2           --
  Future income taxes                                                          (2.2)        (3.4)
  Change in pension liability                                                   0.4          0.4
  Deferred loss on discontinued operations                                       --         (3.0)
  Decrease (increase) in working capital:
      Accounts receivable                                                      25.5         16.1
      Inventories                                                              40.3         (3.8)
      Accounts payable and accrued liabilities                                (17.0)       (15.1)
      Deferred revenue                                                           --         (3.2)
      Other                                                                     0.7          5.8
                                                                           --------     --------
    Total                                                                     (22.5)        86.3
                                                                           --------     --------

Investing activities:
  Change in short-term investments                                            (28.0)        25.0
  Expenditures for capital and other assets                                   (27.3)       (52.8)
  Proceeds from disposal of capital assets                                      0.2          1.0
  Proceeds from repayment of note receivable                                    4.4           --
  Acquisitions                                                                   --          6.4
  Proceeds from sale of prior year discontinued operations, net                 1.3           --
  Increase in long-term investments                                            (2.0)        (4.8)
                                                                           --------     --------
     Total                                                                    (51.4)       (25.2)
                                                                           --------     --------

Financing activities:
  Repayment of long-term debt                                                  (0.9)       (17.1)
  Repayment of capital lease liabilities                                       (4.2)       (16.8)
  Dividends on preferred shares                                                (1.5)        (1.5)
  Issue of common shares, net                                                   3.3          4.6
  Repurchase of common and preferred shares                                    (0.7)        (0.2)
                                                                           --------     --------
     Total                                                                     (4.0)       (31.0)
                                                                           --------     --------

Effect of currency translation on cash                                         (0.3)         0.9
                                                                           --------     --------

Increase (decrease) in cash and cash equivalents                              (78.2)        31.0

Cash and cash equivalents, beginning of period                                179.7        123.8
                                                                           --------     --------

Cash and cash equivalents, end of period                                   $  101.5     $  154.8
                                                                           ========     ========
</TABLE>

        (See accompanying notes to the consolidated financial statements)


                                       27
<PAGE>

                           ZARLINK SEMICONDUCTOR INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        (in millions of U.S. dollars, except per share amounts, CDN GAAP)
                                   (Unaudited)

1. Change in reporting currency

      During the quarter ended December 28, 2001, the Company adopted the United
      States  dollar  as  its  reporting   currency  for   presentation  of  its
      consolidated  financial  statements.   Historical  consolidated  financial
      statements were restated using the translation of convenience method.

      The  Company  made  this  change to  enhance  its  communication  with its
      shareholders,  customers and suppliers  using the currency and  accounting
      rules that are more familiar to these groups.  This  presentation  is also
      more  consistent  with the  presentation  of the financial  results of its
      industry counterparts and competitors.

      There has been no change in the  functional  currencies  used in preparing
      the financial statements.

2. Basis of presentation

      In  the  opinion  of  Management,  the  unaudited  consolidated  financial
      statements  reflect  all  adjustments,  which  consist  only of normal and
      recurring adjustments,  necessary to present fairly the financial position
      at December 28, 2001 and the results of operations  and its cash flows for
      the three and nine month periods ended  December 28, 2001 and December 29,
      2000, in accordance with Canadian GAAP, applied on a consistent basis.

      These  financial  statements  should  be  read  in  conjunction  with  the
      financial  statements and notes thereto  contained in the Company's Annual
      Report on Form 10-K for the year ended March 30, 2001 which were  prepared
      in Canadian  dollars.  The Company's fiscal year-end is the last Friday in
      March.

      Due to the cyclical nature of the business,  the results of operations for
      the periods presented are not necessarily  indicative of the results to be
      expected for the full year.

      All information is presented in U.S. dollars, unless otherwise stated.

3. Change in accounting policy

      Effective  March 31,  2001,  the  beginning  of Fiscal  2002,  the Company
      adopted the new  recommendations of Section 3500 of the Canadian Institute
      of Chartered  Accountants  ("CICA") Handbook  "Earnings Per Share" and has
      applied the  provisions  retroactively  with  restatement  of earnings per
      share for all periods presented. The adoption of these recommendations had
      no impact on the earnings per share in Fiscal 2002.

      The  new   recommendations,   which  are  essentially   aligned  with  the
      requirements of the U.S.  Financial  Accounting  Standards Board Statement
      No. 128 on this  subject,  require the use of the  treasury  stock  method
      instead of the imputed  earnings method for calculating  diluted  earnings
      per share.

4. Acquired intangible assets

      During the first quarter of Fiscal 2002, the Company  determined  that the
      balance of the acquired  intangibles  associated  with the customer  base,
      work force and goodwill amounting to $4.7 was


                                       28
<PAGE>

      impaired due to the workforce  reduction  program.  Further,  in the third
      quarter ended December 28, 2001,  the balance of the acquired  intangibles
      related to developed  technology amounting to $7.8 was written down to nil
      after further  determination that the asset was impaired.  The total write
      downs of $12.5 was  included  with the  regular  amortization  of acquired
      intangibles on the income  statement in the nine months ended December 28,
      2001. In addition,  fully amortized  acquired  intangible assets of $175.5
      were removed from the accounts of the Company at December 28, 2001.

5. Special charge

      On May 10, 2001, the Company's Board of Directors approved a restructuring
      program to reduce the Company's manufacturing costs and operating expenses
      in  response  to  adverse  market  conditions.  Accordingly,  the  Company
      recorded a pre-tax  special charge of $34.6 related to that program in the
      quarter  ended June 29,  2001.  The special  charge  comprised a workforce
      reduction charge of approximately  $26.7 primarily relating to the cost of
      severance and benefits for the termination of approximately  439 employees
      throughout  the world in Fiscal  2002.  In  addition,  the special  charge
      included the cost of lease and contract settlements of approximately $7.9.
      As at  December  28,  2001,  the  balance of the  restructuring  provision
      included in accounts  payable  and accrued  liabilities  amounted to $12.0
      (March 30, 2001 - $6.7).

6. Comparative figures

      Certain of the Fiscal 2001 comparative  figures have been  reclassified to
      conform to the presentation adopted in Fiscal 2002.


                                       29