Zarlink Third Quarter Fiscal 2010 Revenue Exceeds Guidance
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Zarlink Third Quarter Fiscal 2010 Revenue Exceeds Guidance

OTTAWA, CANADA -- (MARKET WIRE) -- Jan 28, 2010 -- (TSX: ZL)

- Q3 revenue of $54.4 million exceeds guidance, margins improve to 52% of revenue and cash increases by 11% to $61.9 million

- Company guides for Q4 revenue growth driven by increasing customer demand for network timing and line circuit products

Zarlink Semiconductor (TSX: ZL) today issued third quarter Fiscal 2010 results for the three-month period ended December 25, 2009. All figures are is U.S. dollars unless otherwise noted.

Third quarter financial highlights include:

- Revenue of $54.4 million, exceeding the Company's guidance range of $52 million to $54 million;

- Gross margin of 52% of revenue, up from 50% of revenue in the previous quarter;

- Generated $6.2 million of cash, ending Q3 with cash and short-term investments totaling $61.9 million

"Revenue for the quarter exceeded guidance, gross margin improved significantly, and the business continues to generate solid operating cash flow," said Kirk Mandy, President and CEO, Zarlink Semiconductor. "Fourth quarter guidance highlights signs of recovery across core areas of our business. Most notably, there is growing demand for our timing products as carriers evolve their wireless networks to more efficiently support higher-bandwidth smartphone services, as well as increasing customer design activity for our line circuit products. This communications market strength, coupled with the long-term opportunity for our medical products as the new devices integrate wireless technology to support advanced applications and therapies, provides a solid foundation for further growth and increased profitability in the coming quarters."

Third Quarter Financial Results

Third quarter revenue was $54.4 million, compared with second quarter revenue of $53.6 million and $53.7 million in Q3 Fiscal 2009. Gross margin in Q3 Fiscal 2010 increased to 52% of revenue, which included $0.6 million in supply chain harmonization costs. In comparison, gross margin in Q2 Fiscal 2010 was 50% of revenue, which included $0.9 million in supply chain harmonization costs. Gross margin in Q3 Fiscal 2009 was 49%, which included integration costs of $0.5 million.

R&D expenses in Q3 Fiscal 2010 were $10.9 million, or 20% of revenue, compared with Q2 Fiscal 2010 R&D expenses of $10.6 million, or 20% of revenue. S&A expenses in Q3 Fiscal 2010 were $11.2 million, or 21% of revenue, compared with Q2 Fiscal 2010 S&A expenses of $10.1 million, or 19% of revenue. Increased S&A expenses in the quarter reflect a weakening U.S. dollar, as many of the Company's S&A expenses are incurred in other currencies, and restructuring costs related to management team changes announced in the quarter.

Third quarter Fiscal 2010 operating income was $4.5 million, compared with Q2 Fiscal 2010 operating income of $5.2 million and a Q3 Fiscal 2009 operating loss of $1.0 million. Net income in Q3 Fiscal 2010 was $0.6 million or break-even per share, which included a non-cash foreign exchange loss of $2.7 million related primarily to Zarlink's Canadian dollar denominated debenture. Excluding the impact of foreign exchange, earnings per share were inline with Q3 guidance of $0.01 to $0.03 per share. In Q2 Fiscal 2010 Zarlink recorded net income of $0.7 million, or break-even per share, which included a non-cash foreign exchange loss of $3 million. In Q3 Fiscal 2009 Zarlink recorded net income of $12.1 million, or $0.09 per basic share and $0.08 per diluted share, which included a non-cash foreign exchange gain of $10.3 million.

As a supplement to Zarlink's consolidated financial statements presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Company provides additional non-GAAP measures for operating income, net income (loss), and basis and diluted net income (loss) per share. For full reconciliation of GAAP to non-GAAP measures, refer to the schedule included with this press release.

Non-GAAP operating income for Q3 Fiscal 2010 was $7.3 million, compared with Q2 Fiscal 2010 non-GAAP operating income of $7.4 million and Q3 Fiscal 2009 non-GAAP operating income of $6.4 million. Non-GAAP net income in Q3 Fiscal 2010 was $6.1 million, or $0.05 per basic share and $0.04 per diluted share. For Q2 Fiscal 2010 non-GAAP net income was $6.3 million, or $0.05 per basic share and $0.04 per diluted share. For Q3 Fiscal 2009 non-GAAP net income was $5.6 million, or $0.04 per basic and diluted share.

Cash and short-term investments increased by $6.2 million to $61.9 million at the end of Q3 Fiscal 2010, compared with $55.7 million at the end of the Q2 Fiscal 2010 and $45.5 million at the end of Q3 Fiscal 2009.

On January 28, 2010 Zarlink declared a quarterly dividend of CDN$0.50 per share on its preferred shares (TSX: ZL.PR.A) payable on March 31, 2010 to preferred shareholders of record as of March 5, 2010. Dividends paid by Zarlink to Canadian residents are eligible dividends for Canadian income tax purposes.

Business Summary

Third quarter revenue from Zarlink's Communication Products Group was $33.8 million, compared with $34.2 million in Q2 Fiscal 2010 and $33.7 million in Q3 Fiscal 2009. Revenue in the quarter was impacted by expected seasonality for communications products for the residential gateway market, but the Company is seeing increasing customer design activity for its line circuit and network timing products.

In the quarter, Zarlink added new design wins for timing products required by carriers as they transform their wireless networks to more efficiently and cost-effectively support high-bandwidth smartphone applications. Zarlink is also expanding the market opportunity for its timing products, with leading processor vendors incorporating the Company's Timing over Packet software to provide a complete synchronization solution for femtocells. Carriers are deploying femtocells, which are small basestations for residential and enterprise environments, to extend wireless coverage and improve voice and data services. To date, more than one million network ports are synchronized by the Company's packet network timing products.

For the Company's Medical Products Group, Q3 Fiscal 2010 revenue was $7.9 million, compared with Q2 Fiscal 2010 revenue of $7.8 million and Q3 Fiscal 2009 revenue of $8.2 million. Short-term revenue for Zarlink's Medical products was impacted by general market softness for end-customers as hospitals slowed spending for heart rhythm devices, as well as extended FDA qualification approvals for a customer-specific platform. The long-term opportunity for Zarlink's medical telemetry products remains strong as equipment manufacturers integrate wireless technologies into advanced devices.

In the quarter, Zarlink announced an expanded relationship with Given Imaging. Zarlink's custom RF (radio frequency) radio chip is now in use in Given Imaging's new PillCam COLON 2 camera capsule for wireless examination of the colon. Zarlink's RF technology is also used in Given Imaging's camera capsules for visualizing the small bowel. In addition, Zarlink announced that the Self-Energizing Implantable Medical Microsystem (SIMM) microgenerator, which converts energy from the heartbeat into power for implanted medical devices, was named winner of the Emerging Technology Award at the Institution of Engineering and Technology's (IET) Innovation Awards.

Optical Products revenue in Q3 Fiscal 2010 was $4.5 million, compared with revenue of $3.8 million in Q2 Fiscal 2010, as the product group saw some recovery in its module and IC businesses. In Q3 Fiscal 2009 Optical Products revenue was $5.4 million. Custom and Other revenue in Q3 Fiscal 2010 was $8.2 million, compared with $7.8 million in Q2 Fiscal 2010 and $6.4 million in Q3 Fiscal 2009.

Fourth Quarter Fiscal 2010 Guidance

The opening backlog at the start of Q4 Fiscal 2010 was approximately $56 million, compared with an opening backlog of $45 million at the start of Q3 Fiscal 2010.

For Q4 Fiscal 2010, Zarlink is forecasting:

- Revenue between $56 million and $58 million;

- Gross margins between 52% and 53%, excluding supply chain harmonization costs of approximately $0.7 million;

- Operating expenses between $22 million and $23 million, excluding amortization of intangibles;

- Excluding any potential impact of foreign exchange gains/losses related to the Company's Canadian dollar denominated debenture, Zarlink expects Q4 earnings of $0.02 to $0.04 per share.

Analyst Conference Call

An open conference call for analysts will be held on January 28, 2010 beginning at 5:00 p.m. EST. Access the call by dialing 1-800-814-4860. Investors, media and other parties are listen-only. For a replay, call 1-877-289-8525, Access Code 4201481# or 416-640-1917, Access Code 4201481#. The replay is available until midnight on February 11th, 2010. A live audio webcast will be available through http://www.marketwire.com/ (Marketwire) or from the Company's website at www.zarlink.com/

About Zarlink Semiconductor

For over 30 years, Zarlink Semiconductor has delivered semiconductor solutions that drive the capabilities of voice, enterprise, broadband and wireless communications. The Company's success is built on its technology strengths including voice and data networks, optoelectronics and ultra low-power communications. For more information, visit www.zarlink.com.

Shareholders and other individuals wishing to receive, free of charge, copies of the reports filed with the U.S. Securities and Exchange Commission and Canadian Securities Regulatory Authorities, should visit the Company's web site at www.zarlink.com or contact Investor Relations.

Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company 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, among others, the following: our dependence on the successful development and market introduction of new products; our ability to integrate any business, technologies, product lines or services that we have or will acquire; our dependence on revenue generation from our legacy products in order to fund development of our new products; current market conditions, including the lack of liquidity in the markets and economic slowdown, may increase our operating costs or reduce our revenue, thereby negatively impacting our operating results; our ability to operate profitably and generate positive cash flows in the future; the impact of the current economic crisis on our suppliers and customers and our ability to transfer parts to other suppliers; our dependence on our foundry suppliers and third-party subcontractors; order cancellations and deferrals by our customers; our substantial indebtedness could adversely affect our financial position; the cost and accounting implications of compliance with new accounting standards; and other factors referenced in our Annual Report on Form 20-F. Investors are encouraged to consider the risks detailed in this filing.

Zarlink and the Zarlink Semiconductor logo are trademarks of Zarlink Semiconductor Inc.


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

                                                        Three Months Ended
                                      ------------------------------------
                                           Dec. 25,   Sept. 25,    Dec. 26,
                                              2009        2009        2008
                                      ------------------------------------
Revenue                                   $ 54,425    $ 53,596    $ 53,726
Cost of revenue                             26,074      26,665      27,215
                                      ------------------------------------
Gross margin                                28,351      26,931      26,511
                                      ------------------------------------
                                                                          
Expenses:                                                                 
  Research and development                  10,930      10,601      10,402
  Selling and administrative                11,219      10,124      10,877
  Amortization of intangible assets          1,803       1,803       1,846
  Contract impairment (recovery)               (94)          -         142
  Impairment (recovery) of current                                        
   asset                                         -        (768)      3,000
  Impairment of asset held for sale              -           -       1,200
  Gain on sale of assets                         -           -           -
                                      ------------------------------------
                                            23,858      21,760      27,467
                                      ------------------------------------
Operating income (loss)                      4,493       5,171        (956)
                                                                          
Gain (loss) on repurchase of                                              
 convertible debentures                          -        (316)      3,593
Interest income                                 69          43         392
Interest expense                              (985)       (973)       (978)
Amortization of debt issue costs              (161)       (160)       (161)
Foreign exchange gain (loss)                (2,719)     (2,999)     10,302
                                      ------------------------------------
Net income before income taxes                 697         766      12,192
Income tax recovery (expense)                  (66)        (46)        (92)
                                                                          
                                      ------------------------------------
Net income                               $     631   $     720    $ 12,100
                                      ------------------------------------
                                                                          
Net income (loss) attributable to                                         
 common   shareholders                   $     112   $     135    $ 11,642
                                      ------------------------------------
                                      ------------------------------------
                                                                          
Net income (loss) per common share:                                       
Basic                                    $    0.00   $    0.00    $   0.09
                                      ------------------------------------
                                      ------------------------------------
Diluted                                  $    0.00   $    0.00    $   0.08
                                      ------------------------------------
                                      ------------------------------------
                                                                          
Weighted average number of common                                         
 shares outstanding (thousands):                                          
Basic                                      122,293     122,426     123,942
Diluted                                    123,652     123,510     154,297
                                                                          
Percentage of revenue:                                                    
  Gross margin                                  52%         50%         49%
  Research and development                      20%         20%         19%
  Selling and administrative                    21%         19%         20%


                                                         Nine Months Ended
                                             -----------------------------
                                                     Dec. 25,      Dec. 26,
                                                        2009          2008
                                             -----------------------------
Revenue                                            $ 161,629     $ 176,064
Cost of revenue                                       79,484        91,386
                                             -----------------------------
Gross margin                                          82,145        84,678
                                             -----------------------------
                                                                          
Expenses:                                                                 
  Research and development                            31,067        33,560
  Selling and administrative                          31,636        36,960
  Amortization of intangible assets                    5,431         5,538
  Contract impairment (recovery)                         715           142
  Impairment (recovery) of current                                        
   asset                                                (768)        3,000
  Impairment of asset held for sale                        -         1,200
  Gain on sale of assets                                   -          (936)
                                             -----------------------------
                                                      68,081        79,464
                                             -----------------------------
Operating income (loss)                               14,064         5,214
                                                                          
Gain (loss) on repurchase of                                              
 convertible debentures                                 (316)        3,593
Interest income                                          157         1,108
Interest expense                                      (2,861)       (3,293)
Amortization of debt issue costs                        (481)         (529)
Foreign exchange gain (loss)                          (9,598)       11,920
                                             -----------------------------
Net income before income taxes                           965        18,013
Income tax recovery (expense)                           (130)        2,419
                                                                          
                                             -----------------------------
Net income                                         $     835     $  20,432
                                             -----------------------------
                                                                          
Net income (loss) attributable to                                         
 common   shareholders                             $    (758)    $  18,587
                                             -----------------------------
                                             -----------------------------
                                                                          
Net income (loss) per common share:                                       
Basic                                              $   (0.01)    $    0.15
                                             -----------------------------
                                             -----------------------------
Diluted                                            $   (0.01)    $    0.13
                                             -----------------------------
                                             -----------------------------
                                                                          
Weighted average number of common                                         
 shares outstanding (thousands):                                          
Basic                                                122,381       125,589
Diluted                                              122,381       157,136
                                                                          
Percentage of revenue:                                                    
  Gross margin                                            51%           48%
  Research and development                                19%           19%
  Selling and administrative                              20%           21%



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

                                                        Three Months Ended
                                      ------------------------------------
                                           Dec. 25,   Sept. 25,    Dec. 26,
                                              2009        2009        2008
                                      ------------------------------------
CASH PROVIDED BY (USED IN)                                                
--------------------------------------                                    
Operating activities:                                                     
  Net income                              $    631    $    720    $ 12,100
  Depreciation of fixed assets                 939         949       1,205
  Amortization of other assets               1,964       1,963       2,007
  Stock compensation expense                   475         325         575
  Other non-cash changes in operating                                     
   activities                                2,802       2,665      (9,153)
  Deferred income taxes                        162         (71)      1,248
  Decrease (increase) in working                                          
   capital:                                                               
    Trade accounts and other                                              
     receivables                            (6,615)      2,692       8,836
    Inventories                              3,809        (878)       (383)
    Prepaid expenses and other                 951        (247)      2,175
    Payables and other accrued                                            
     liabilities                             1,671        (796)    (11,492)
    Deferred revenue                         1,770       1,898      (1,084)
                                      ------------------------------------
Total                                        8,559       9,220       6,034
                                      ------------------------------------
                                                                          
Investing activities:                                                     
  Expenditures for fixed assets               (998)       (411)       (806)
  Proceeds from disposal of fixed                                         
   assets                                        -           -           -
                                      ------------------------------------
Total                                         (998)       (411)       (806)
                                      ------------------------------------
                                                                          
Financing activities:                                                     
  Repurchase of convertible debentures           -         (13)     (2,594)
  Payment of dividends on preferred                                       
   shares                                     (474)       (466)       (437)
  Repurchase of preferred shares              (144)       (433)       (290)
  Repurchase of common shares                 (642)          -        (887)
                                      ------------------------------------
Total                                       (1,260)       (912)     (4,208)
                                      ------------------------------------
Effect of currency translation on cash        (102)        672      (1,613)
                                      ------------------------------------
                                                                          
Increase (decrease) in cash and cash                                      
 equivalents                                 6,199       8,569        (593)
                                                                          
Cash and cash equivalents, beginning                                      
 of period                                  55,706      47,137      45,872
                                      ------------------------------------
                                                                          
Cash and cash equivalents, end of                                         
 period                                   $ 61,905    $ 55,706    $ 45,279
                                      ------------------------------------
                                      ------------------------------------

                                                         Nine Months Ended
                                                  ------------------------
                                                       Dec. 25,    Dec. 26,
                                                          2009        2008
                                                  ------------------------
CASH PROVIDED BY (USED IN)                                                
--------------------------------------                                    
Operating activities:                                                     
  Net income                                          $    835    $ 20,432
  Depreciation of fixed assets                           2,864       3,588
  Amortization of other assets                           5,912       6,067
  Stock compensation expense                             1,163       1,575
  Other non-cash changes in operating                                     
   activities                                            9,857     (10,789)
  Deferred income taxes                                    245       2,181
  Decrease (increase) in working                                          
   capital:                                                               
    Trade accounts and other                                              
     receivables                                        (5,536)      3,091
    Inventories                                          1,286         685
    Prepaid expenses and other                             634       3,744
    Payables and other accrued                                            
     liabilities                                          (208)    (16,270)
    Deferred revenue                                     3,685         857
                                                  ------------------------
Total                                                   20,737      15,161
                                                  ------------------------
                                                                          
Investing activities:                                                     
  Expenditures for fixed assets                         (1,984)     (3,070)
  Proceeds from disposal of fixed                                         
   assets                                                    -         984
                                                  ------------------------
Total                                                   (1,984)     (2,086)
                                                  ------------------------
                                                                          
Financing activities:                                                     
  Repurchase of convertible debentures                     (13)     (2,594)
  Payment of dividends on preferred                                       
   shares                                               (1,417)     (1,522)
  Repurchase of preferred shares                          (849)     (1,180)
  Repurchase of common shares                             (642)     (2,707)
                                                  ------------------------
Total                                                   (2,921)     (8,003)
                                                  ------------------------
Effect of currency translation on cash                   1,067      (2,154)
                                                  ------------------------
                                                                          
Increase (decrease) in cash and cash                                      
 equivalents                                            16,899       2,918
                                                                          
Cash and cash equivalents, beginning                                      
 of period                                              45,006      42,361
                                                  ------------------------
                                                                          
Cash and cash equivalents, end of                                         
 period                                               $ 61,905    $ 45,279
                                                  ------------------------
                                                  ------------------------



Zarlink Semiconductor Inc.
CONSOLIDATED BALANCE SHEETS DATA
(in thousands of U.S. dollars, U.S. GAAP)
(Unaudited)

                                 Dec. 25,        Sept. 25,        March 27,
                                    2009             2009             2009
                        ---------------- ---------------- ----------------
ASSETS                                                                    
                                                                          
Current assets:                                                           
  Cash and cash                                                           
   equivalents                 $  61,905        $  55,706        $  45,006
  Restricted cash and                                                     
   cash equivalents               14,704           15,455           13,145
  Trade accounts                                                          
   receivable - net               30,352           23,209           24,556
  Other accounts                                                          
   receivable - net                3,987            4,568            4,300
  Inventories - net               26,535           30,344           27,821
  Prepaid expenses and                                                    
   other                           2,048            2,998            2,681
  Current assets held                                                     
   for sale                        1,935            1,935            1,935
                        ---------------- ---------------- ----------------
                                 141,466          134,215          119,444
Fixed assets - net                11,528           11,803           12,530
Deferred income tax                                                       
 assets - net                      5,561            5,723            5,800
Intangible assets - net           43,674           45,477           49,106
Other assets                       2,081            2,283            2,655
                        ---------------- ---------------- ----------------
                               $ 204,310        $ 199,501        $ 189,535
                        ---------------- ---------------- ----------------
                        ---------------- ---------------- ----------------
                                                                          
LIABILITIES AND                                                           
 SHAREHOLDERS' EQUITY                                                     
                                                                          
Current liabilities:                                                      
  Trade accounts payable       $  11,885        $  12,513        $  12,018
  Employee-related                                                        
   payables                       10,269            8,918            9,478
  Income and other taxes                                                  
   payable                           746              657              482
  Current portion of                                                      
   provisions for exit                                                    
   activities                      1,574            1,826            3,645
  Other accrued                                                           
   liabilities                     8,332            6,972            6,454
  Deferred revenue                 4,546            2,776              861
  Deferred income tax                                                     
   liabilities - current                                                  
   portion                            31               31               28
                        ---------------- ---------------- ----------------
                                  37,383           33,693           32,966
                                                                          
Long-term debt -                                                          
 convertible debentures           67,567           64,923           57,203
Long-term portion of                                                      
 provisions for exit                                                      
 activities                          323              558              200
Pension liabilities               16,208           17,075           14,690
Deferred income tax                                                       
 liabilities - long-term                                                  
 portion                              31               31               28
Long-term accrued income                                                  
 taxes                             2,192            2,350            2,408
Other long-term                                                           
 liabilities                         545              833              830
                        ---------------- ---------------- ----------------
                                 124,249          119,463          108,325
                        ---------------- ---------------- ----------------
                                                                          
Redeemable preferred                                                      
 shares, unlimited                                                        
 shares authorized;                                                       
 1,006,600 shares issued                                                  
 and outstanding as at                                                    
 December 25, 2009                12,884           12,984           13,558
                        ---------------- ---------------- ----------------
                                                                          
Shareholders' equity:                                                     
Common shares, unlimited                                                  
 shares authorized; no                                                    
 par value; 121,683,182                                                   
 shares issued and                                                        
 outstanding as at                                                        
 December 25, 2009               734,337          738,818          738,818
Additional paid-in                                                        
 capital                          38,795           34,526           33,969
Deficit                         (670,454)        (670,611)        (669,872)
Accumulated other                                                         
 comprehensive loss              (35,501)         (35,679)         (35,263)
                        ---------------- ---------------- ----------------
                                  67,177           67,054           67,652
                        ---------------- ---------------- ----------------
                               $ 204,310        $ 199,501        $ 189,535
                        ---------------- ---------------- ----------------
                        ---------------- ---------------- ----------------



Zarlink Semiconductor Inc.
SUPPLEMENTARY SCHEDULES
(in thousands of U.S. dollars, U.S. GAAP)
(Unaudited) Geographic Information:

Revenue, based on the geographic location of Zarlink's customers, was
distributed as follows: 

               Three               Three               Three          
              Months              Months              Months          
               Ended               Ended               Ended      
             Dec. 25,    % of   Sept. 25,    % of    Dec. 26,    % of 
                2009    Total       2009    Total       2008    Total 
          ---------- -------- ---------- -------- ---------- -------- 
                                                                      
Asia -                                                              
 Pacific    $ 26,487       49%  $ 29,143       54%  $ 26,925       50%
Europe        16,617       31     13,379       25     14,482       27 
Americas      11,321       20     11,074       21     12,319       23 
          ---------- -------- ---------- -------- ---------- -------- 
           $                   $                                      
              54,425      100%    53,596      100%  $ 53,726      100%
          ---------- -------- ---------- -------- ---------- -------- 
          ---------- -------- ---------- -------- ---------- -------- 


                                    Nine                Nine          
                                  Months              Months          
                                   Ended               Ended     
                                 Dec. 25,    % of    Dec. 26,    % of 
                                    2009    Total       2008    Total 
                              ---------- -------- ---------- -------- 
                                                                      
Asia - Pacific                                                      
                                $ 84,059       52% $ 89,225       51%
Europe                            44,302       27     46,617       26 
Americas                          33,268       21     40,222       23 
                              ---------- -------- ---------- -------- 
                                $161,629      100%  $176,064      100%
                              ---------- -------- ---------- -------- 
                              ---------- -------- ---------- -------- 



Product Group Information:

Revenue, based on product group, was distributed as follows: 

                   Three                Three                Three         
                  Months               Months               Months         
                   Ended                Ended                Ended     
                 Dec. 25,    % of    Sept. 25,    % of     Dec. 26,   % of 
                    2009    Total        2009    Total        2008   Total 
             ----------- -------- ----------- -------- ----------- ------- 
                                                                           
Communication                                                              
 Products       $ 33,818       62%   $ 34,196       64%   $ 33,682      63%
Medical                                                                    
 Products          7,937       15       7,799       15       8,217      15 
Optical                                                                    
 Products          4,463        8       3,830        7       5,443      10 
Custom &                                                                   
 Other             8,207       15       7,771       14       6,384      12 
             ----------- -------- ----------- -------- ----------- ------- 
                                                                         
                $ 54,425      100%   $ 53,596      100%   $ 53,726     100%
             ----------- -------- ----------- -------- ----------- ------- 
             ----------- -------- ----------- -------- ----------- ------- 


                                  Nine Months          Nine Months         
                                        Ended                Ended     
                                      Dec. 25,    % of     Dec. 26,   % of 
                                         2009    Total        2008   Total 
                                  ----------- -------- ----------- ------- 
                                                                           
Communication Products              $ 100,662       62%  $ 112,464      64%
Medical Products                       24,720       15      25,195      14 
Optical Products                       12,246        8      18,491      11 
Custom & Other                         24,001       15      19,914      11 
                                  ----------- -------- ----------- ------- 
                                    $ 161,629      100%  $ 176,064     100%
                                  ----------- -------- ----------- ------- 
                                  ----------- -------- ----------- ------- 

Non-GAAP Measures

As a supplement to Zarlink's consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company provides additional non-GAAP measures for operating income, net income (loss), and basic and diluted net income (loss) per share.

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis. Management uses these measures internally to evaluate the Company's in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company's core operating results. These non-GAAP financial measures should assist investors in understanding how management views our core results of operations on an on-going basis, as well as enhance comparisons of our core results of operations with historical periods. In addition, the measures are used for planning and forecasting of the Company's future periods. Investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures do not reflect all costs associated with our operations as determined in accordance with GAAP. Other companies may exclude or include different items in a particular non-GAAP financial measure, or provide different non-GAAP financial measures to those provided by Zarlink. Therefore, our non-GAAP financial measures are unlikely to be comparable to those presented by other companies.

Reconciliations of historical presentations of non-GAAP measures to their most directly comparable GAAP financial measures are provided in the following table. The Company is unable to reconcile these non-GAAP measures on a forward-looking basis primarily because it is impractical to project certain events, such as the impact of foreign exchange gains/losses.


Zarlink Semiconductor Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
(Unaudited)

                                                        Three Months Ended
                                            ------------------------------
                                               Dec. 25, Sept. 25,  Dec. 26,
                                                  2009      2009      2008
                                            ------------------------------
                                                                          
GAAP net income                                $   631   $   720  $ 12,100
  Amortization of intangible assets              1,803     1,803     1,846
  Contract impairment (recovery)                   (94)        -       142
  Foreign exchange loss (gain)                   2,719     2,999   (10,302)
  Restructuring and supply chain                                          
   harmonization                                   592       889       604
  Impairment of asset held for sale                  -         -     1,200
  Impairment (recovery) of current asset             -      (768)    3,000
  Stock compensation expense                       475       325       575
  Gain on sale of assets                             -         -         -
  Loss (gain) on repurchase of convertible                                
   debentures                                        -       316    (3,593)
                                            ------------------------------
Non-GAAP net income                            $ 6,126   $ 6,284  $  5,572
                                                                          
GAAP operating income (loss)                   $ 4,493   $ 5,171  $   (956)
  Amortization of intangible assets              1,803     1,803     1,846
  Contract impairment (recovery)                   (94)        -       142
  Restructuring and supply chain                                          
   harmonization                                   592       889       604
  Impairment of asset held for sale                  -         -     1,200
  Impairment (recovery) of current asset             -      (768)    3,000
  Stock compensation expense                       475       325       575
  Gain on sale of assets                             -         -         -
                                            ------------------------------
Non-GAAP operating income                      $ 7,269   $ 7,420  $  6,411
                                                                          
GAAP net income (loss) per common share -                              
 basic                                         $  0.00   $  0.00  $   0.09
  Amortization of intangible assets               0.01      0.01      0.01
  Contract impairment (recovery)                 (0.00)        -      0.00
  Foreign exchange loss (gain)                    0.02      0.02     (0.08)
  Restructuring and supply chain                                          
   harmonization                                  0.00      0.01      0.00
  Impairment of asset held for sale                  -         -      0.01
  Impairment (recovery) of current asset             -     (0.01)     0.02
  Stock compensation expense                      0.00      0.00      0.00
  Gain on sale of assets                             -         -         -
  Loss (gain) on repurchase of convertible                                
   debentures                                        -      0.00     (0.03)
                                            ------------------------------
Non-GAAP net income per common share -                                   
 basic(i)                                      $  0.05   $  0.05   $  0.04
                                                                          
GAAP net income (loss) per common share -                                 
 diluted                                       $  0.00   $  0.00   $  0.08
  Amortization of intangible assets               0.01      0.01      0.01
  Contract impairment (recovery)                 (0.00)        -      0.00
  Foreign exchange loss (gain)                    0.02      0.02     (0.07)
  Restructuring and supply chain                                          
   harmonization                                  0.00      0.01      0.00
  Impairment of asset held for sale                  -         -      0.01
  Impairment (recovery) of current asset             -     (0.01)     0.02
  Stock compensation expense                      0.00      0.00      0.00
  Gain on sale of assets                             -         -         -
  Loss (gain) on repurchase of convertible                                
   debentures                                        -      0.00     (0.02)
  Effect of dilutive potential common shares      0.00      0.00         -
                                            ------------------------------
Non-GAAP net income per common share -                                    
 diluted(i)                                    $  0.04   $  0.04   $  0.04
                                                                          
Shares used to calculate non-GAAP net income                              
 per common share - basic                      122,293   122,426   123,942
Shares used to calculate non-GAAP net income                              
 per common share - diluted                    152,576   152,436   154,297


                                                         Nine Months Ended
                                                      --------------------
                                                         Dec. 25,  Dec. 26,
                                                            2009      2008
                                                      --------------------
                                                                          
GAAP net income                                                          
                                                        $    835  $ 20,432
  Amortization of intangible assets                        5,431     5,538
  Contract impairment (recovery)                             715       142
  Foreign exchange loss (gain)                             9,598   (11,920)
  Restructuring and supply chain                                          
   harmonization                                           2,573     3,884
  Impairment of asset held for sale                            -     1,200
  Impairment (recovery) of current asset                    (768)    3,000
  Stock compensation expense                               1,163     1,575
  Gain on sale of assets                                       -      (936)
  Loss (gain) on repurchase of convertible                                
   debentures                                                316    (3,593)
                                                      --------------------
Non-GAAP net income                                     $ 19,863  $ 19,322
                                                                          
GAAP operating income (loss)                                             
                                                        $ 14,064  $  5,214
  Amortization of intangible assets                        5,431     5,538
  Contract impairment (recovery)                             715       142
  Restructuring and supply chain                                          
   harmonization                                           2,573     3,884
  Impairment of asset held for sale                            -     1,200
  Impairment (recovery) of current asset                    (768)    3,000
  Stock compensation expense                               1,163     1,575
  Gain on sale of assets                                       -      (936)
                                                      --------------------
Non-GAAP operating income                               $ 23,178  $ 19,617
                                                                          
GAAP net income (loss) per common share -                              
 basic                                                  $  (0.01) $   0.15
  Amortization of intangible assets                         0.04      0.04
  Contract impairment (recovery)                            0.01      0.00
  Foreign exchange loss (gain)                              0.08    (0.10)
  Restructuring and supply chain                                          
   harmonization                                            0.02      0.03
  Impairment of asset held for sale                            -      0.01
  Impairment (recovery) of current asset                   (0.01)     0.02
  Stock compensation expense                                0.01      0.01
  Gain on sale of assets                                       -     (0.01)
  Loss (gain) on repurchase of convertible                                
   debentures                                               0.00     (0.03)
                                                      --------------------
Non-GAAP net income per common share -                                   
 basic(i)                                               $   0.15  $   0.14
                                                                          
GAAP net income (loss) per common share -                                
 diluted                                                $  (0.01) $   0.13
  Amortization of intangible assets                         0.04      0.04
  Contract impairment (recovery)                            0.00      0.00
  Foreign exchange loss (gain)                              0.06     (0.08)
  Restructuring and supply chain                                          
   harmonization                                            0.02      0.02
  Impairment of asset held for sale                            -      0.01
  Impairment (recovery) of current asset                   (0.01)     0.02
  Stock compensation expense                                0.01      0.01
  Gain on sale of assets                                       -     (0.01)
  Loss (gain) on repurchase of convertible                                
   debentures                                               0.00     (0.02)
  Effect of dilutive potential common shares                0.02         -
                                                      --------------------
Non-GAAP net income per common share -                                   
 diluted(i)                                              $  0.13  $   0.13
                                                                          
Shares used to calculate non-GAAP net income                              
 per common share - basic                                122,381   125,589
Shares used to calculate non-GAAP net income                             
 per common share - diluted                              152,321   157,136

(i) Amounts may not add due to rounding.

Contacts:
Zarlink Semiconductor Inc.
Ed Goffin
Media Relations and Investor Relations
613 270-7112

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