Independent Auditor's Report

To the shareholders of TDC A/S

We have audited the Annual Report of TDC A/S for the financial year 1 January to 31 December 2010 which comprises the Consolidated Financial Statements, the Parent Company Financial Statements ("the Financial Statements") and Management's Review. The Financial Statements comprise statements of income, statements of comprehensive income, balance sheets, statements of cash flow, statements of changes in equity and notes for both the Group and the Parent Company. The Financial Statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional Danish disclosure requirements for listed companies. Management's Review is also prepared in accordance with Danish disclosure requirements for listed companies.

Management's Responsibility

Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with the above-mentioned legislation and disclosure requirements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the Financial Statements that are free from material misstatement, whether due to fraud or error. The responsibility also includes selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. Furthermore, Management is responsible for preparing a Management's Review that provides a fair review in accordance with Danish disclosure requirements for listed companies.

Auditor's Responsibility and Basis of Opinion

Our responsibility is to express an opinion on the Annual Report based on our audit. We conducted our audit in accordance with International and Danish Auditing Standards. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the Annual Report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Annual Report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Annual Report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the Financial Statements and to the preparation of a Management's Review that provides a fair review in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the Annual Report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Our audit has not resulted in any qualification.

Opinion

In our opinion, the Financial Statements provide a true and fair view of the financial position at 31 December 2010 of the Group and the Parent Company and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 2010 in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional Danish disclosure requirements for listed companies. Further, in our opinion Management's Review provides a fair review in accordance with Danish disclosure requirements for listed companies.

Copenhagen, 3 February 2011

PricewaterhouseCoopers

Statsautoriseret Revisionsaktieselskab

Lars Holtug

State Authorized Public Accountant

Jesper Hansen

State Authorized Public Accountant

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