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SECURITIES
  AND EXCHANGE COMMISSIONWashington,
  DC 20549



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FORM
  20-F


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Annual
  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  for the fiscal year ended December 31, 2004

Commission File Number: 001-12998

TDC
  A/S(Exact
  Name of Registrant as Specified in its Charter)

DENMARK(Jurisdiction
  of Incorporation)

Nørregade
  21
       DK-0900
  Copenhagen C, Denmark
  (Address of Principal Executive Offices)

Securities
  registered or to be registered pursuant to Section 12(b) of the Act:

|Title
      of Each Class                   | Name
        of Each Exchange on Which Registered
|------------------------------------------- | -------------------------------------------------
|American
      Depositary Shares, each      | New York
      Stock Exchange                    
|representing
      one half of one Ordinary |                                                  
|Share, 5
      DKK par value                |                                                  

Securities registered or to be registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

The number of outstanding shares of each of the issuers classes of capital or common stock as of December 31, 2004 was:

216,459,540 Ordinary Shares, 5 DKK par value each

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.

YesXNo____

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 X       Item 18 ____

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TABLE OF CONTENTS

|                                                                |                                                                                    | Page | 
|--------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ---- | 
|                                                                |                                                                                    |      | 
|Introduction                                                    | 1                                                                                  |     
|Cautionary
      Statement Regarding Forward-Looking Statements | 1                                                                                  |     
|Item
      1.                                                   | Identity
      of Directors, Senior Management and Advisers                        | 3    | 
|Item
      2.                                                   | Offer
      Statistics and Expected Timetable                                      | 3    | 
|Item
      3.                                                   | Key
      Information                                                              | 3    | 
|Item
      4.                                                   | Information
      on the Company                                                   | 12   | 
|Item
      5.                                                   | Operating
      and Financial Review and Prospects                                 | 23   | 
|Item
      6.                                                   | Directors,
      Senior Management and Employees                                   | 55   | 
|Item
      7.                                                   | Major
      Shareholders and Related Party Transactions                            | 60   | 
|Item
      8.                                                   | Financial
      Information                                                        | 62   | 
|Item
      9.                                                   | The
      Offer and Listing                                                        | 63   | 
|Item
      10.                                                  | Additional
      Information                                                       | 65   | 
|Item
      11.                                                  | Qualitative
      and Quantitative Disclosures about Market Risks                  | 71   | 
|Item
      12.                                                  | Description
      of Securities Other than Equity Securities                       | 74   | 
|Item
      13.                                                  | Defaults,
      Dividend Arrearages and Delinquencies                              | 74   | 
|Item
      14.                                                  | Material
      Modifications to the Rights of Security Holders and Use of Proceeds | 74   | 
|Item
      15.                                                  | Controls
      and Procedures                                                      | 74   | 
|Item
      16A.                                                 | Audit
      committee financial expert                                             | 74   | 
|Item
      16B.                                                 | Code
      of ethics                                                               | 74   | 
|Item
      16C.                                                 | Principal
      Accountant Fees and Services                                       | 75   | 
|Item
      16E                                                  | Purchase
      of Equity Securities by the Issuer and Affilliated Purchasers       | 76   | 
|Item
      17.                                                  | Financial
      Statements                                                         | 77   | 
|Item
      18.                                                  | Financial
      Statements                                                         | 77   | 
|Item
      19.                                                  | Exhibits                                                                           | 77   | 

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Introduction

We publish our financial statements in Danish kroner. Unless otherwise indicated, all amounts in this annual report are expressed in Danish kroner.
References in this annual report to US dollars, USD, US$, $ or ¢ are to US currency, references to Danish kroner or DKK are to Danish currency, references to EUR or
euro are to the currency of the member states of the European Union (with the exception of the United Kingdom, Denmark and Sweden) and references to CHF or Swiss francs are to Swiss currency. Solely for the
convenience of the reader, certain amounts have been translated into US dollars at the rate of DKK 5.4676 to the US dollar, the official exchange rate of the Nationalbank of Denmark on December 31, 2004. Such translation should not be construed as a
representation that the Danish kroner amounts represent, or have been or could be converted into, US dollars at that or any other rate.

Our consolidated financial statements have been prepared in accordance with Danish generally accepted accounting principles ("Danish GAAP"). Danish GAAP
differ in certain significant respects from accounting principles generally accepted in the United States ("US GAAP"). See note 30 to our consolidated financial statements for a description of the material differences between Danish GAAP and US
GAAP.

As used in this annual report, unless the context otherwise requires or specifies, references to we , the group , us and
our refer to TDC A/S, its subsidiaries and its proportionally consolidated enterprises.

Cautionary
  Statement Regarding Forward-Looking Statements

Certain sections of this Annual Report contain forward-looking statements that are subject to risks and uncertainties.

Examples
  of such forward-looking statements include, but are not limited to:

| |  | statements
      containing projections of revenues, income (or loss), earnings per share,
      capital expenditures, dividends, capital structure or other financial items.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | statements
      of our plans, objectives or goals for future operations including those
      related to our products or services.                                          
| |  | statements
      of future economic performance.                                                                                                                             
| |  | statements
      of the assumptions underlying or relating to such statements.                                                                                               

Words such as believes, anticipates, expects, intends, aims and plans and similar
expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed
on them.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be achieved. We caution that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements made by us or on our behalf. These factors include, but are not limited to:

| |  | changes
      in applicable Danish and EU legislation                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | increases
      in the interconnection rates we are charged by other carriers or decreases
      in the interconnection rates we are able to charge other carriers
| |  | decisions
      from the Danish National IT and Telecom Agency whereby the regulatory obligations
      of TDC are extended                                       
| |  | developments
      in competition within domestic and international communications solutions                                                                      
| |  | introduction
      of and demand for new services and products                                                                                                    
| |  | developments
      in the demand, product mix and prices in the mobile market, including marketing
      and customer-acquisition costs                           
| |  | developments
      in the market for multimedia services                                                                                                          
| |  | the
      possibilities of being awarded licenses                                                                                                                 
| |  | developments
      in our international activities, which also involve certain political risks                                                                    
| |  | investments
      in and divestitures of domestic and foreign companies.                                                                                          

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We caution that the above list of important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to TDC,
investors and others should carefully consider the foregoing factors and other uncertainties and events. Such forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update or revise any
of them, whether as a result of new information, future events or otherwise.

A
  complete discussion of the risks related to our business is contained in the
  Risk Factors section of Item 3.

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Item
  1 Identity of Directors, Senior Management and Advisers

Not applicable.

Item
  2 Offer Statistics and Expected Timetable

Not applicable.

Item
  3 Key Information

Selected Financial Data

The following tables set forth our selected consolidated financial data for the periods indicated. This data is derived from our audited consolidated
financial statements prepared in accordance with Danish GAAP. Danish GAAP differ in certain significant respects from US GAAP. See note 30 to our consolidated financial statements for a description of the material differences between Danish GAAP and
US GAAP. These tables should be read together with Item 5, Operating and Financial Review and Prospects and our consolidated financial statements, including the notes to those financial statements, included elsewhere in this annual
report. The Consolidated Financial Statements for the five years ended December 31, 2004 have been audited by PricewaterhouseCoopers.

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|                                              | Year
      Ended December 31,                              |  
|--------------------------------------------- | ---------------------------------------------------------- | -
|                                              |                                                            |  
|                                              | 2000                                                       |  
|                                              | DKK                                                        |  
|                                              |                                                            |  
|Statement
      of Income Data:               | (In
        millions except per share and per ADS amounts) |  
|                                              |                                                            |  
|Amounts
      in accordance with Danish       |                                                            |  
|GAAP:                                         |                                                            |  
|Net revenues                                  | 34,813                                                     |  
|Work performed
      for own purposes and     |                                                            |  
|capitalized                                   | 1,149                                                      |  
|Other operating
      income                  | 6,246                                                      |  
|                                              |                                                            |  
|Total revenues                                | 42,208                                                     |  
|Operating
      expenses                      | (26,075                                                    | )
|Depreciation
      and amortization           | (4,598                                                     | )
|                                              |                                                            |  
|Total operating
      expenses                | (30,673                                                    | )
|                                              |                                                            |  
|Operating
      income (loss)                 | 11,535                                                     |  
|Net financials                                | 932                                                        |  
|                                              |                                                            |  
|Income before
      income taxes              | 12,467                                                     |  
|Income taxes                                  | (3,239                                                     | )
|                                              |                                                            |  
|Income before
      minority interests        | 9,228                                                      |  
|Minority
      interests share of net result | 74                                                         |  
|                                              |                                                            |  
|Net income
      (loss)                       | 9,302                                                      |  
|                                              |                                                            |  
|                                              |                                                            |  
|Operating
      income per share              | 53.29                                                      |  
|Operating
      income per ADS(1)             | 26.65                                                      |  
|Earnings
      per share                      | 42.97                                                      |  
|Earnings
      per ADS(1)                     | 21.49                                                      |  
|                                              |                                                            |  
|Dividends
      per share(3)                  | 10.50                                                      |  
|Dividends
      per ADS(2)                    | 5.25                                                       |  
|                                              |                                                            |  
|Amounts
      in accordance with US GAAP(5):  |                                                            |  
|Net income
      (loss)                       | 6,794                                                      |  
|Earnings
      per share (basic)(1)           | 31.49                                                      |  
|Earnings
      per share (diluted)(1)         | 31.47                                                      |  
|Earnings
      per ADS (basic)(1)             | 15.75                                                      |  
|Earnings
      per ADS (diluted)(1)           | 15.74                                                      |  



|(1) | Operating income and earnings per ADS reflect the ratio of one half of one share per one ADS.                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Dividends per ADS reflect the ratio of one half of one share per one ADS                                                                                                                                                                                                            
|(3) | The US dollar equivalents of the dividend on the shares for each of the years in the five-year period ended December 31, 2004 was $1.23, $1.33, $1.62, $1.99 and $2.19
per share, respectively, calculated at the exchange rate applicable on the dates of payment of the dividends.
|(4) | Translated solely for the convenience of the reader at a rate of DKK 5.4676 to $1.00, the exchange rate of the Nationalbank of Denmark on December 31, 2004.                                                                                                                        
|(5) | Upon adoption of SFAS 142 on January 1, 2002, we ceased amortization of all goodwill for US GAAP reporting purposes. Amortization expense on goodwill on a US GAAP
basis for the years ended December 31, 2001 and 2000 was DKK 1,534 million and DKK 725 million, respectively.    

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|                                            |                       |  |        |  | As
      of December 31, |  |        |  |        | 
|------------------------------------------- | --------------------- |  | ------ |  | ------------------------ |  | ------ |  | ------ | 
|                                            |                       | 
|                                            | 2000                  |  | 2001   |  | 2002                     |  | 2003   |  | 2004   | 
|                                            | DKK                   |  | DKK    |  | DKK                      |  | DKK    |  | DKK    | 
|                                            |                       |  |        |  |                          |  |        |  |        | 
|Balance
      Sheet Data:                   | (In
        millions) | 
|                                            |                       | 
|Amounts
      in accordance with Danish     |                       |  |        |  |                          |  |        |  |        | 
|GAAP:                                       |                       |  |        |  |                          |  |        |  |        | 
|Total fixed
      assets                    | 42,320                |  | 62,035 |  | 60,237                   |  | 61,904 |  | 58,544 | 
|Total current
      assets                  | 25,395                |  | 24,646 |  | 23,389                   |  | 27,611 |  | 29,002 | 
|Total assets                                | 67,715                |  | 86,681 |  | 83,626                   |  | 89,515 |  | 87,546 | 
|Total short-term
      debt                 | 18,676                |  | 28,102 |  | 16,519                   |  | 17,458 |  | 16,041 | 
|Total long-term
      debt                  | 9,494                 |  | 20,150 |  | 27,025                   |  | 32,974 |  | 29,017 | 
|Total debt                                  | 28,170                |  | 48,252 |  | 43,544                   |  | 50,432 |  | 45,058 | 
|Total liabilities                           | 32,663                |  | 53,968 |  | 48,965                   |  | 56,542 |  | 51,583 | 
|Total shareholders
      equity            | 35,052                |  | 32,713 |  | 34,661                   |  | 32,973 |  | 35,963 | 
|                                            |                       |  |        |  |                          |  |        |  |        | 
|Amounts
      in accordance with US GAAP:   |                       |  |        |  |                          |  |        |  |        | 
|Total shareholders
      equity            | 34,664                |  | 31,279 |  | 35,856                   |  | 35,507 |  | 39,663 | 
|                                            |                       |  |        |  |                          |  |        |  |        | 
|Average
      number of shares (adjusted to |                       |  |        |  |                          |  |        |  |        | 
|reflect
      changes in capital)           | 216.5                 |  | 216.5  |  | 216.5                    |  | 216.5  |  | 216.5  | 



|                                                    | Year
      Ended December 31, |  
|--------------------------------------------------- | ----------------------------- | -
|                                                    |                               |  
|                                                    | 2000                          |  
|                                                    | DKK                           |  
|                                                    |                               |  
|                                                    | (In
      millions)           |  
|                                                    |                               |  
|Statement
      of Cash Flow Data:                  |                               |  
|Net cash
      from/(used for) operating activities | 6,832                         |  
|Net cash
      used for investing activities        | (4,139                        | )
|Net cash
      from/(used for) financing            |                               |  
|activities                                          | 931                           |  



|                                            | 2000   |  | 2001   |  | 2002   |  | 2003   |  | 2004   |  | 
|------------------------------------------- | ------ |  | ------ |  | ------ |  | ------ |  | ------ |  | 
|                                            |        |  |        |  |        |  |        |  |        |  | 
|Additional
      Information:               |        |  |        |  |        |  |        |  |        |  | 
|Number of
      customers ( 000)(1)        |        |  |        |  |        |  |        |  |        |  | 
|Landline                                    | 3,691  |  | 3,913  |  | 3,598  |  | 3,631  |  | 3,483  |  | 
|Mobile                                      | 3,522  |  | 4,575  |  | 4,939  |  | 6,199  |  | 7,126  |  | 
|Internet                                    | 923    |  | 1,403  |  | 1,285  |  | 1,696  |  | 1,814  |  | 
|Cable
      TV                              | 801    |  | 828    |  | 885    |  | 924    |  | 982    |  | 
|Capital
      expenditure (DKK millions)(2) | 12,064 |  | 21,599 |  | 7,441  |  | 13,590 |  | 10,098 |  | 
|Number
      of employees(3)                | 19,946 |  | 22,485 |  | 22,263 |  | 21,125 |  | 20,573 |  | 



|(1) | As at end of period. The definition of active and inactive customers in TDC Switzerland was changed in 2004. Comparative figures for 2000 to 2003 have been changed
accordingly.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Capital expenditure includes expenditure on intangible assets, property, plant and equipment, as well as share acquisitions.                                                    
|(3) | The figures denote end-of-year full time employee equivalents including permanent employees, trainees and temporary employees.                                                  

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Dividends

Dividends on our shares may be paid out of profits as shown in our annual financial statements, as adopted by our Board of Directors and approved at the
Annual General Meeting of shareholders. Under Danish law, dividends may only be paid in respect of a financial period as to which audited financial statements have been approved at a General Meeting. Usually a dividend is paid annually in March or
April. No dividends will be paid on the company's own holding of TDC treasury shares.

Exchange Rates

The following table sets forth, for the years indicated, the official high, low, average and period end exchange rates for the Danish kroner, expressed in
Danish kroner per US dollars, based on the noon buying rates for cable transfers in the City of New York, as certified by the Federal Reserve Bank of New York for customs purposes on the relevant dates. No representation is made that amounts in
Danish kroner have been, could have been or could be converted into US dollars at the noon buying rate or any other rate.

| | Year
        Ended December 31 |  | Period
      End |  | Average |  | High   |  | Low    |  | 
| | ------------------------------ |  | ---------------- |  | ------- |  | ------ |  | ------ |  | 
| |                                |  |                  |  |         |  |        |  |        |  | 
| | 2000                           |  | 7.9442           |  | 8.0953  |  | 9.0050 |  | 7.2080 |  | 
| | 2001                           |  | 8.3529           |  | 8.3323  |  | 8.8900 |  | 7.8260 |  | 
| | 2002                           |  | 7.0850           |  | 7.8862  |  | 8.6470 |  | 7.0850 |  | 
| | 2003                           |  | 5.9150           |  | 6.5800  |  | 7.1280 |  | 5.9150 |  | 
| | 2004                           |  | 5.4940           |  | 5.9891  |  | 6.3115 |  | 5.4596 |  | 

The following table sets forth the high and low noon buying rates for Danish kroner for cable transfers in the City of New York, as certified by the Federal
Reserve Bank of New York for customs purposes, for each month during the six months preceding May 2005.

| |                     | High   |  | Low    |  | 
| | ------------------- | ------ |  | ------ |  | 
| |                     |        |  |        |  | 
| | November
      2004 | 5.8523 |  | 5.5899 |  | 
| | December
      2004 | 5.6178 |  | 5.4596 |  | 
| | January
      2005  | 5.7442 |  | 5.5161 |  | 
| | February
      2005 | 5.8263 |  | 5.6095 |  | 
| | March
      2005    | 5.7818 |  | 5.5286 |  | 
| | April 2005          | 5.8109 |  | 5.6894 |  | 

On
  May 3, 2005, the noon buying rate was 5.7872 DKK = $1.00.

Capitalization and Indebtedness

Not
  applicable.

Reasons for the Offer and Use of Proceeds

Not
  applicable.

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Risk Factors

Risks related to Our Business

We expect the intensity of competition in the Danish telecom market to continue, and current profitability levels for traditional communications services in Denmark may
not be sustainable. We also expect the intensity of competition on our foreign subsidiaries to be increasing.

The Danish telecommunications sector is highly competitive, and to remain successful in this market we must continue to reduce the prices for its services.
In the mobile market, prices have been declining due to fierce competition, particularly from online products. Broadband customers are being offered increasing bandwidth at unchanged or even falling prices. Although traditionally our prices for
landline and mobile telephony as well as leased lines have been among the lowest in the European Union, market pressures continue to intensify.

Future competition for landline telephony will further intensify as Internet-based telephony (VoIP) develops into a realistic alternative to landline
telephony. Therefore, we expect intense competition in the Danish telecommunications market to continue, which may result in future price reductions and loss of market share. Such reductions could adversely affect TDCs revenues and profit
margins.

Our foreign subsidiaries are also facing increasing competition. This development could adversely affect the revenues and profit margins of our foreign
subsidiaries. Almost half of TDCs 2004 net revenues are related to operations outside Denmark including operations in a number of emerging markets. Our international operations may be affected by a lack of foreign liberalization in the
telecommunications sector and political, economic and legal developments in these foreign countries.

The success of our landline, mobile, Internet, cable-TV and directory operations will also depend on our ability to keep pace with continuing changes in
technology. We expect technological innovation to continue rapidly across all product lines. If we are too slow in applying new technologies, its services may become non-competitive. Conversely, such technologies may not prove commercially viable in
the long run, and consequently we may risk being unable to earn an adequate return on, or recover the costs of, its investments in developing and marketing products that rely on these technologies.

We expect that our Danish landline business revenues will be exposed to increased competition from VoIP, furthermore we expect our own switch from PSTN to VoIP to put
pressure on our future potential earnings from landline operations. We also expect our landline business to be exposed to increased competition from landline to mobile network migration.

With respect to landline telephony, increased competition is expected from VoIP. There is a considerable risk that our switch to VoIP could negatively affect
landline operations future earnings potential. This is due to the uncertainty regarding our maintenance of a price level for VoIP similar to the level for PSTN.

Furthermore, price decreases in the Danish mobile market might accelerate the current trend of migration from landline to mobile telephony. As we have a
smaller share of the mobile market than the landline market in Denmark, such a migration could negatively affect our earnings.

Increased competition is also expected in landline telephony from IP-based internal networks (such as IP-VPN for business customers), antenna and housing
association networks and power suppliers using their infrastructure to provide telephony and broadband. Similarly, in the market for leased lines, increased competition is likely from new IP-based transmission products such as MPLS and Ethernet
solutions, where prices are below those of leased lines, and product quality is sufficiently strong to compete with leased lines.

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With regard to international operations, TDC Switzerland has experienced price decreases in the landline market due to competition from established
competitors, such as Cablecom that offers telephony through their cable network at flat-rate prices. Such competition may result in loss of customers, reduced revenues and a lower profit margin.

In general, the future success of the landline business will depend on our ability to shift the technological base toward VoIP and other IP-based products,
and adapt to lower prices for its services and generally more competitive market conditions. If we are unsuccessful in dealing with these risks, our revenues and profit margins may be negatively affected.

Our mobile business depends on our ability to develop and market attractive services at competitive prices. The right timing of the introduction of new services is a
critical factor for our success in this business area.

Our ability to further increase revenues and earnings within the mobile telephony sector, both in Denmark and in our international operations, will depend on
a number of factors, including our ability to develop and market attractive services at competitive prices.

As market price levels for such services continue to fall, further growth in earnings will require improved profitability and continued cost control. Special
attention must be given to the pressure on earnings in Denmark that regulation of termination prices and roaming charges can have on mobile operations.

Our international mobile operations may be challenged by shifts in business paradigms, as seen in the Danish market where online-based service providers have
demonstrated new and low-cost ways of serving customers.

With respect to TDC Switzerland, future growth in revenues and earnings within the mobile telephony sector will depend on its ability to establish a presence
in the business market. In the past year, the Swiss mobile market has experienced intense competition, which may result in declining margins and diluted earnings. The still increasing Swiss mobile penetration may result in fierce competition for
remaining customers, which could in turn lead to a rise in customer-acquisition costs, and further pressure on earnings.

The future growth of Bité in Lithuania will depend primarily on Bités ability to win market share as well as, more generally, on
country-wide factors such as the economic growth of Lithuania.

Talklines future success will depend largely on its ability to achieve a sufficiently large gross margin on traffic resales when negotiating with
network suppliers. There is also a significant risk of possible future price pressure on the relatively high German retail prices.

We have a UMTS license in Denmark and in Switzerland. Polkomtel has a license in Poland and One has a license in Austria. The ability to provide UMTS
services in Denmark, Switzerland and Poland will depend on the successful rollout of UMTS networks in these countries. The use of UMTS technology will require the utilization of existing GSM sites as well as the deployment of a number of new base
stations to serve these operations. Both we and our strategic partners may experience difficulties in procuring sufficient base stations due to the limited availability of new sites and public concern over possible adverse health effects related to
the electromagnetic transmissions emitted from mobile base stations, as well as aesthetic and other considerations. In addition, the strict rules on radiation regulations that apply in Switzerland could increase the costs related to GSM and UMTS
networks.

Our UMTS operations are also dependent on the timely availability of commercially viable handsets from suppliers. Insufficient amounts of UMTS equipment and
handsets could adversely affect our strategy for offering UMTS services, as availability is the required driver of demand for these services. Moreover, Wireless Local Area Networks (WLAN) penetration may adversely affect the use of UMTS, especially
data services.

In the fall of 2003, the first Danish UMTS operator 3 launched its network publicly. Although projected to be in 2005, TDC has not yet finalized
the date for its commercial launch of its Danish UMTS network.

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We expect the intensity of competition in the Danish cable TV market to increase.

TDC Cable TV is expected to face increased competition from a number of sources, including power suppliers, large antenna and housing associations and
satellite television providers. Both competition and the range of programs in the generally accessible network are expected to increase if DigiTV realizes its plans to develop a digital terrestrial network. And in the long-term, increased
competition may also arise from new technology, most notably from future Internet-based content providers.

We expect the intensity of competition in the Danish market for printed directories to increase.

Currently, printed catalogues are the principal drivers of revenue for TDC Directories. However, as printed media may in some respects be in transition
toward online media, TDC Directories may face increased competition from established and new competitors in the electronic market, where entrance costs are relatively low.

The future success of TDC Directories operations will therefore depend on its ability to maintain its current market share for printed catalogues and
to maintain, develop and transfer market brand and its services to the online market. As online media are likely to generate an increasing share of TDC Directories future revenues, a delayed or weak development of its online services could
negatively affect its future revenues.

International acquisitions pose risks of inadequate management and communications between companies within the group.

We have been expanding our business internationally, and the continued successful integration of the various subsidiaries within the Group depends on TDC
recognizing and addressing any management and communications challenges that may arise from cross-border acquisitions. If our successful integration does not continue, our financial results could be adversely affected.

We acquired Song Networks Holding AB in November 2004. The name of the company has now been changed to TDC Song. The acquisition and expansion of operations
in the Nordic region involve certain risks including the potential inability to successfully integrate the acquired operations or to realize anticipated synergies and economies of scale. The knowledge of the announcement and completion of the
integration of TDC Song with TDC could cause customers to seek alternative providers or delay or change orders due to uncertainty over the integration of the companies or their strategic positions. TDC Song may therefore experience some customer
attrition following the acquisition, which could harm the companies operating results. Also, difficulties in integrating TDC Song and TDC, including the uncertainties related to organizational and cultural changes, could affect employee morale
and result in loss of key employees, which may negatively affect TDCs revenues and profit margins.

We believe that our international business activities expose our earnings to exchange rate risk and the risks of a fluctuating global economy. Our minority shareholdings
in the mobile telephony industry expose our business to ill-informed or inadequate management decisions made on behalf of the companies of which we do not have full control. We are also exposed to the risk that our credit rating could be downgraded,
which may lead to increased cost of funding.

Approximately 29% of our 2004 net revenue is generated outside Denmark and the euro area. These revenues originate primarily from Switzerland, Lithuania,
Sweden and Norway where we conduct our business operations and prepares our financial statements in currencies other than the Danish krone and the euro. Any loss in the value of these currencies against the Danish krone will have a negative impact
on the value of our investments in the relevant business activities and the amount of income TDC derives from them.

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Our revenues also depend on general economic conditions, primarily in Denmark, Germany, Switzerland, Lithuania and the Nordic region. The financial prospects
in these regions are currently very uncertain due to the significant fall of the dollar and the rise of oil prices throughout 2004. Our customers may delay or cancel investments in telecommunications systems and services if their business outlook is
cautious or negative, which may adversely affect our revenues and the development of new products and services. A significant deterioration of current economic conditions could have a material adverse effect on our operating results and financial
position.

The performance of the international operators in which we have minority interests may depend on the financial or strategic support of other shareholders. We
have minority interests in international mobile operators that may rely on us and/or other shareholders for strategic and financial support. Such other shareholders may fail to supply the required operational, strategic and financial resources
relating to e.g. the build-out of infrastructure, the cost of meeting regulatory requirements, or effective marketing, which could adversely affect both the ability of these operations to compete and the return on our investment.

Our credit rating may be subject to changes in the future. A negative development in the rating agencies view of our credit quality may lead to poorer
terms offered to us in the financial markets, resulting in increased interest expenses on our debt or the possibility of reduced access to the capital markets.

We believe our future success in content services will depend on overall market trends and on our ability to adapt and lead the technological developments and conditions
in the content services market.

The telecommunications sector is undergoing advances in content services as, in the long term, technological developments will enable customers to receive
content whenever they wish (such as time-shifted viewing), and wherever they wish (on televisions and mobile phones or on various other terminals). Growth in content services is expected to be driven by an increase in the quantitative and
qualitative capabilities of content providers. However, the specific extent and characteristics of such quantitative and qualitative progress are difficult to predict at present. Our future success in content services will depend on overall market
trends and on our ability to adapt and lead the technological developments and conditions in the content services market. A less than optimal adaptation might adversely affect our revenues and profit margins.

We expect that our increasing dependency on digitalized information technology systems exposes us to risks of hacking, piracy, systems failure, which potentially could
disrupt our business. Also we believe our future success regarding online services, e-commerce and other types of self-service products depends on the development in the market.

The telecommunications sector has become increasingly digitalized, automated and online, which means that we are exposed to increasing risks of hacking,
piracy and general failure of IT systems. Unanticipated IT problems, system failures, computer viruses or hacker attacks could affect the quality of our services and cause service interruptions. Risks of network failure can never be completely
eliminated and the occurrence of such failures may reduce revenues and harm our reputation.

There is uncertainty concerning the future success of online services, e-commerce and other types of products. If the development in these markets is less
advantageous than expected, future profit margins could be affected due to higher customer-service costs than currently expected. Moreover, it is uncertain how fast the efficiency synergies resulting from such movement to online services may be
realized.

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Risks Related to Regulatory Matters

The regulatory regime for the Danish telecom sector may result in tougher competition, further reductions of tariffs and decreased profit margins.

Denmark's comprehensive regulatory regime governing its telecommunications sector requires us to deliver a broad range of products to the retail and
wholesale markets, and subjects TDC to price regulation. With respect to landline telephony, we are subject mainly to specific regulation of retail and wholesale pricing, as well as specific requirements for accounting separation and reporting. In
mobile telephony, we are also subject to specific financial reporting requirements regarding accounting separation and reporting.

The Danish National IT and Telecom Agency has determined that our retail prices on landline subscriptions and landline call set-up charges must remain at
their current nominal level. Consequently, any increase in the cost of providing these services could dilute our earnings. The larger part of our retail offerings of leased lines must comply with a rule of cost orientation, i.e. we are required to
calibrate leased-line prices once a year in order to ensure that they exactly match the corresponding cost plus a mark-up set by the regulatory authorities.

On the wholesale market, the majority of our prices are regulated. Until 2002, interconnection prices were regulated mainly on the basis of historical cost
analyses and best-practice benchmarking against corresponding international prices. Since January 1, 2003, prices of switched interconnection traffic, interconnection capacity, shared access and unbundled access to the local loop (also known as raw
copper) as well as related co-location have been based on the results of the Long Run Average Incremental Cost model (or LRAIC). These changes in the regulatory regime brought significant market price reductions for our services at January 1, 2003.
For 2004 and 2005, a review and update of the model has resulted in minor price adjustments. The LRAIC model is expected to be thoroughly updated by January 1, 2006. It is uncertain how updating the model will impact our interconnection
prices.

In March 2002, the EU passed a number of directives on the regulation of the telecommunications market that was subsequently implemented into Danish law in
2003. In accordance with this legislation, the Danish National IT and Telecom Agency has performed market analyses on a number of specifically defined submarkets with respect to landline telephony, mobile telephony, leased lines, unbundled access,
broadband and television and radio transmission. The agency will use these market analyses as the basis for deciding whether a particular submarket is subject to competition imperfections. If imperfections are identified, the agency will designate
one or more operators as having significant market power in the relevant submarket, and will then decide which regulative measures are appropriate to eliminate the imperfections. Such measures include the acceptance of a reasonable request for
interconnection, non-discrimination, reference offers, transparency, accounting separation, price controls and cost accounting obligations.

We have been deemed to have a strong market position in almost all the specifically defined submarkets where market analyses are being or have been carried
out and where the Danish National IT and Telecom Agency has concluded that there is no real competition. However, regarding the markets for domestic traffic for business customers and for mobile access, the agency has concluded that real competition
does exist and the existing regulation of TDC Mobil in this market will be repealed, including TDC Mobils obligations concerning resale and national roaming. TDC expects this development to be revenue neutral.

We are already subject to regulation, including price regulation, in the landline markets and it is unclear whether the regulation, including price
regulation, will be changed as a result of the market analyses. The mobile markets, on the other hand, are not currently covered by price regulation. If the market for termination of mobile calls in individual networks and the domestic market for
international roaming become subject to price regulation in the future, such regulation may have a negative impact on TDC Mobils revenues and earnings.

Until market analyses of the relevant submarkets have been completed and the Danish National IT and Telecom Agency has decided whether to adopt new
regulative measures or revoke former measures, the current regulation will be maintained in each relevant submarket. Decisions for all the markets, except the market for television and radio transmission, are expected during the first half of 2005.

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Item
  4 Information on the Company

Overview

The
  TDC Group
       Today,
  we are the leading provider of communications solutions in Denmark, the second-largest
  telecoms provider in the Swiss market, and are represented by significant presence
  in selected markets in Northern and Central Europe.

By the end of 2004, we had more than 13.4m customers in Europe: 3.5m landline customers, 7.1m mobile customers, 1.8m Internet customers, and 1.0m cable-TV
customers. In 2004, our total net revenues were DKK 43.6bn, of which 47% stemmed from international activities compared with 45% in 2003 and 46% in 2002.

In recent years, it has been necessary to reduce our domestic workforce, primarily to adjust to the decline in traditional landline telephony and intensified
competition in the domestic market. Increased customer interest in self-service and Internet-based solutions has also contributed to this trend. The adjustment was effected partly by natural attrition and the completion of redundancy programs in
2003 and 2004. At year-end 2004, we have 20,573 full-time employee equivalents compared with 21,125 in 2003. Our domestic operations account for the majority of the decrease, and at year-end 2004 we had 14,998 domestic full-time employee equivalents
compared with 16,014 in 2003.

The
  telecommunications sector
       In
  recent years, the fierce competition in the telecommunications sector has intensified.
  Competition in the domestic market is especially tough with many operators,
  and public regulation aimed particularly at TDC. The combination of price competition,
  regulatory requirements and a saturated market has resulted in moderate revenue
  growth. The Nordic network operators have addressed this situation in several
  ways, e.g. by market consolidation and international expansion. We have established
  easyMobile, which provides mobile telephony based on the Telmore concept, initially
  in the British market. And as part of our efforts to achieve operational efficiency,
  we have implemented redundancy programs in 2003 and 2004, which meant that a
  total of 1,558 employees left the Group. Finally, we have focused on integrated
  pan-Nordic communications solutions, illustrated by our acquisition of TDC Song
  and NetDesign.

With regard to regulations in Denmark, the Danish National IT and Telecom Agency performs market analyses on a number of submarkets in the telecoms sector
that are specifically defined in advance. The Agency will use these market analyses as its basis for deciding whether a particular market is subject to sufficient competition. If that is not the case, it will designate one or more operators as
holding strong market positions and impose one or more obligations to eliminate the imperfect competition.

The technological advances have caused the following key trends in the telecoms market: migration from landline to mobile telephony, a shift from
circuit-switched to package-switched traffic (VoIP, IP-VPN, GPRS, UMTS), a change to consumption independent flat-rate pricing, and increased self-services and web-based distribution channels.

We continuously adapt to technological and market developments and in 2004 we launched a range of new products. In the domestic market, we successfully
launched TDC Samtale giving unlimited landline minutes in off-peak hours at a flat monthly rate. In 2004, we were the first Danish operator to launch a nationwide network of wireless hotspots in selected geographical areas, from where
the Internet can be accessed. At year-end 2004, we had 435 wireless hotspots in Denmark. As a continuation of our successful web-based discount product, Mixit, we launched a similar product for business customers, MobilFlex Let, in 2004.

We plan to launch Internet-based telephony (VoIP) for residential customers, 3G mobile telephony and Internet-based TV (TVoIP) in 2005.

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Business
  lines

We
  are organized as six main business lines:

TDC Solutions provides communications services primarily in Denmark and the Nordic countries. Its activities include landline telephony services, convergence
products (combined landline and mobile telephony), broadband solutions, advanced security and hosting services, data communications services and Internet services, leased lines, sale of terminals and installation. TDC Solutions major
subsidiaries include the following fully-owned companies: TDC Song, a pan-Nordic network operator mainly for business customers, NetDesign, a leading provider of IP/LAN infrastructure for business customers, Contactel, a provider of Internet and
telephony services in the Czech Republic, TDC Internordia, a Swedish-based provider of telecoms equipment for business customers, and TDC Norge, which provides Internet, telephony and data services.

TDC Mobile International provides mobile telecommunications services in Denmark and selected European countries. The domestic activities include the
fully-owned companies TDC Mobil, a Danish-based mobile operator, and Telmore, a Danish service provider. The international activities include the fully-owned subsidiaries Talkline, a German service provider, and Bité, a Lithuanian mobile
operator. TDC Mobile International also holds a 19.6% stake in Polkomtel, a Polish mobile operator, and a 15.0% stake in the Austrian mobile operator, One, and finally, an 80% stake in Telmore International, which takes care of cooperation with
easyGroup.

TDC Switzerland is the second-largest telecommunications provider in the Swiss market. Its activities include landline, mobile and Internet communications
services.

TDC
  Cable TV is a Danish provider of cable TV and broadband access.

TDC
  Directories publishes printed, electronic and Internet-based directories in
  Denmark, Sweden and Finland.

Others include primarily TDC Services, which provides mainly business services for the TDC Groups domestic business lines.

Our
  History and Development

We were founded by the Danish State in November 1990 to serve as a holding company for the four Danish regional telecommunications enterprises and Telecom
A/S ("Telecom"), the international telephone service provider. We are a public limited company and were incorporated on November 14, 1990. We are subject to the provisions of the Danish Act relating to Public Limited Liability Companies. Our
principal offices are located at Nørregade 21, 0900 Copenhagen C, Denmark, and our telephone number is: +45 33 43 7777.

The primary reason we were formed was to strengthen the competitiveness of the Danish telecommunications sector. In 1991, we acquired two of the regional
telecommunications enterprises, Tele Sønderjylland A/S ("Tele Sønderjylland") and Fyns Telefon A/S ("Fyns Telefon"), as well as Telecom. We completed the acquisition of the two remaining regional telecommunications enterprises,
Kjøbenhavns Telefon Aktieselskab ("KTAS") and Jydsk Telefon-Aktieselskab ("Jydsk Telefon"), in March 1992. Minority shareholdings in KTAS and Jydsk Telefon, the two entities that had been partially privatized, were either exchanged for our
shares or purchased by the Danish State. The acquisition of the Danish States interests in all of these enterprises was effected by an exchange of our shares, together with cash payments.

Prior to our establishment, the four regional companies provided a wide range of telecommunications services and products including domestic telephone
services, mobile services, rental and sales of equipment, data communications and public payphones.

From 1991 to 1994, we reorganized and strengthened our management functions. Units were formed to handle a number of nationwide activities and services, such
as mobile services, data network services, supply and service of

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telecommunications equipment, information technology and financial functions. The new structure improved our responsiveness to changing market conditions.

In March 1992, our subsidiary Tele Danmark Mobil A/S ("Tele Danmark Mobil") began providing mobile telephone and other mobile services that were previously
provided by the regional companies. In January 1993, another subsidiary, Tele Danmark Erhverv A/S ("Tele Danmark Erhverv"), assumed, through a merger of activities of KTAS and Jydsk Telefon in this area, responsibility for supplying and servicing
private branch exchanges, or PBXs, internal networks, cabling and wide area networks for larger businesses. Tele Danmark Erhverv in 1994 took over responsibility for similar activities previously performed by Tele Sønderjylland and Fyns
Telefon. In 1993, our subsidiary, Tele Danmark Datacom A/S ("Datacom") took over the handling of the production and marketing of data network and communication services. Datacom was made a subsidiary of Tele Danmark Erhverv in January 1994 in order
to coordinate Datacoms services with other business oriented services we offered.

In 1994, our international activities were organized under Tele Danmark International. This division was responsible for the management of the groups
foreign companies and international ventures. It also assessed and prepared the groundwork for future business opportunities outside of Denmark.

In April 1994, we made a public offering of 63,229,770 class B shares, of which 51,839,540 were in the form of American Depositary Shares, each representing
one half of one class B share. After this offering and a related reorganization of our capital structure, the ownership of the Danish State was reduced to 51% of our nominal share capital and voting power. Of the 63,229,770 class B shares offered,
25,919,770 were offered in the United States and 37,310,000 were offered outside the United States, including in a public offering in Denmark. Further, in the same year the overall coordination of both marketing efforts and R&D was strengthened
by setting up cross-organizational management groups.

In 1995, the groups parent company, Tele Danmark A/S, merged with the following subsidiaries: KTAS, Jydsk Telefon A/S, Fyns Telefon A/S, Tele
Sønderjylland A/S, Telecom A/S, Tele Danmark EDB A/S, Tele Danmark Erhverv A/S, Tele Danmark Datacom A/S, Tele Danmark Finans A/S and Teldan Indkøb A/S. The merger had legal and financial effect from January 1, 1995. The merger had
entailed a fundamental restructuring of our organization. The changes were planned in the second half of 1995 and came into effect on January 1, 1996. The restructuring was based on the gradual structural development over five years of the Danish
telecommunications sector.

In October 1997, we entered into a strategic partnership with Ameritech, aimed at benefiting customers, employees and shareholders. Ameritech supported the
partnership by acquiring 34% of our shares from the Danish State.

In January 1998, our shareholders decided to reduce our share capital by 17% by repurchasing and canceling the Danish States remaining shares in Tele
Danmark A/S. This transaction completed our privatization.

In October 1999 Ameritech and SBC Communications merged making SBC Communications one of the largest communications companies in the world.

In 2000, we completely restructured our operations to strengthen our competitive position and focus more clearly on high potential growth areas. TDC group
now comprises a holding company with business lines operating in specific business areas. These important changes are reflected in the names of our holding company and its business lines. As of year end 2000, our holding company (formerly Tele
Danmark Group) became known as TDC. Our principal business lines became TDC Tele Danmark, TDC Mobile International, TDC Internet, TDC Directories, TDC Cable TV and TDC Services.

In February 2001, we established the business line TDC Switzerland following our investments in Switzerland, where we increased our ownership in sunrise and
purchased a majority stake in diAx, a Swiss mobile provider. These investments and the subsequent merger of sunrise and diAx have made us the second-largest communications provider in Switzerland, offering landline, mobile and Internet services in
direct competition with Swisscom.

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In January 2003, we streamlined domestic operations through the merger of TDC Tele Danmark and TDC internet to form TDC Solutions.

In June 2004, SBC reduced its shareholding in TDC from 41.6% to 9.5%, while TDC acquired approximately 8.4% of TDCs total share capital for
approximately DKK 3.4bn. In November 2004, SBC sold its remaining 9.5% stake in TDC.

For a complete list of our significant subsidiaries and associated companies, see note 29 to our consolidated financial statements.

Overview of Our Revenues by Service Area

Net revenues by business line and geographic market (domestic or international) are specified in the table below. These revenues are generated by our various
business lines operating in Denmark and 12 other countries in Europe. Since 2001, more than half of our net revenues have come from operations outside of Denmark. A discussion of our revenues by service area is included in "Our Subsidiaries" below,
and in Item 5 under "Results of Operations by Business Line".

|DKK
      M                                    | Year
      Ended December 31, |  
|---------------------------------------------- | ----------------------------- | -
|                                               | 2002                          |  
|                                               |                               |  
|TDC Solutions                                  | 19,393                        |  
|TDC Mobile
      International                 | 13,688                        |  
|TDC Switzerland                                | 8,932                         |  
|TDC Directories                                | 1,465                         |  
|TDC Cable
      TV                             | 1,335                         |  
|Other activities,
      including TDC A/S, TDC |                               |  
|Services
      and eliminations                | (2,802                        | )
|                                               |                               |  
|Total                                          | 42,011                        |  
|of
      which                                 |                               |  
|International
      activities                 | 19,117                        |  
|Domestic
      activities                      | 22,894                        |  

Our Subsidiaries

TDC
  Solutions

TDC Solutions offers a wide range of communications services in Denmark and the Nordic countries as well as in the Czech Republic through our subsidiary,
Contactel. Our activities include landline telephony, convergence products, broadband solutions, advanced security and hosting services, data communications services and Internet services, leased lines, sale of terminals and installation.

At year-end 2004, TDC Solutions had 11,432 full-time employee equivalents and 4.4m customers, with 4.2m in the domestic market and 237,000 in international
subsidiaries. Net revenues were DKK 18,590m in 2004.

Landline
  telephony
       Landline
  telephony represents the major share of net revenues in TDC Solutions and totaled
  DKK 9,643m in 2004, corresponding to 52% of net revenues, down DKK 444m compared
  with 54% in 2003.

The general market for traditional landline telephony is sagging because of the migration toward mobile telephony and IP-based technology. TDC Solutions'
market share has also declined. To counter this development, TDC Solutions launched TDC Samtale in 2004 giving unlimited landline minutes in off-peak hours at a flat monthly rate. The number of customers using this product has rapidly
increased since it was launched, and was 173,000 at year-end 2004. TDC

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Solutions plans to launch Internet-based telephony (VoIP) for residential customers and Internet-based TV (TVoIP) in 2005.

Data
  communications and Internet services
       In
  2004, net revenues from data communications and Internet services totaled DKK
  3,840m, corresponding to 21% of total net revenues compared with 18% in 2003.
  The business area comprises mainly broadband, dial-up traffic, data communications
  services and private IP-based networks.

The migration from dial-up toward broadband products continued in 2004. The xDSL penetration per Danish household continued to rise in 2004 to approximately
23% at year-end. This area has grown considerably, with 556,000 customers at year-end 2004 compared with 405,000 in 2003.

In 2004, TDC was the first Danish operator to launch a nationwide network of wireless hotspots in selected geographical areas, from where the Internet can be
accessed. At year-end 2004, TDC had 435 wireless hotspots in Denmark. We expect continued progress within wireless technology.

Terminal
  equipment, installation etc.
       With
  net revenues of DKK 2,578m in 2004, terminal equipment etc. was the third-largest
  contributor to TDC Solutions net revenues, corresponding to a share of
  14% compared with 13% in 2003. This business area includes sales and installation
  of hardware ranging from handsets to large switchboards and service agreements.

Leased
  lines
       Net
  revenues from leased lines aggregated DKK 1,117m in 2004 and represented 6%
  of total net revenues compared with 7% in 2003. This business area includes
  both domestic and international leased-line services.

Other
  services
       TDC
  Solutions' remaining share of net revenues includes mainly operator services
  such as directory inquiries and mobile telephony, primarily Duét.

In September 2004, we announced an acquisition offer to the owners of shares and convertible bonds in Song Networks Holding AB, and at the beginning of
November 2004 we announced that the offer had been accepted. By year-end 2004, we owned 99.4% of Song Networks Holding AB. The total purchase price totalled DKK 4.6bn. The name of the company has now been changed to TDC Song. The acquisition of Song
Networks Holding AB will create a major pan-Nordic infrastructure based supplier of communications solutions to the business market.

Subsidiaries
       Of
  our fully owned subsidiaries TDC Song had 858 full-time employee equivalents
  at year-end 2004. NetDesign, a leading provider of IP/LAN infrastructure, had
  122 full-time employee equivalents at year-end 2004, and Contactel, our provider
  of Internet and landline telephony in the Czech Republic, had 268 full-time
  employee equivalents at year-end 2004. TDC Norge, our fully-owned Norwegian-based
  provider of Internet, telephony and data services, had 103 full-time employee
  equivalents at year-end 2004. And finally, TDC Internordia, our fully-owned
  Swedish-based provider of telecoms equipment for business customers, had 237
  full-time employee equivalents at year-end 2004.

TDC Mobile International

TDC Mobile International is the leading provider of mobile telecommunications services in Denmark and is present in a number of European countries. Its
activities include primarily mobile telephony, sale of terminals, data services and sale of traffic to Danish service providers.

Over the past few years, the domestic mobile sector has experienced fierce price competition that has resulted in a market consolidation in 2004, where the
two largest service providers Telmore and CBB were acquired by TDC and Sonofon, respectively, and Orange Danmark was taken over by TeliaSonera. Earnings from operations were impacted by

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price competition, with many customers choosing to switch to cheaper Internet-based solutions, and the continued use of handset subsidies.

At year-end 2004, TDC Mobile International had 2,464 full-time employee equivalents and 5.6m customers, with 2.1m in domestic operations, 2.6m in Talkline
and 929,000 in Bité. Net revenues were DKK 15,105m in 2004.

Subsidiaries
       TDC
  Mobile International has three main business units: the domestic operations,
  Talkline and Bité. TDC Mobile International also has ownership shares
  in the mobile companies One, Polkomtel and Telmore International

TDC
  Mobil
       TDC
  Mobils business areas include: retail, including mobile telephony and
  sale of terminals, and wholesale activities. In 2004, net revenues from these
  areas were as follows: 51% from retail, of which 81% came from mobile telephony
  and 19% from terminals, 46% from wholesale, and revenues from other activities
  totaled 3%.

The domestic mobile market is characterized by high penetration. Further growth must therefore be achieved by developing new services and products. However,
we expect increased minute usage due to customer migration from landline to mobile telephony.

The number of SMS text messages sent continues to rise. MMS and GPRS data traffic is also strongly increasing, supported by recently launched services such
as FLY, which is a mobile phone portal offering information, services, entertainment and games.

Telmore
       Telmore
  is a Danish service provider that offers primarily mobile telephony, mainly
  as web-based self-services, in which increasing customer interest was shown
  in 2004.

At the beginning of 2004, TDC Mobile International acquired the remaining 80% of the shares in Telmore, making Telmore a wholly-owned subsidiary of TDC
Mobile International.

Telmore
  International
       In
  August 2004, TDC signed an exclusive license agreement with easyGroup, which
  allows us to use the easy brand when offering mobile telephony in up to 12 European
  countries. In November 2004, we announced that an agreement had been signed
  with a British mobile network operator T-Mobile. Telmore International was established
  and assumed ownership of a newly founded British company called easyMobile,
  which will offer mobile telephony in Great Britain under the easyMobile name
  following the Telmore concept, which offers cheap-rate mobile telephony with
  web-based subscriptions based on leased network capacity.

Talkline
  (Germany)
       TDC
  Mobile International owns 100% of Talkline, a German service provider. At year-end
  2004, the company had 2.6m mobile customers, up 23.9% from year-end 2003.

Talkline operates in three business areas: mobile telephony, content services and Call by Call pre-fix telephony. An agreement for the divestment of Talkline
Infodienste, which offers content services and Call by Call pre-fix telephony, was signed in December 2004. The divestment was effected at April 7, 2005. Net revenues in these two business areas totaled DKK 1,249m in 2004. Talkline operates as a
service provider mainly through Internet-based customer service. At year-end, Talkline had more than 500,000 customers receiving electronic bills.

In
  2004, mobile business represented 84% of Talklines total net revenues.

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Bité
  (Lithuania)
       Bité
  is a Lithuanian mobile operator that is 100% owned by TDC Mobile International.
  Bités revenues are generated primarily by mobile telephony. The
  company also offers a wide range of mobile content and data services for business
  customers. In addition, Bité is the first mobile operator in Lithuania
  to offer wholesale to service providers.

Throughout 2004, the Lithuanian market experienced growth, and penetration has been estimated at 98.8% at year-end 2004 compared with 61.6% in 2003. This
increase stemmed mainly from fierce competition between the countrys three mobile operators, resulting in falling retail prices. In 2004, Bités customer base increased 75.0% to 929,000 customers.

Polkomtel
  (Poland)
       TDC
  Mobile International holds a 19.6% stake in Polkomtel, a Polish mobile operator
  that topped seven million customers in 2004 and maintained its one-third share
  of the mobile market. Polkomtel has successfully maintained its leading position
  in the business customer segment.

One
  (Austria)
       TDC
  Mobile International owns 15% of One, the third-largest mobile operator in Austria.
  Mobile phone penetration is 89.4% and the Austrians are also among the highest
  spenders in Europe in terms of mobile telecommunications. In 2004, Ones
  customer base increased 6.0% to 1.9m customers. In October 2004, One began offering
  UMTS services, which cover downloading of music files, video telephony etc.

Polkomtel and One are recognized in TDCs Financial Statements
  using the equity method.

In March 2004, we signed a collaboration agreement with Qatar Telecom. And in June 2004, the two companies, together with a number of local investors, won a
GSM mobile telephony license in Oman. A new mobile company, Nawras Telecom, was subsequently created with Qatar Telecom as main shareholder. We indirectly own 15% of the shares.

TDC Switzerland

TDC
  Switzerlands activities cover mobile and landline telephony and Internet
  services.

TDC Switzerland has maintained its position as the second-largest telecommunications provider in the Swiss market, which is characterized by fierce
competition and a falling penetration growth rate.

At year-end 2004, TDC Switzerland had 2,307 full-time employee equivalents and 2.2m customers. Net revenues were DKK 9,692m in 2004.

Mobile
  telephony
       Mobile
  telephony represents the major share of net revenues in TDC Switzerland and
  totaled DKK 5,795m in 2004, up DKK 326m or 6.0%. The number of mobile subscriptions
  at year-end 2004 was 1.2m, an increase of 7.4%, impacted by mandatory registration
  of pre-paid customers required by Swiss legislation. Non-registered customers
  have been eliminated from the customer base.

Mobile
  telephony comprised 60% of total net revenues compared with 58% in 2003.

TDC
  Switzerland has fulfilled all UMTS license requirements by year-end 2004.

Landline
  telephonyNet
  revenues from landline telephony totaled DKK 3,138m in 2004, down 5.0% compared
  with 2003.

Landline
  telephony comprised 32% of total net revenues compared with 35% in 2003.

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The fall in landline telephony in 2004 related primarily to migration from landline to mobile telephony combined with fierce competition in the Swiss
market.

In 2004, TDC Switzerland added a new 'sunrise family' product to its range  the first of its kind on the Swiss market. The product combines the total
consumption of landline and mobile telephony in one bill  with attractive discounts.

Internet
  services
       In
  2004, the Internet services business area contributed 8% of net revenues in
  TDC Switzerland compared with 7% in 2003. The majority of the increase was driven
  by increasing xDSL activities partly offset by fewer dial-up customers.

TDC Cable TV

TDC Cable TV installs and operates cable-TV network lines, which provide TV signals for approximately 38% of Danish households. Most of the cable-TV network
has broadband Internet access. Approximately 7% of Danish households had Internet access as cable-modem customers at year-end 2004.

TDC Cable TV continued its high growth in revenues and earnings of recent years. At year-end 2004, the number of cable-TV customers totaled 982,000, up 6.3%,
and the number of customers with Internet access rose 59.0% to 186,000. In 2004, net revenues totaled DKK 1,766m, a growth of 15.9%.

Business
  areas
       TDC
  Cable TVs core business area is analog TV, which we offer in three standard
  packages (basic, medium and full-range) both to individual customers and antenna
  and housing associations. In 2005, we will begin to migrate the analogue TV
  packages toward digital packages. TDC Cable TV already offers digital TV via
  Selector.

The share of cable-modem customers will be more important in future business, which will target both individual customers and associations. In 2005, TDC
Cable TV plans to launch a new IP telephony product, voice over IP (VoIP), which allows telephony over the cable-TV network. With the introduction of IP telephony in 2005, TDC Cable TV will be able to offer its customers Triple Play solutions
containing TV, Internet and telephony from just one provider.

In addition to TDC Cable TV, Installations includes two fully-owned subsidiaries, Dansk Kabel TV and Connect Partner. Dansk Kabel TV is a leading provider of
communal aerial and cable-TV installations. In May 2004, TDC Cable TV acquired Connect Partner, an installation company specializing in complete solutions within data and telecoms networks.

TDC Directories

TDC Directories publishes printed, electronic and Internet-based products that are sold in Denmark, Sweden and Finland, with 105 printed directories in
Denmark and 412 in Sweden. Its main Internet sites are www.dgs.dk, www.lokaldelen.se and www.företagsfakta.se.

At year-end 2004, TDC Directories had 1,074 full-time employee equivalents. Net revenues were of DKK 1,436m in 2004.

Printed
  mediaThe
  majority of TDC Directories revenues are still generated by printed directories.

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TDC Directories is the market leader in Denmark and maintained its position in 2004. Revenues from printed directories in Denmark declined slightly in step
with continued competition and the shift from printed directories to Internet-based products.

Internet
  mediaOur
  primary Internet site is www.dgs.dk, which has maintained its large share of
  Internet advertising.

The online market will be our prime growth area in 2005, and TDC Directories will strive for a strong position within electronic media by continuously
developing its websites. Besides printed and Internet products, TDC Directories will focus on telephony and mobile-based information services.

Subsidiaries
       In
  addition to its domestic operations, TDC Directories has two fully-owned international
  subsidiaries, TDC Förlag AB in Sweden and TDC Hakemistot OY in Finland.

In 2004, TDC Förlag AB, which owns www.lokaldelen.se, entered into a collaboration agreement with www.spray.se, which is one of the leading Swedish
Internet search engines.

TDC Services

The primary activities of TDC Services are to provide billing, logistics, procurement, facility management, wage administration, risk management, security,
and information technology services for our other business units.

Other activities

In the beginning of 2004, TDC had a 15.9% stake in Belgacom through the ADSB consortium, which owned 50% of Belgacom, less one share. On March 25, 2004,
Belgacom had an initial public offering (IPO) at an offer price of EUR 24.50 per share. In connection with the IPO, Belgacom purchased back all of its shares from its ADSB investors, at the IPO offer. Consequently, TDC received DKK 10.9 billion from
the disposition in 2004 of its indirect investment in Belgacom, with a corresponding gain of DKK 5.5 billion.

Regulatory
  Environment

Denmark's comprehensive regulatory regime governing its telecommunications sector requires us to deliver a broad range of products to the retail and
wholesale markets, and subjects us to price regulation. With respect to landline telephony, we are subject mainly to specific regulation of retail and wholesale pricing, as well as specific requirements for accounting separation and reporting. In
mobile telephony, we are also subject to specific financial reporting requirements regarding accounting separation and reporting.

The Danish National IT and Telecom Agency has determined that our retail prices on landline subscriptions and landline call set-up charges must remain at
their current nominal level. Consequently, any increase in the cost of providing these services could dilute our earnings. The larger part of our retail offerings of leased lines must comply with a rule of cost orientation, i.e. we are required to
calibrate leased-line prices once a year in order to ensure that they exactly match the corresponding cost plus a mark-up set by the regulatory authorities.

On the wholesale market, the majority of our prices are regulated. Until 2002, interconnection prices were regulated mainly on the basis of historical cost
analyses and best-practice benchmarking against corresponding international prices. Since January 1, 2003, prices of switched interconnection traffic, interconnection capacity, shared access and unbundled access to the local loop (also known as raw
copper) as well as related co-location have been based on the results of the Long Run Average Incremental Cost model (or LRAIC). These changes in the regulatory regime brought significant market price reductions for our services at January 1, 2003.
For 2004 and 2005, a review and update of the model has

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resulted in minor price adjustments. The LRAIC model is expected to be thoroughly updated by January 1, 2006. It is uncertain how updating the model will impact our interconnection
prices.

In March 2002, the EU passed a number of directives on the regulation of the telecommunications market that were subsequently implemented into Danish law in
2003. In accordance with this legislation, the Danish National IT and Telecom Agency has performed market analyses on a number of specifically defined submarkets with respect to landline telephony, mobile telephony, leased lines, unbundled access,
broadband and television and radio transmission. The agency will use these market analyses as the basis for deciding whether a particular sub-market is subject to competition imperfections. If imperfections are identified, the agency will designate
one or more operators as having significant market power in the relevant sub-market, and will then decide which regulative measures are appropriate to eliminate the imperfections. Such measures include the acceptance of a reasonable request for
interconnection, non-discrimination, reference offers, transparency, accounting separation, price controls and cost accounting obligations.

We have been deemed to have a strong market position in almost all the specifically defined submarkets where market analyses are being or have been carried
out and where the Danish National IT and Telecom Agency has concluded that there is no real competition. However, regarding the markets for domestic traffic for business customers and for mobile access, the agency has concluded that real competition
does exist and the existing regulation of TDC Mobil in this market will be repealed, including TDC Mobils obligations concerning resale and national roaming. We expect this development to be revenue neutral.

We are already subject to regulation, including price regulation, in the landline markets and it is unclear whether the regulation, including price
regulation, will be changed as a result of the market analyses. The mobile markets, on the other hand, are not currently covered by price regulation. If the market for termination of mobile calls in individual networks and the domestic market for
international roaming become subject to price regulation in the future, such regulation may have a negative impact on TDC Mobils revenues and earnings.

Until market analyses of the relevant submarkets have been completed and the Danish National IT and Telecom Agency has decided whether to adopt new
regulative measures or revoke former measures, the current regulation will be maintained in each relevant sub-market. Decisions for all the markets, except the market for television and radio transmission, are expected during the first half of 2005.

Almost half of our 2004 net revenues are related to operations outside Denmark including operations in a number of emerging markets. Our international
operations may be affected by a lack of foreign liberalization in the telecommunications sector and political, economic and legal developments in these foreign countries.

Research and Development, Patents and Licenses

Our research and development activities currently focus on next-generation services and network platforms in the landline and mobile sectors. This includes
development of broadband applications and services, as well as IP-based and UMTS network platforms, and wireless LAN capabilities. Furthermore, we participate in international programs, including standardization efforts, and cooperate with
independent research organizations. Although we expect our research and development efforts to contribute to future revenue growth, our results of operations and cash flows are not dependent upon the success of such efforts.

We do not believe that we are dependent on any individual patent or other intellectual property right. To offer mobile telecommunications services in the
different countries in which it operates, TDC Mobile International is dependent on licenses from the relevant authorities in each of those countries, some of which have limited terms. Although we expect that TDC Mobile International will be able to
renew these licenses as necessary, they have no legal entitlements in this regard.

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Property, Plant and Equipment

Our principal properties consist of numerous telecommunications installations, including exchanges of various sizes, transmission equipment, cable networks,
base stations for mobile networks and equipment for radio communication, all of which are mainly located in Denmark. We also have numerous computer installations, which are primarily located in Copenhagen and Aarhus. Generally, we own most of our
properties, although we also lease space in a number of locations.

We are actively engaged in the management of our properties. Through our TDC Services business line, we ensure that we have the use of sufficient office
premises and floor space to enable our principal business activities to be carried out effectively and on favorable terms.

The total area of our properties comprises 1371,007 square meters. As of December 31, 2004 and December 31, 2003, based on the relative distribution of
square meters owned and leased, approximately 45% of our properties were owned by us and approximately 55% were leased. As of December 31, 2004, telecommunication installations represented 84% of our total property, plant and equipment, and other
installations represented 6%, of our total property, plant and equipment.

For further information on property, plant and equipment see note 10 to our consolidated financial statements.

Competition

Since the full liberalization of the Danish telecommunications market in mid-1996, we have faced intense competition, based primarily on price, in the market
for landline telephony services. In the market for domestic and international long distance telephony services, competition has been enhanced by regulations requiring us to permit other telecommunications companies to interconnect with our network
at fixed rates. These fixed rates have been reduced numerous times over the past five years, resulting in a reduction of prices. See Item 4, Regulatory Environment.

Competition in mobile telephony has generally focused on price, coverage, range of services offered and quality of services. In Denmark, TDC Mobile
Internationals primary market, the rate of mobile telephone penetration is relatively high. Consequently, we expect growth in the number of customers to decline, as the focus of competition shifts from customer acquisition to customer
retention. As the dominant incumbent operator in the Danish domestic market for mobile telephony services, we anticipate that TDC Mobile International will be required to continue to focus on expanding the range and quality of its mobile voice and
data services in order to maintain its market share.

Corporate Governance

Our shares are listed on the Copenhagen Stock Exchange and our American Depositary Shares ("ADSs") are listed on the New York Stock Exchange ("NYSE").
Although, in general we are in compliance with the corporate governance rules of both stock exchanges, the differences between our corporate governance practices and the NYSE governance standards are set out on our web page at
http://tdc.com/article.php?dogtag=tdc_o_english_invest_corp_nyse.

Legal Proceedings

The TDC Group is awaiting the outcome of certain cases brought by TDC against other telecommunications companies. A potential favourable outcome for TDC of
one or more of these cases could result in substantial income.

The TDC Group is a party to certain pending lawsuits and cases pending with public authorities and complaint boards. Based on a legal assessment of the
possible outcome of each of these lawsuits and cases, Management is of the opinion that these will have no significant adverse effect on the TDC Group's financial position.

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Item
  5       Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our consolidated financial statements, prepared in accordance with accounting
principles generally accepted in Denmark (Danish GAAP), which differ in certain significant respects from US GAAP. For a reconciliation of the material differences between Danish GAAP and US GAAP that are relevant to us, see note 30 to the
Consolidated Financial Statements.

Certain accounting policies have been changed with effect from January 1, 2004. The impacts of these changes are reflected in our 2004 results, and
we have restated amounts from prior years for comparative purposes. A detailed discussion of the changes and the related impacts is included in "Discussion of Accounting Policies - Changed Accounting Policies" below.

Overview of Group Results

TDC A/S is a holding company operating in the communications services industry, with subsidiaries and affiliates in Denmark and 12 other European countries.
Currently, we conduct our operations through six business lines: TDC Solutions, TDC Mobile International, TDC Switzerland, TDC Cable TV, TDC Directories and TDC Services. A description of each business line is included in a separate discussion of
their results as well as in Item 4 above.

In 2004 we continued to generate positive results as a consequence of sustained stringent cost control in the domestic operations, including the effect of
our redundancy program, and by our successful xDSL sales and strong growth in our domestic mobile business. Additionally TDC Cable TV increased its customer base and earnings, while TDC Switzerland continued its positive development in earnings,
which stemmed from reduced costs and a higher activity level in the Swiss mobile market. The positive developments in our business were achieved despite fierce competition, price decreases in the domestic mobile market and a general decline in
traditional landline telephony.

The financial results for the group are summarized in the table below.

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|                                                      |        |   |        |   |        |   | Percent
      Change |  
|----------------------------------------------------- | ------ | - | ------ | - | ------ | - | -------------------- | -
|                                                      |        |   |        |   |        |   |                      |  
|DKK
      M                                           |        |   |        |   |        |   | 2003
      vs.       |  
|                                                      | 2002   |   | 2003   |   | 2004   |   | 2002                 |  
|                                                      |        |   |        |   |        |   |                      |  
|Net revenues                                          | 42,011 |   | 41,413 |   | 43,570 |   | (1.4                 | )
|Work performed
      for own purposes and capitalized | 1,465  |   | 1,291  |   | 1,225  |   | (11,9                | )
|Other operating
      income                          | 344    |   | 525    |   | 6,683  |   | 52,6                 |  
|                                                      |        |   |        |   |        |   |                      |  
|Total revenues                                        | 43,820 |   | 43,229 |   | 51,478 |   | (1.3                 | )
|                                                      |        |   |        |   |        |   |                      |  
|Operating
      expenses                              | 32,725 |   | 32,120 |   | 33,221 |   | (1.8                 | )
|Depreciation,
      amortization and write-downs      | 8,030  |   | 7,963  |   | 8,193  |   | (0.8                 | )
|                                                      |        |   |        |   |        |   |                      |  
|Total operating
      expenses                        | 40,755 |   | 40,086 |   | 41,414 |   | (1.6                 | )
|                                                      |        |   |        |   |        |   |                      |  
|Operating
      Income                                | 3,065  |   | 3,143  |   | 10,064 |   | 2.5                  |  
|                                                      |        |   |        |   |        |   |                      |  
|Income before
      tax from investments              | 1,088  |   | 818    |   | 749    |   | (24,8                | )
|Fair value
      adjustments                          | 2,687  |   | 579    |   | 178    |   | -                    |  
|Interest
      and other financial income, net        | 2,345  |   | 2,711  |   | 2,539  |   | 15,6                 |  
|                                                      |        |   |        |   |        |   |                      |  
|Interest
      and other financial expense, net       | (3,395 | ) | (3,869 | ) | (3,439 | ) | (14.0                | )
|                                                      |        |   |        |   |        |   |                      |  
|Net financials                                        | 2,725  |   | 239    |   | 27     |   | -                    |  
|                                                      |        |   |        |   |        |   |                      |  
|Income before
      income taxes                      | 5,790  |   | 3,382  |   | 10,091 |   | (41.5                | )
|Total income
      taxes                              | (1,559 | ) | (1,629 | ) | (1,351 | ) | (4.5                 | )
|Minority
      interests' share of net income         | 227    |   | (8     | ) | 2      |   | -                    |  
|                                                      |        |   |        |   |        |   |                      |  
|Net income                                            | 4,458  |   | 1,745  |   | 8,742  |   | -                    |  
|                                                      |        |   |        |   |        |   |                      |  

TDC Group

Results for each of the years shown above include the impacts of certain one-time items that are not necessarily reflective of the underlying operations, as
discussed below. In addition, the line titled "Fair Value Adjustments" includes the impacts of adjusting minority passive investments and other financial assets to fair value in accordance with Danish GAAP, which differs in some respects from the
treatment of such items under US GAAP. See note 30 to our consolidated financial statements for a reconciliation of net income under Danish GAAP to US GAAP.

The specific one-time items that have impacted our results in each of the three
  years shown above are as follows:

2004

Restructuring costs in 2004 amounted to DKK (615) million before tax and related primarily to the decision in 2004 to carry out a second phase of the
redundancy programs in the domestic operations. The restructuring costs are shown as wages, salaries and pension costs and included under operating expenses. For further explanation, see below under "Restructuring effects - Redundancy program in
domestic business".

Profit before tax on divestment of major enterprises amounted to DKK 6,440 million and included DKK 5,472 million profit from the divestment of Belgacom and
a profit of DKK 968 million from the divestment of Dan Net. These gains are shown as other operating income and included in total revenues.

The
  total net income impact of one-time items after tax and minority interests was
  DKK 6,190 million in 2004.

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2003

We
  recorded impairment losses totalling DKK (220) million before tax and DKK (164)
  million after tax related primarily to TDC Norge as well as the closure of TDC
  Directories' non-profitable Norwegian subsidiary (Storbyguiden). We recorded
  these charges as a component of depreciation, amortization and write-downs.
  The impairment related to TDC Norge resulted from unexpected negative developments,
  which indicated that previous assumptions used in the valuation of this investment
  were no longer valid. Following a thorough review of operations and future prospect
  for this investment, our estimate of the enterprise value was adjusted downward
  to reflect reduced cash flow expectations and lower terminal growth rates. Cost
  of capital assumptions were also adjusted as necessary to reflect increased
  risks associated with the ongoing investment.

Restructuring
  costs for the TDC Group amounted to DKK (1,670) million before tax and DKK (1,180)
  million after tax and related primarily to costs regarding transfer of Belgacom's
  pension liabilities to the Belgian state which amounted to DKK (951) million
  before tax , recorded as Income from investments (DKK (678) million after tax).
  Reversals of unused restructuring provisions in Talkline amounted to DKK 152
  million before tax and DKK 106 million after tax in 2003. See below under "Talkline
  Restructuring" for further discussion of the Talkline restructuring in 2001.
  Impacts from these reversals are shown as operating expense. In June 2003 we
  decided to reduce TDC's Danish workforce by 1,180 employees across the domestic
  business lines. The total costs associated with this headcount reduction were
  DKK (857) million before tax and (600) million after tax. See below under "Restructuring
  effects - Redundancy programs in domestic business".

Profit
  before tax on sales of major enterprises amounted to DKK 171million before tax
  and DKK 170 million after tax. This amount related primarily to a gain regarding
  Belgacoms buy-back of its own shares from TDC, amounting to DKK 233 million
  before tax, shown as other operating income and included in total revenues,
  as well as a loss related to the divestment of the Polish Internet activities
  by TDC Internet Polska, which was sold on April 1, 2003, amounting to DKK (62)
  million before tax, included in operating expenses.

The
  total net income impact of one-time items after tax and minority interests was
  DKK (1,174) million in 2003.

2002

We
  recorded impairment losses totalling DKK 688 million before and after tax related
  to investments in TDC Norge A/S (Norway) and TDC Internet Polska S.A. (Poland).
  We recorded these charges as a component of depreciation, amortization and write-downs.
  Furthermore, we recorded impairment losses of DKK 388 million before and after
  tax related to investments in Contactel S.A. (Czech Republic). We recorded these
  charges as Income from investments. The impairments resulted from events occurring
  in 2002, primarily related to operating environments and market developments,
  which indicated that previous assumptions used in the valuation of these investments
  were no longer valid. Following a thorough review of operations and future prospects
  for each of these investments, our estimates of enterprise value were adjusted
  downward to reflect reduced cash flow expectations and lower terminal growth
  rates. Cost of capital assumptions were also adjusted as necessary to reflect
  increased risks associated with the ongoing investments.

The
  net impact of restructuring programs was a charge of DKK 556 million before
  tax and DKK 359 million after tax in 2002. These amounts consist of our pro
  rata share of a restructuring program at Belgacom of DKK 925 million before
  tax, recorded as Income from investments (DKK 610 million after tax), offset
  by reversals of unused restructuring provisions, primarily at Talkline, DKK
  369 million before tax and DKK 251 million after tax. See below under "Talkline
  Restructuring" for further discussion of the Talkline restructuring in 2001.

Offsetting
  these negative items, we realized gains of DKK 489 million before and after
  tax resulting primarily from asset sales by Belgacom during 2002. In February
  2002, Belgacom sold a portion of its interest in Ben, a mobile operator in the
  Netherlands, resulting in a tax-free gain of DKK 343 million for TDC. We also
  realized a tax-free gain of DKK 123 million related to Belgacom's sale of Belgacom
  France in 2002. These gains are shown as income from investments.

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The
  total net income impact of one-time items after tax and minority interests was
  DKK (859) million in 2002.

Restructuring effects

Redundancy programs in domestic business

In June 2003 we decided to reduce TDC's Danish workforce by 1,180 employees. The total costs associated with this headcount reduction were DKK (857) million
before tax and DKK (600) million after tax. We agreed with 961 employees that they could leave TDC voluntarily before the end of 2003. Another 219 employees were notified of the termination of their employment with us and they also left in 2003.
Other than the above costs associated with the headcount reduction, the headcount reduction had no significant financial impact in 2003.

In January 2004, we decided to implement a second phase of our redundancy programs. The costs related to these redundancies totalled DKK (643) million before
tax and DKK (450) million after tax. In total, 1,558 employees have now left the Group during 2003 and 2004 in connection with these domestic redundancy programs.

The decision regarding the headcount reduction follows from TDC's domestic business experiencing a certain amount of stagnation, resulting from a weak Danish
economy, fierce competition and increased regulation. The range of IP-based telephony solutions and the migration to mobile telephony and ADSL have resulted in declining landline traffic. Further, technological developments like web based
self-service and "do-it-yourself" installation products will continue to reduce the manning need in the Danish business. This has caused decline in sales growth and production volumes, resulting in employee redundancy.

Employee stock ownership program

On November 4, 2003 TDC decided to offer shares in TDC A/S to employees in the TDC Group, employed by Danish companies in which TDC has a share ownership
greater than 50%. Approximately 15,500 employees were each offered up to 90 shares at a price of DKK 100 per share. The shares will be held in custody for five calendar years. Employees could purchase TDC A/S shares, up until December 2, 2003.
12,509 employees accepted the offer and bought approximately 1,090,370 shares. The shares were bought by TDC on behalf of its employees in the market and the associated expense was recorded as a one-time expense in the business lines, but was
eliminated on group level where the expense was recorded against shareholder equity.

Share option program for employees in foreign subsidiaries

In November 2004, employees in 100% owned foreign subsidiaries were granted options, which give the right to purchase 90 shares in TDC A/S at an exercise
price of DKK 78 per share. Employees in the US were offered options that gave them the right to purchase 113 shares in TDC A/S at an exercise price of DKK 108 per share.

The options vest five years after the granting, provided the employee has been continuously employed in an eliglible subsidiary. In total 3,095 employees
were granted 278,711 options with a total fair value of DKK 27 million. The calculations of fair values have been based on the Black-Scholes option-pricing model. The following assumptions have been used for the calculations: a dividend per share of
DKK 12.50, a volatility of 28%, a risk-free interest rate of 3.3% and remaining option lives of 5 years.

Talkline Restructuring

During 2001 we commenced an investigation of Talklines strategic options and in October 2001 we committed to a plan to restructure Talklines
operations. The result of our investigations was a decision to terminate Talklines landline

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and Internet activities and to divest its Dutch mobile activities through a sale to a third party. The closure of the landline and Internet activities was conducted primarily through
abandonment, and all financial issues related to the exit plan were substantially completed during 2003. Its German mobile and InfoDienste activities continue to operate.

The total restructuring charge was expensed in 2001 in the business line TDC Mobile International A/S, and consisted of the following elements:

| |  | DKK
      815 million for exit costs relating to existing obligations; and  
| | - | ----------------------------------------------------------------------------
| |  | DKK
      120 million for cost relating to involuntary termination benefits.

During 2002, management of TDC Mobile International determined that a portion of the originally anticipated restructuring costs would not be incurred, due
primarily to the successful transfer of a large number of landline and Internet customers to other providers, thereby avoiding contract termination costs. As a result, we reduced the restructuring liability in 2002, with a corresponding reduction to
operating expenses. The income statement impact was DKK 327 million before tax and DKK 245 million after tax.

During 2002, approximately DKK 315 million was charged against the Talkline restructuring liability, and 228 employees were terminated under the provisions
of the plan. As of December 31, 2002, approximately DKK 238 million of the restructuring liability remained. The Talkline restructuring was designed to eliminate under-performing parts of the business, resulting in improved operating margins.

During 2003, management of TDC Mobile International determined that a portion of the originally anticipated restructuring costs would not be incurred, due
primarily to avoided costs in relation to termination of contracts with agents, dealers and customers. Reversals of unused restructuring provisions in 2003 in Talkline amounted to DKK 152 million before tax and DKK 106 million after tax. Further,
during 2003 DKK 18 million was charged against the Talkline restructuring liability. As of December 31, 2003 and 2004, approximately DKK 68 million and DKK 31 million of the restructuring liability remained.

Disposal of Belgacom

In the beginning of 2004, TDC had a 15.9% stake in Belgacom through the ADSB consortium, which owned 50% of Belgacom less one share. On March 25, 2004,
Belgacom had an initial public offering (IPO) at an offer price of EUR 24.50 per share. In connection with the IPO, Belgacom purchased back all of its shares from its ADSB investors, at the IPO offer price. Consequently, TDC received DKK 10.9
billion from the disposition in 2004 of its indirect investment in Belgacom with a corresponding gain of DKK 5.5 billion.

Results of Group Operations

Following is a discussion of the consolidated results of TDC Group on an as-reported basis without adjusting for the one-time items discussed above. In
addition, the developments in 2002, 2003 and 2004 were impacted by certain major changes in activities and ownership shares. Effective April 1, 2003, we changed from gross to net accounting of content settlement with respect to Talkline Infodienste
as a consequence of transferring the debtor risk to the content providers.

In January 2004, we agreed with Telmores shareholders to buy the remaining 80% stake in the company. TDC Mobile International now owns 100% of Telmore.
In August 2004, we sold Dan Net, which operates with data clearing for mobile and landline operators, electronic data interchange and e-commerce solutions, also inSeptember, we announced our acquisition offer to the owners of shares and convertible bonds in Song Networks Holding AB, and at the beginning of November we could announce that the offer had been
accepted.

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Net Revenues

Our net revenues amounted to DKK 43,570 million in 2004, up DKK 2,157 million or 5.2% compared with 2003. This growth stemmed mainly from our mobile
businesses in Denmark, Germany and Switzerland, our domestic broadband and cable-TV businesses, increased revenues in Talkline Infodienste and the inclusion of TDC Song from November 2004. This positive increase was partly offset by lower revenues
from traditional landline telephony caused by the migration toward mobile telephony and private IP-based networks, as well as lower volumes of transit traffic.

In 2003 net revenues declined by 1.4% to DKK 41,413 million. The decrease was due primarily to lower revenues from our Talkline subsidiary due to the change
from gross to net accounting of content settlement in Talkline Infodienste as of April 1, 2003 as a consequence of transferring the debtor risk to the content providers. Traditional landline services also contributed to the decrease, due to the
migration toward mobile telephony and private IP-based networks and regulator-required price reductions. In addition, volume reductions in selected low margin areas in TDC Solutions (such as transit traffic) and Talkline Infodienste resulted in
decreased net revenues. These decreases were partly offset by higher net revenues in the mobile businesses in Denmark, Germany and Switzerland as well as the Danish ADSL and cable TV business areas.

Total Revenues

Total revenues consist of net revenues, work performed for own purposes and capitalized, and other operating income. Changes in total revenues in 2004, aside
from the net revenue changes discussed above, resulted primarily from an increase in other operating income of DKK 6,158 million stemming primarily from sale of Belgacom DKK 5,472 million and sale of Dan Net DKK 968 million. This was partly offset
by declined activity level in work performed for own purposes and capitalized in 2004. Changes in total revenues in 2003, aside from the net revenue changes discussed above, resulted primarily from decreased level in work performed for own purposes
and capitalized partly offset by an increase in other operating income DKK 181 million to DKK 525 million.

Operating Expenses

Our operating expenses are composed of transmission costs, raw materials and supplies; other external charges; and wages, salaries and pension costs.
Operating expenses increased from DKK 32,120 million in 2003 to DKK 33,221 million in 2004, primarily due to higher transmission costs in TDC Mobil and Talkline as a result of increased voice and SMS traffic. A modest increase resulted from higher
transmission costs in TDC Solutions. Other external charges increased from DKK 8,019 million in 2003 to DKK 8,208 million in 2004. The increase stemmed largely from higher marketing and customer-acquisition costs in TDC Mobil and Talkline and the
inclusion of TDC Song from November 2004, partly offset by stringent cost control in the domestic operations. Wages, salaries and pension costs decreased in 2004, from DKK 9,055 million in 2003 to DKK 8,637 million in 2004. The decrease reflected
primarily a decline in the number of average full-time employee equivalents, more than offsetting increased costs due to the second phase of the redundancy programs in the domestic operations.

Operating expenses declined from DKK 32,725 million in 2002 to DKK 32,120 million in 2003. Much of the decrease resulted from a change from gross to net
accounting of content settlement with respect to Talkline Infodienste in April, 2003, as well as lower transmission costs in Talkline Infodienste and in TDC Solutions resulting from lower transit traffic volumes. Other external charges also
decreased, stemming largely from streamlining of operations at TDC Switzerland and at TDC Solutions, stringent costs controls, as well as the restructuring of Talkline. These decreases were partially offset by the impact of the following one-time
items: the domestic redundancy programme, and the higher costs associated with the purchase of handsets and higher transmission costs from increased voice and SMS traffic volumes.

Depreciation, Amortization and Write-downs

Depreciation, amortization and write-downs rose DKK 230 million or 2.9% to DKK 8,193 million in 2004. The figure was impacted by impairment charges as
discussed above. Adjusted for one-time items, depreciation, amortization and write-downs increased by DKK 450 million in 2004. This increase related primarily to reassessment of assets useful

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lives in TDC Solutions, and increased depreciation and amortization in connection with the inclusion of Telmore from February 2004, and TDC Song from November 2004.

In 2003, depreciation, amortization and write-downs decreased 67m or 0.8% to DKK 7,963 million compared with DKK 8,030 million in 2002. The figures for both
years were impacted by impairment charges as discussed above. Adjusted for one-time items, depreciation, amortization and write-downs increased by DKK 401 million in 2003. The increase stemmed mainly from reassessment of assets' useful lives and
change in asset mix toward assets with shorter lifetimes in TDC Solutions, combined with the impact of higher amortization of goodwill and other intangible assets in TDC

Switzerland following the acquisition of the remaining shares in TDC Switzerland at the end of February 2003. These increases were partly offset by a lower asset base on IT equipment
mainly due to expiration of useful lives on software.

Income from Investments

Income from investments consists of our share of income before tax from investments accounted for using the equity method. Income before income taxes from
associated enterprises totaled DKK 749 million in 2004 compared with DKK 818 million in 2003 and DKK 1,088 million in 2002.

Adjusted for one-time items recorded by the associated enterprises, income before income taxes from associated enterprises decreased DKK 1,020 million in
2004 compared with 2003, reflecting primarily the divestment of Belgacom. Adjusted for one-time items, income before income taxes from associated enterprises decreased DKK 156 million in 2003 compared with 2002, reflecting primarily a decrease in
income in Belgacom (DKK 173 million) and Polkomtel (DKK 36 million) which is partly offset by increase in One (DKK 49 million).

Fair Value Adjustments

In accordance with the requirements of the Danish Financial Statements Act, we record income (or loss) related to changes in the fair value of minority
passive investments and other financial assets. Minority passive investments consist of investments in equity securities of a company where we do not have significant influence over its management.

In 2004, fair value adjustments amounted to income of DKK 178 million which mainly related to a gain on sale of a financial asset.

In 2003, fair value adjustments amounted to income of DKK 579 million, of which fair value adjustments of minority passive investments were DKK 412 million
and related primarily to the sale of the Ukrainian mobile company UMC. The remaining amount of DKK 167 million was primarily related to fair value adjustments of derivatives, as a result of the decrease in medium and long term interest rates.

In 2002, fair value adjustments aggregated an income of DKK 2,687 million, comprising fair value adjustments of minority passive investments of DKK 2,573
million related primarily to the sale of shares in the Dutch mobile company Ben and other fair value adjustments of DKK 114 million.

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Interest and Other Financial Expenses, Net

Interest and other financial income amounted to DKK 2,539 million in 2004, a decrease of DKK 172 million compared with DKK 2,711 million in 2003. Interest
and other financial income increased DKK 366 million in 2003 from DKK 2,345 million in 2002.

Interest and other financial expenses totaled DKK (3,439) million in 2004, down DKK 430 million compared with DKK (3,869) million in 2003. Interest and other
financial expenses increased DKK 474 million in 2003 from DKK (3,395) million in 2002.

Interest and other financial expenses, net, amounted to DKK (900) million in 2004, a decrease of DKK 258 million, compared with DKK (1,158) million in 2003.
This development reflected mainly lower average net interest-bearing debt, due mainly to proceeds from the sale of our shares in Belgacom. Interest and other financial expenses increased by DKK 108 million to DKK (1,158) million in 2003. The
increase reflected a combination of lower average net interest bearing debt and higher average interest rates.

Average net debt decreased in 2004 to DKK 18,649 million from DKK 31,630 million in 2003 and DKK 29,393 million in 2002. The decrease was primarily impacted
by the divestment of Belgacom, partly offset by acquisition of treasury shares, TDC Song, NetDesign, and the remaining stake in Telmore.

Income Taxes

Total income taxes decreased to DKK 1,351 million in 2004 from DKK 1,629 million and our effective tax rate was 13.4% in 2004 compared with 48.2% in 2003.
The decrease in the effective tax rate mainly related to the tax free divestment of Belgacom and Dan Net in 2004. Furthermore, the reduction in our effective tax rate was related to the negative impact of a limitation of the tax deductibility of
goodwill amortization as a result of amendments to Danish tax law in 2003.

Our effective tax rate increased significantly in 2003, to 48.2% from 26.9% in 2002. The increase was related mainly to the tax free divestment of Ben in
2002, higher goodwill amortization in 2003 related to TDC Switzerland (non-deductible for tax purposes). Furthermore, the increase in our effective tax rate was related to the negative impact of a limitation the tax deductibility of goodwill
amortization as a result of amendments in Danish tax law in 2003.

Minority Interests

In 2004, minority interests share of net income amounted to an income of DKK 2 million compared with an loss of DKK 8 million in 2003 and an income of
DKK 227 million in 2002. The change from 2002 to 2003 was related mainly to changes in ownership shares in TDC Norge, TDC Internet Polska and TDC Switzerland

Results of Operations by Business Line

Following our strategic realignment in November 2000, and the decision to merge TDC Tele Danmark and TDC Internet in January 2003 to form TDC Solutions, we
have separated our operations into distinct lines of business focusing on specific products, services and customers. Each business line generates discrete financial results for performance measurement purposes. We had six business lines since 2003,
consisting of TDC Solutions, TDC Mobile International, TDC Switzerland, TDC Directories, TDC Cable TV and TDC Services. With the exception of TDC Services, each of the business lines is discussed separately below. Results of TDC Services are
discussed together with TDC A/S (parent company) expenses, and intercompany eliminations.

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Our management evaluates business line performance based on results adjusted for one-time items. We believe that the one-time items excluded from business
line results do not reflect the underlying fundamentals of the business, and should be analysed separately. Therefore, the figures in the following tables, and the related discussions of results, have been adjusted to exclude the impact of one-time
items previously discussed. Information is provided to allow reconciliation of adjusted results to results on an as-reported basis.

TDC Solutions

TDC Solutions provides a full range of communications services for customers in Denmark, including telephony services, broadband solutions, advanced security
and hosting services, data communications services, terminal sales and leased lines. In addition, TDC Solutions offers a more limited range of products and services to customers in Norway, Sweden and the Czech Republic. The table below sets forth
results for TDC Solutions.

TDC Solutions

|                                                     |        |  |        |  |        |  | Percent
      Change |  
|---------------------------------------------------- | ------ |  | ------ |  | ------ |  | -------------------- | -
|                                                     |        |  |        |  |        |  |                      |  
|DKK
      M                                          |        |  |        |  |        |  | 2003
      vs.       |  
|                                                     | 2002   |  | 2003   |  | 2004   |  | 2002                 |  
|                                                     |        |  |        |  |        |  |                      |  
|Revenues                                             |        |  |        |  |        |  |                      |  
|Landline
      telephony                             | 10,934 |  | 10,087 |  | 9,643  |  | (7.7                 | )
|Retail                                               | 8,028  |  | 7,604  |  | 7,453  |  | (5.3                 | )
|Subscription
      fees                              | 4,044  |  | 3,828  |  | 3,659  |  | (5.3                 | )
|Voice
      traffic                                  | 3,983  |  | 3,776  |  | 3,794  |  | (5.2                 | )
|Wholesale                                            | 2,906  |  | 2,483  |  | 2,190  |  | (14.6                | )
|Transit
      traffic                                | 1,211  |  | 1,011  |  | 704    |  | (16.5                | )
|Other                                                | 1,695  |  | 1,472  |  | 1,486  |  | (13.2                | )
|Leased
      lines                                   | 1,569  |  | 1,234  |  | 1,117  |  | (21.4                | )
|Data
      communication and Internet services       | 2,614  |  | 3,257  |  | 3,840  |  | 24.6                 |  
|Terminal
      equipment                             | 2,684  |  | 2,425  |  | 2,578  |  | (9.6                 | )
|Other                                                | 1,592  |  | 1,582  |  | 1,412  |  | (0.6                 | )
|                                                     |        |  |        |  |        |  |                      |  
|Total
      net revenues                             | 19,393 |  | 18,585 |  | 18,590 |  | (4.2                 | )
|Other
      revenues                                 | 1,549  |  | 1,345  |  | 1,284  |  | (13.2                | )
|                                                     |        |  |        |  |        |  |                      |  
|Total revenues                                       | 20,942 |  | 19,930 |  | 19,874 |  | (4.8                 | )
|Operating
      expenses                             |        |  |        |  |        |  |                      |  
|Transmission
      costs, raw materials and supplies | 5,653  |  | 5,454  |  | 5,576  |  | (3.5                 | )
|Other
      external charges                         | 4,620  |  | 4,151  |  | 4,101  |  | (10.2                | )
|Wages,
      salaries and pension costs              | 4,895  |  | 4,611  |  | 4,303  |  | (5.8                 | )
|Depreciation,
      amortization and write-downs     | 3,079  |  | 3,401  |  | 3,608  |  | 10.5                 |  
|                                                     |        |  |        |  |        |  |                      |  
|Total operating
      expenses                       | 18,247 |  | 17,617 |  | 17,588 |  | (3.5                 | )
|                                                     |        |  |        |  |        |  |                      |  
|Operating
      income                               | 2,695  |  | 2,313  |  | 2,286  |  | (14,2                | )
|Operating
      margin                               | 12,9%  |  | 11,6%  |  | 11,5%  |  |                      |  

The results shown in the table above exclude certain one-time items that do not necessarily reflect the underlying fundamentals of the business. If these
items had been included in the results above, operating income would have been increased by 506 million in 2004, reduced by DKK 857 million in 2003, and reduced by DKK 688 million in 2002. The amount for 2004 consists of (i) gain regarding sale of
Dan Net A/S (DKK 968 million) partly offset by (ii) the impact from the redundancy program (DKK (462) million). The amount for 2003 consists of (i) the impact from the redundancy program (DKK (525) million) (ii) loss on sale of TDC Internet Polska
(DKK (62) million) (iii) impairment of fixed assets in TDC Norge (DKK (186) million), and (iv) impact from the employee stock ownership program (DKK (84) million). The amount for 2002 consists of (i) an impairment of goodwill related to TDC Norge
(DKK (352) million), and (ii) impairment losses related to TDC Internet Polska (DKK (336) million).

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Net Revenues

In 2004, TDC Solutions net revenues totalled DKK 18,590 million, which is in line with 2003. Net revenues from data communications and Internet
services increased, impacted by the inclusion of TDC Song from November 2004. This increase was partly offset by the decline in traditional landline telephony stemming from migration from traditional landline telephony to mobile telephony and
private IP-based networks. In addition, net revenues were negatively impacted by lower international transit traffic and declining revenues from leased lines, due to migration toward private IP-based networks. In 2003 net revenues decreased DKK 808
million or 4.2% from DKK 19,393 million in 2002. The landline voice market in Denmark is one of the most open and competitive in Europe. Retail price cap regulations require us to reduce landline voice prices in real terms each year, and attractive
wholesale interconnection rates have stimulated competition from alternative providers. In addition, traditional landline services, both domestic and international, are under pressure due to a migration toward mobile telephony and private IP-based
networks.

Net revenues from landline telephony, retail decreased DKK 151 million or 2.0% to DKK 7,453 million in 2004, and DKK 424 million or 5.3% in 2003 from 8,028
million in 2002. This net revenue category consists primarily of retail voice traffic and subscription fees. Net revenues from subscriptions decreased DKK 169 million or 4.4% to DKK 3,659 million in 2004, and DKK 216 million or 5.3% to DKK 3,828
million in 2003. The declines were driven mainly by a fall in the number of domestic customers reflecting the migration from traditional landline telephony to mobile telephony and private IP-based networks as well as increased competition between
landline operators. Net revenues from landline traffic amounted to DKK 3,794 million in 2004, up DKK 18 million or 0.5% and reflected primarily the inclusion of TDC Song from November 2004. To this should be added increased revenues from convergence
products and the full consolidation of Contactel in the second half of 2003 following an increased ownership share. This increase was partly offset by reduced net revenues from traditional landline traffic in the domestic operations. In 2003
landline traffic decreased DKK 207 million or 5.2% from DKK 3,983 million in 2002. This decrease was driven by a declining customer base and fewer minutes sold. Regulator-required price reductions of 1.6% in 2003 (traffic and subscription on
average) also contributed to the revenue decrease.

Net revenues from landline telephony, wholesale decreased DKK 293 million or 11.8% to DKK 2,190 million in 2004 and DKK 423 million or 14.6% to DKK 2,483
million in 2003. This revenue category consists primarily of domestic and international wholesale traffic as well as domestic service provider revenues. In 2004 net revenues from transit traffic decreased DKK 307 million or 30.4%, driven primarily
by lower international transit traffic revenues due to lower prices and a fall in traffic minutes of approximately 22.6%. In 2003 net revenue from transit traffic decreased DKK 200 million or 16.5% to DKK 1,011 million driven by lower international
transit traffic revenues due to lower prices. Furthermore, other wholesale revenues decreased DKK 223 million or 13.2% to DKK 1,472 million due mainly to interconnect revenues decreasing DKK 198 million or 27.4% as a result of a 6.4% decline in
national interconnect volumes and a number of regulator-required price reductions of up to 60% following the implementation of LRAIC model from January 1, 2003.

Net revenues from data communications and Internet services rose DKK 583 million or 17.9% to DKK 3,840 million in 2004 and DKK 643 million or 24.6% to DKK
3,257 million in 2003. This revenue category includes primarily xDSL, dial-up and IP services as well as Internet activities. The growth in 2004 was generated primarily by increased xDSL sales, driven by migration from dial-up to xDSL. The domestic
xDSL customer base grew 37.3% to 556,000 customers at year-end 2004. The growth was also impacted by the inclusion of TDC Song from November 2004, and by the full consolidation of Contactel in the second half of 2003 following an increased ownership
share, partly offset by declining net revenues from dial-up customers and the impact of the divestment of Dan Net in August 2004. In 2003 the growth was generated primarily by an increase in xDSL revenues. The domestic xDSL customer base grew 60.1%
to 405,000 customers at year-end 2003.

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Net revenues from terminal equipment etc. amounted to DKK 2,578 million, up DKK 153 million or 6.3% compared with 2003. Net revenues from terminal equipment
fell 9.6% in 2003 to DKK 2,425 million. This revenue category includes primarily sales and installation of hardware ranging from handsets to large switchboards, and service agreements with domestic and international business customers. The increase
in 2004 stemmed primarily from higher terminal sales in the domestic operations and the impact of the inclusion of NetDesign from December 2004, partly offset by lower terminal sales in the Nordic subsidiaries, TDC Norge and TDC Internordia. The
decrease in 2003 stemmed primarily from Danish operations as a result of a declining market growth.

Net revenues from leased lines, including domestic and international leased-line services, aggregated DKK 1,117 million in 2004, a fall of DKK 117 million or
9.5%, following a fall of DKK 335 million or 21.4% in 2003. The decrease in 2004 stemmed primarily from a decrease in domestic leased lines that was impacted by migration toward private IP-based networks as well as fewer subscription fees following
a 7% price reduction. The decline was further impacted by lower revenues from servicing of companies with private data lines. The declining revenue level in 2003 stemmed primarily from a decrease in the number of domestic leased lines that was due
to migration primarily toward xDSL as well as an 8% regulator-required price reduction imposed in August, 2002.

Net revenues from other services (mobile telephony and operator services) amounted to DKK 1,412 million, down DKK 170 million or 10.7% compared with 2003,
and related largely to the impact from the divestment of Dan Net as at August 1, 2004. In 2003, net revenues decreased DKK 10 million or 0.6% from DKK 1,592 in 2002.

Total operating Expenses

Total operating expensesdecreased DKK 29 million or 0.2% in 2004 to DKK
17,588 million from DKK 17,617 million in 2003. In 2003 total operating expenses decreased DKK 630 million or 3.5% from DKK 18,247 million in 2002. The decrease in 2003 resulted from lower costs related to other external charges due to both
stringent cost control and less work performed for own purposes and capitalized as a result of generally lower activity. Furthermore, other external charges from international activities also decreased. Also lower wages, salaries and pension costs
primarily due to a decrease in full-time equivalents. Depreciation, amortization and write-downs increased reflecting primarily reassessment of assets' useful lives and a change in asset mix toward assets with shorter lifetimes.

Transmission costs, raw materials and suppliesamounted to DKK 5,576
million in 2004, up DKK 122 million or 2.2% compared with 2003. The increase stemmed mainly from the inclusion of TDC Song from November 2004 and the full consolidation of Contactel in the second half of 2003 following an increased ownership share.
Transmission costs were also impacted by increased traffic from convergence products. These increases were partly offset by declining transmission costs caused by lower international transit traffic and falling landline traffic, balancing declining
net revenues from these areas. Transmission costs, raw materials and supplies decreased by DKK 199 million or 3.5% to DKK 5,454 million in 2003. The decrease stemmed mainly from lower domestic consumption of raw materials related to lower terminal
sales, as well as lower transmission costs related to a decrease in prices for international transit traffic and in landline traffic volumes, partly offset by increased traffic on the landline/mobile convergence products PlusNet Mobil and
Duét.

Other external chargesdecreased DKK 50 million or 1.2% to DKK 4,101
million in 2004. The decrease resulted primarily from stringent cost control in domestic operations and the impact from the divestment of Dan Net at August 1, 2004. The decline was partly offset by the inclusion of TDC Song from November 2004. In
2003 other external charges decreased DKK 469 million or 10.2% to DKK 4,151 million. The decrease resulted primarily from lower domestic costs due to both stringent cost control and less work performed for own purposes and capitalized as a result of
generally lower activity. Furthermore, other external charges from international activities also decreased.

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Wages, salaries and pensioncosts decreased DKK 308 million or 6.7% to DKK
4,303 million. The decrease reflected primarily a 10.5% decline in the number of average full-time employee equivalents in domestic operations stemming mainly from the redundancy programs and natural attrition. Wages, salaries and pension costs in
TDC Norge fell due to fewer full-time employees. The total average number of full-time employee equivalents in TDC Solutions fell 1,138 to 11,014 resulting mainly from the redundancy programs. Wages, salaries and pension costs decreased DKK 284
million or 5.8% to DKK 4,611 million in 2003. The decrease in 2003 resulted primarily from a decrease in full-time equivalents. The average number of full-time equivalent employees decreased by 6.7% during 2003, mainly in the domestic business area
as a result of natural attrition. The headcount reduction associated with the domestic redundancy programs had no significant impact in 2003. Furthermore wages, salaries and pension costs decreased in the foreign subsidiaries due mainly to the sale
of TDC Internet Polska and fewer employees in TDC Norge.

TDC Solutionsdepreciation, amortization and write-downsrose DKK 207 million or 6.1% to DKK 3,608 million in 2004, reflecting primarily reassessment of the useful lives of assets in domestic operations. The increase also reflects the impact of the
inclusion of TDC Song from November 2004, and higher depreciation and amortization in Contactel as a result of the full consolidation of Contactel in the second half of 2003 following an increased ownership share. Depreciation, amortization and write-downs increased DKK 322 million or 10.5% to DKK 3,401 million in 2003, reflecting primarily reassessment of assets' useful lives DKK 167 million and a
change in asset mix toward assets with shorter lifetimes.

TDC Mobile International

TDC Mobile International is the leading provider of mobile telecommunications services in Denmark and also provides telecommunications services in a number
of European countries. Its activities include primarily mobile telephony, sale of terminals, data services and sale of traffic to Danish service providers.

Over the past few years, the domestic mobile sector has experienced fierce price competition that has resulted in a market consolidation in 2004, where the
two largest service providers Telmore and CBB were acquired by TDC and Sonofon, respectively, and Orange Danmark was taken over by TeliaSonera. Operating income was impacted by price competition, with many customers choosing to switch to cheaper
Internet-based solutions, and the continued use of handset subsidies.

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|TDC
      Mobile International                       |        |  |        |  |        |  |                      |   |                | 
|---------------------------------------------------- | ------ |  | ------ |  | ------ |  | -------------------- | - | -------------- | 
|                                                     |        |  |        |  |        |  | Percent
      Change |  
|                                                     |        |  |        |  |        |  |                      |  
|DKK
      M                                          |        |  |        |  |        |  | 2003
      vs.       |   | 2004
      vs. | 
|                                                     | 2002   |  | 2003   |  | 2004   |  | 2002                 |   | 2003           | 
|                                                     |        |  |        |  |        |  |                      |   |                | 
|Revenues                                             |        |  |        |  |        |  |                      |   |                | 
|Domestic
      operations                            | 5,304  |  | 5,613  |  | 6,503  |  | 5.8                  |   | 15.9           | 
|Bité                                                 | 751    |  | 870    |  | 927    |  | 15.8                 |   | 6.6            | 
|Talkline                                             | 7,633  |  | 6,692  |  | 7,675  |  | (12.3                | ) | 14.7           | 
|                                                     |        |  |        |  |        |  |                      |   |                | 
|Total
      net revenues                             | 13,688 |  | 13,175 |  | 15,105 |  | (3.7                 | ) | 14.6           | 
|Other
      revenues                                 | 151    |  | 55     |  | 67     |  | (63.6                | ) | 21.8           | 
|                                                     |        |  |        |  |        |  |                      |   |                | 
|Total revenues                                       | 13,839 |  | 13,230 |  | 15,172 |  | (4.4                 | ) | 14.7           | 
|Operating
      expenses                             |        |  |        |  |        |  |                      |   |                | 
|Transmission
      costs, raw materials and supplies | 7,492  |  | 6,652  |  | 7,879  |  | (11.2                | ) | 18.4           | 
|Other
      external charges                         | 3,137  |  | 3,233  |  | 3,628  |  | 3.1                  |   | 12.2           | 
|Wages,
      salaries and pension costs              | 961    |  | 971    |  | 983    |  | 1.0                  |   | 1.2            | 
|Depreciation
      and amortization                  | 1,064  |  | 1,093  |  | 1,278  |  | 2.7                  |   | 16.9           | 
|                                                     |        |  |        |  |        |  |                      |   |                | 
|Total operating
      expenses                       | 12,654 |  | 11,949 |  | 13,768 |  | (5.6                 | ) | 15.2           | 
|                                                     |        |  |        |  |        |  |                      |   |                | 
|Operating
      income                               | 1,185  |  | 1,281  |  | 1,404  |  | 8.1                  |   | 9.6            | 
|Operating
      margin                               | 8.6%   |  | 9.7%   |  | 9.3%   |  |                      |   |                | 

The results shown in the table above exclude certain one-time items that do not necessarily reflect the underlying fundamentals of the business. If these
items had been included in the results above, operating income would have increased by DKK 88 million in 2003 and by DKK 350 million in 2002. The amount for 2003 consists primarily of reversal of unused provisions in Talkline, partly offset by
impact from the domestic redundancy program and the employee share ownership program. The 2002 amount consists primarily of other external charges due to a reduction of the Talkline restructuring liability following successful transfer of landline
and Internet customers, as well as gains from the sale of customer accounts, recorded in other revenues.

Net Revenues

In 2004, TDC Mobile Internationals net revenues totalled DKK 15,105 million, up DKK 1,930 million or 14.6%, stemming from increased traffic volumes in
the domestic and German markets, partly offset by lower prices, due to fierce competition in the domestic mobile market. Our net revenues from TDC Mobile International decreased to DKK 13,175 million in 2003 from DKK 13,688 million in 2002, a
decrease of DKK 513 million, or 3.7%. The decrease in 2003 resulted primarily from the change from gross to net accounting of content settlement in Talkline Infodienste in April, 2003, and the restructuring of Talkline. The decreases were partly
offset by growth in revenues from domestic operations.

Net revenues from domestic operations rose DKK 890 million or 15.9% to DKK 6,503 million in 2004. This category includes mobile traffic as well as
subscriptions and terminal sales. Growth was driven in particular by increased revenues from TDC Mobil and the inclusion of Telmore from February 2004. Growth in retail revenues from TDC Mobil stemmed primarily from 11.1% more voice traffic and
34.8% more SMS traffic. Net revenues from wholesale in TDC Mobil rose 19.1% in 2004, due mainly to increasing incoming traffic. The growth in net revenues from domestic operations was partly offset by declining average retail prices as well as
reduced subscription revenues. This reflects customer migration toward cheaper mobile solutions with self-services via the Internet and lower subscription fees, and a reduced customer base compared with 2003. In 2003 net revenues from domestic
operations rose 5.8% primarily driven by increased wholesale revenues reflecting 134.2% more SMSs sent amounting to 733 million in 2003, following 313 million SMSs in 2002, as well as growth of 79.1% in wholesale traffic volumes. The increase in
wholesale revenues was partly offset by lower retail revenues, which include lower traffic revenues resulting from lower prices due to the more intense competition in the domestic mobile market that was partly offset by 7.3% higher traffic volumes
in 2003. In addition, retail

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subscription revenues decreased due primarily to a change in product mix driven by customers changing to products with lower subscription fees, partly offset by a larger customer base, up
8.6%. Finally, the number of domestic retail SMS messages grew 17.3% to a total of 611 million in 2003.

Net revenues from Talkline rose DKK 983 million or 14.7% to DKK 7,675 million in 2004, resulting mainly from mobile operations that increased its customer
base 23.9% to 2.6 million in 2004, and revenue growth in content services. The growth was partly offset by change from gross to net accounting of content services in Talkline Infodienste in the second quarter of 2003 as a consequence of transferring
the debtor risk to the content providers. In 2003 net revenues from Talkline decreased 12.3% primarily from the change from gross to net accounting of content settlement in Talkline as well as the closure of the landline and internet activities of
Talkline in April, 2002. In addition, lower volumes in Talkline Infodienste, which operates with low-margin value added services, and Call by Call (prefix telephony) activities, contributed to the decreasing revenues. These decreases were partly
offset by growth in mobile revenues stemming from a growth in mobile customers of 22.1%.

Net revenues in Bité totalled DKK 927 million, up 6.6% or DKK 57 million, driven primarily by 75.0% growth in the customer base to 929,000 customers
in 2004 and an increase in voice traffic of 39.0% partly offset by price reductions and lower average consumption per customer. In 2003 Bité achieved a net revenue increase of 15.8% primarily as a result of growth in the number of customers
of 8.8% to 531,000.

Total operating Expenses

Total operating expenses increased 15.2% in 2004 to DKK 13,768 million following a decrease in 2003 of 5.6% to DKK 11,949 million. The increase in 2004
related primarily to rising traffic, higher costs stemming from the purchase of handsets for resale and higher marketing and customer-acquisition costs. The decrease in 2003 resulted primarily from a change from gross to net accounting of content
settlement in Talkline Infodienste in April, 2003, as well as the restructuring of Talkline.

Transmission costs, raw materials and suppliesrose 18.4% or DKK 1,227
million to DKK 7,879 million in 2004, compared with at decrease of 11.2% in 2003. In 2004, transmission costs, raw materials and supplies indomestic
operationsincreased 19.5% or DKK 387 million reflecting primarily increased voice and SMS text traffic.Talklinestransmission costs, raw materials and supplies rose 18.6% or DKK 807 million and related primarily to rising traffic and higher costs
stemming from the purchase of handsets for resale, partly offset by the change from gross to net accounting in Talkline Infodienste. Transmission costs, raw materials and supplies inBitétotaled DKK 350 million, up 10.4% or DKK 33 million. In 2003, the decrease of 11.2% was primarily related to a change from gross to net
accounting of content settlement in Talkline Infodienste, as well as the restructuring of Talkline. This was partly offset by higher costs stemming from the purchase of handsets for resale as well as higher traffic in the domestic operations.

Other external chargesamounted to DKK 3,628 million in 2004, up DKK 395
million or 12.2%, compared with an increase of 3,1% in 2003. In 2004 other external charges in domestic operations totalled DKK 1,603 million, up 9.6% or DKK 140 million in 2004, stemming primarily from increased marketing and customer-acquisition
costs. In Talkline, other external charges rose DKK 233 million to DKK 1,709 million due mainly to increased customer-acquisition costs in 2004. Bités other external charges totalled DKK 316 million, up DKK 22 million in 2004. The
increase of 3.1% in 2003 mainly related to Talkline were other external charges increased, primarily due to higher customer acquisition costs stemming from mobile customer intake. In Bité other external charges increased due to higher dealer
commissions in connection with the increase in the customer base in 2003. These increases were partly offset by a decrease of 3.4% in 2003 on other external charges in the domestic operations, primarily related to lower losses on customers, partly
offset by increased customer acquisition costs.

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Wages, salaries and pension costsamounted to DKK 983 million in 2004, up
DKK 12million or 1.2%, DKK 529 million of which was generated by domestic operations.
Talklines wages, salaries and pension costs totalled DKK 380 million compared with DKK 378 million in 2003. Wages, salaries and pension costs in Bité totalled DKK 74 million compared with DKK 70 million in 2003. Wages, salaries and
pension costs increased 1.0% in 2003.

Depreciation, amortization and write-downsin TDC Mobile International
increased DKK 185 million or 16.9% to DKK 1,278 million in 2004, driven primarily by domestic operations as a result of increased amortization in connection with the inclusion of Telmore from February 2004. In 2003, depreciation, amortization and
write-downs in TDC Mobile International were DKK 1,093 million an increase DKK 29 million compared with 2002.

TDC Switzerland

TDC Switzerland is the second-largest communications provider in Switzerland, offering landline, mobile and Internet services under the sunrise brand name.
During 2002, TDC owned approximately 79% of TDC Switzerland; however we acquired the remaining minority shares in February 2003, and now own 100% of the shares. The table below sets forth results for TDC Switzerland.

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|TDC
      Switzerland                                |        |    |       |    |        |    |                      |   |                |  
|---------------------------------------------------- | ------ | -- | ----- | -- | ------ | -- | -------------------- | - | -------------- | -
|                                                     |        |    |       |    |        |    | Percent
      Change |  
|                                                     |        |    |       |    |        |    |                      |  
|DKK
      M                                          |        |    |       |    |        |    | 2003
      vs.       |   | 2004
      vs. |  
|                                                     | 2002   |    | 2003  |    | 2004   |    | 2002                 |   | 2003           |  
|                                                     |        |    |       |    |        |    |                      |   |                |  
|                                                     |        |    |       |    |        |    |                      |   |                |  
|Revenues                                             |        |    |       |    |        |    |                      |   |                |  
|Mobile
      telephony                               | 4,876  |    | 5,469 |    | 5,795  |    | 12.2                 |   | 6.0            |  
|Landline
      telephony                             | 3,373  |    | 3,302 |    | 3,138  |    | (2.1                 | ) | (5.0           | )
|Internet
      services                              | 683    |    | 700   |    | 759    |    | 2.5                  |   | 8.4            |  
|                                                     |        |    |       |    |        |    |                      |   |                |  
|Total
      net revenues                             | 8,932  |    | 9,471 |    | 9,692  |    | 6.0                  |   | 2.3            |  
|Other
      revenues                                 | 101    |    | 106   |    | 99     |    | 5.0                  |   | (6.6           | )
|                                                     |        |    |       |    |        |    |                      |   |                |  
|Total revenues                                       | 9,033  |    | 9,577 |    | 9,791  |    | 6.0                  |   | 2.2            |  
|Operating
      expenses                             |        |    |       |    |        |    |                      |   |                |  
|Transmission
      costs, raw materials and supplies | 3,749  |    | 3,852 |    | 3,895  |    | 2.7                  |   | 1.1            |  
|Other
      external charges                         | 2,745  |    | 2,199 |    | 2,116  |    | (19.9                | ) | (3.8           | )
|Wages,
      salaries and pension costs              | 1,270  |    | 1,321 |    | 1,325  |    | 4.0                  |   | 0.3            |  
|Depreciation,
      amortization and write-downs     | 2,493  |    | 2,573 |    | 2,700  |    | 3.2                  |   | 4.9            |  
|                                                     |        |    |       |    |        |    |                      |   |                |  
|Total operating
      expenses                       | 10,257 |    | 9,945 |    | 10,036 |    | (3.0                 | ) | 0.9            |  
|                                                     |        |    |       |    |        |    |                      |   |                |  
|Operating
      income                               | (1,224 | )  | (368  | )  | (245   | )  | 69.9                 |   | 33.4           |  
|Operating
      margin                               | (13.6  | )% | (3.8  | )% | (2.5   | )% |                      |   |                |  

Net Revenues

Our net revenues from TDC Switzerland grew 2.3% in 2004 to DKK 9,692 million, following a growth of 6.0% to DKK 9,471 million in 2003.

Net revenues frommobile telephony, containing subscription fees, traffic revenues and handsets, amounted to DKK 5,795 million in 2004, up DKK 326 million or 6.0%. Our mobile customer base expanded 82,000 or 7.4% to 1.2m, which was
the main driver for our revenue growth, partly offset by a decrease in revenues from the resale of handsets compared with 2003. In 2003 net revenues from mobile telephony amounted to DKK 5,469 million, a growth of 12.2%. The main driver for revenue
growth was an increase in the mobile customer base of 133,000, or 13.6%, to 1.1m customers. Traffic volume increased 14.7% in 2003.

Net revenues fromlandline telephony, containing retail, pre-fix, and pre-select products as well as wholesale activities, decreased DKK 164 million or 5.0% to DKK 3,138 million in 2004. This development was driven mainly by a decrease
in the retail customer base from 630,000 in 2003 to 573,000 in 2004. The decrease in the retail customer base stemmed from both migration from landline to mobile telephony and intense competition in the Swiss retail market, partly offset by higher
revenues from wholesale activities. In 2003, net revenues from landline telephony amounted to DKK 3,302 million, a decrease of 2.1%. The decrease in 2003 was impacted by a decrease in the retail customer base and retail traffic stemming from intense
competition, partly offset by increased revenues from wholesale activities. A weakening of the Swiss franc relative to the Danish kroner negatively impacted the growth in 2003.

In 2004, net revenues fromInternet services, containing dial-up traffic and xDSL, rose DKK 59million or 8.4% to DKK 759 million. This revenue growth related mainly to the additional 56,000 xDSL customers, whereas the number of dial-up customers fell 113,000. In 2003 net revenues from Internet services totalled DKK 700
million, a growth of 2.5%. A growth in the xDSL customer base of 196.8% to 92,000 at year-end 2003, following a customer base of 31,000 at year-end 2002, was the primary driver of the increase in 2003.

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Total operating Expenses

Ourtotal operating expensesincreased to DKK 10,036 million in 2004 from DKK 9,945 million in 2003, compared with DKK 10,257 million in 2002. In 2004 lower other external charges was more than offset by higher transmissions costs and higher depreciation
and amortization expenses. In 2003 TDC Switzerland continued to realize cost savings from the combination of diAx and sunrise, reflected by lower other external charges more than offsetting the modest increases in salary costs, transmission costs
and depreciation expenses.

Transmission costs, raw materials and suppliesamounted to DKK 3,895
million in 2004, an increase of DKK 43 million or 1.1% compared with 2003. This growth related mainly to higher transmission costs regarding mobile and Internet services, partly offset by lower terminal sales. Transmission costs, raw materials and
supplies increased 2.7% in 2003. The increase in 2003 was primarily related to higher costs stemming from the purchase of handsets for resale.

Other external chargesfell 3.8% in 2004 and 19.9% in 2003. The decrease
in 2004 related mainly to lower marketing costs, whereas the decrease in 2003 related mainly to streamlining of operations including the merger of network departments, lower losses on customers as well as lower use of external consultants and our
continued focus on cost reduction in general.

Wages, salaries and pension costsincreased 0.3% in 2004 following a 4.0%
increase in 2003. The increase in 2003 was due to an increase in the number of full-time equivalent employees, combined with salary and wage increases. Total full time equivalent employees were 2,307 at the end of 2004, compared with 2,380 at the
end of 2003.

Depreciation, amortization and write-downsincreased DKK 127 million or
4.9% to DKK 2,700 million in 2004, reflecting increased investments in continued network expansion, and increased amortization of goodwill and other intangibles due to the increased ownership share. In 2003 depreciation, amortization and write-downs
increased 3.2% reflecting primarily higher goodwill amortization and amortization of other intangible assets following the acquisition of the remaining shares in TDC Switzerland at the end of February 2003 of DKK 319 million, partly offset by a
lower asset base regarding IT equipment mainly due to expiration of lifetime on software.

TDC Cable TV

TDC Cable TVs core business area isanalog TV, which we offer in three standard packages (basic, medium and full-range) both to individual customers and antenna and housing associations. In 2005, we will begin to migrate the analogue TV packages
toward digital packages. TDC Cable TV already offers digital TV via Selector.

The table below sets forth results for TDC Cable TV.

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|TDC Cable TV                                     |       |    |       |    |       |   |                |   |                |  
|------------------------------------------------ | ----- | -- | ----- | -- | ----- | - | -------------- | - | -------------- | -
|                                                 |       |    |       |    |       |   | Percent Change |  
|                                                 |       |    |       |    |       |   |                |  
|                                                 |       |    |       |    |       |   | 2003
      vs. |   | 2004
      vs. |  
|DKK M                                            | 2002  |    | 2003  |    | 2004  |   | 2002           |   | 2003           |  
|                                                 |       |    |       |    |       |   |                |   |                |  
|                                                 |       |    |       |    |       |   |                |   |                |  
|Revenues                                         |       |    |       |    |       |   |                |   |                |  
|Net
      revenues                               | 1,335 |    | 1,524 |    | 1,766 |   | 14.2           |   | 15.9           |  
|Other revenues                                   | 4     |    | 3     |    | 7     |   | (25.0          | ) | 133.0          |  
|                                                 |       |    |       |    |       |   |                |   |                |  
|Total revenues                                   | 1,339 |    | 1,527 |    | 1,773 |   | 14.0           |   | 16.1           |  
|Operating
      expenses                         |       |    |       |    |       |   |                |   |                |  
|Transmission costs, raw materials and supplies   | 868   |    | 840   |    | 838   |   | 3.2            |   | 0.2            |  
|Other
      external charges                     | 224   |    | 270   |    | 301   |   | (20.5          | ) | (11.5          | )
|Wages, salaries and pension costs                | 230   |    | 244   |    | 279   |   | (6.1           | ) | (14.3          | )
|Depreciation,
      amortization and write-downs | 214   |    | 271   |    | 229   |   | (26.6          | ) | 15.5           |  
|                                                 |       |    |       |    |       |   |                |   |                |  
|Total operating expenses                         | 1,536 |    | 1,625 |    | 1,647 |   | (5.8           | ) | (1.4           | )
|                                                 |       |    |       |    |       |   |                |   |                |  
|Operating
      income                           | (197  | )  | (98   | )  | 126   |   | (50.3          | ) | -              |  
|Operating
      margin                           | (14.7 | )% | (6.4  | )% | 7.1   | % |                |   |                |  

The results shown in the table above exclude certain one-time items, primarily the domestic redundancy program and the employee share ownership program, that
do not necessarily reflect the underlying fundamentals of the business. If these items had been included in the results above, operating income would have been reduced by DKK 10 million in 2003.

Net Revenues

Net revenues from TDC Cable TV amounted to DKK 1,766 million in 2004, up DKK 242 million or 15.9% compared with 2003. Net revenues in 2003 were 14.2% higher
than net revenues of DKK 1,335 million in 2002. Net revenues include primarily cable-TV subscription and connection fees as well as revenues from cable modems. The increase in 2004 related largely to a 58,000 or 6.3% rise in TDC Cable TVs
customer base, up to 982,000 TV customers in 2004, as well as higher average revenues per customer. Revenues from cable-modem customers also contributed to the growth. The growth in 2003 was also related to larger customer base and higher average
revenue per user. The number of cable TV customers grew by 4.4% to 924,000 at year-end 2003.

Total operating Expenses

Total operating expenses increased 1.4% in 2004 to DKK 1,647 million from DKK 1,625 million, and increased 5.8% in 2003. Increases in both years resulted
from increased activities, as evidenced by revenue increases.

Transmission costs, raw materials and suppliesdecreased 0.2% in 2004
compared with a decrease of 3.2% in 2003. The decrease in transmission costs in 2003 was the result of an optimization of the network structure as well as reduced IP traffic rates. Furthermore, a general decline in average content prices more than
compensated for impacts from the increased customer base.

Other external chargesincreased 11.5% in 2004 compared with an increase
of 20.5% in 2003. The increase in 2004 and 2003 was driven mainly by increased activities.

Wages, salaries and pension costsincreased 14.3% in 2004 and 6.1% in
2003. The 2004 increase was primarily due to the acquisition of Connect Partner in May 2004, and an increase in the average number of full-time employee

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equivalents, particularly among customer service employees and technicians. The 2003 increase resulted from an increase in average full-time equivalents, combined with higher salaries and
wages.

Depreciation, amortization and write-downsin TDC Cable TV amounted to DKK
229 million in 2004, down DKK 42 million or 15.5%. In 2003 depreciation, amortization and write-downs increased DKK 57 million or 26.6% to DKK 271 million. The decrease in 2004 and the increase in 2003 stemmed mainly from a write-down of network
equipment in 2003.

TDC Directories

TDC Directories publishes printed, electronic and Internet-based products that are sold in Denmark, Sweden and Finland, with 105 printed directories in
Denmark and 412 in Sweden. Its main Internet sites are www.dgs.dk, www.lokaldelen.se and www.företagsfakta.se.

The table below sets forth results for TDC Directories

|TDC Directories                            |       |   |       |   |       |   |                |   |                |  
|------------------------------------------ | ----- | - | ----- | - | ----- | - | -------------- | - | -------------- | -
|                                           |       |   |       |   |       |   | Percent Change |  
|                                           |       |   |       |   |       |   |                |  
|                                           |       |   |       |   |       |   | 2003
      vs. |   | 2004
      vs. |  
|DKK M                                      | 2002  |   | 2003  |   | 2004  |   | 2002           |   | 2003           |  
|                                           |       |   |       |   |       |   |                |   |                |  
|                                           |       |   |       |   |       |   |                |   |                |  
|Revenues                                   |       |   |       |   |       |   |                |   |                |  
|Net
      revenues                         | 1,465 |   | 1,463 |   | 1,436 |   | (0.1           | ) | (1.8           | )
|Other revenues                             | 12    |   | 11    |   | 23    |   | (8.3           | ) | 109.1          |  
|                                           |       |   |       |   |       |   |                |   |                |  
|Total revenues                             | 1,477 |   | 1,474 |   | 1,459 |   | (0.2           | ) | (1.0           | )
|Operating expenses                         |       |   |       |   |       |   |                |   |                |  
|Raw
      materials and supplies           | 354   |   | 328   |   | 290   |   | 7.3            |   | 11.6           |  
|Other external charges                     | 309   |   | 313   |   | 296   |   | (1.3           | ) | 5.4            |  
|Wages,
      salaries and pension costs    | 436   |   | 420   |   | 401   |   | 3.7            |   | 4.5            |  
|Depreciation, amortization and write-downs | 107   |   | 140   |   | 111   |   | (30.8          | ) | 20.7           |  
|                                           |       |   |       |   |       |   |                |   |                |  
|Total operating
      expenses             | 1,206 |   | 1,201 |   | 1,098 |   | 0.4            |   | 8.6            |  
|                                           |       |   |       |   |       |   |                |   |                |  
|Operating income                           | 271   |   | 273   |   | 361   |   | 0.7            |   | 32.2           |  
|Operating
      margin                     | 18.3  | % | 18.5  | % | 24.7  | % |                |   |                |  

The results shown in the table above exclude certain one-time items that do not necessarily reflect the underlying fundamentals of the business. If these
items had been included in the results above, operating income would have deceased by DKK 55 million in 2003. This amount is primarily related to the closure of TDC Directories' non-profitable Norwegian subsidiary (Storbyguiden). We recorded these
charges primarily as a component of depreciation, amortization and write-downs. Furthermore, this amount is also related to the domestic redundancy programs and the employee share ownership program.

Net Revenues

TDC Directories' net revenues, including printed directories, catalogs and online services, decreased to DKK 1,436 million in 2004, from DKK 1,463 million in
2003, and DKK 1,465 million in 2002. The 1.8% decrease in 2004

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reflected primarily fewer sold advertisements and was partly offset by increased net revenues in TDC Förlag AB, stemming mainly from increased revenues from printed media.

Total operating Expenses

Total operating expensesdecreased 8.6% in 2004 to DKK 1,098 million from
DKK 1,201 million in 2003, which were almost unchanged compared with 2002.

Raw materials and suppliesdecreased 11.6% in 2004 and 7.3% in 2003. The
decrease in 2004 related mainly to lower printing expenses and lower commission expenses for external sales agencies due to insourcing of telemarketing activities while the decrease in 2003 was related mainly to the closure of the directory
Gulan.

Other external chargesdecreased DKK 17m or 5.4% to DKK 296m in 2004 due
mainly to lower losses on bad debts. In 2003 other external charges amounted to DKK 313 million, which were almost unchanged compared with 2002.

Wages, salaries and pension costsdecreased 4.5% in 2004, stemming
primarily from the closure of Gulan in Sweden in 2003 following a decrease of 3.7% in 2003. The 2003 decrease stemmed primarily from fewer employees.

Depreciation, amortization and write-downsdecreased DKK 29 million or
20.7% to DKK 111 million in 2004 due largely to write-down of goodwill in the Finnish publisher TDC Hakemistot in 2003. The write-down of goodwill in TDC Hakemistot also reflected an increase in depreciation, amortization and write-downs of 30.8% in
2003.

Other Activities

Other activities cover TDC Services, TDC A/S and eliminations of intra-group transactions between TDC's business lines. TDC Services supplies a number of
business services for the TDC Groups domestic business lines, which gain economies of scale and cost-effective solutions in billing, procurement, logistics, facility management, IT, accounting, payroll administration, risk management and
security. TDC A/S is the parent company of the business lines and undertakes Group functions including treasury, legal affairs, human resources and communications.

The entities included in other activities recorded certain one-time items in each of the last three years that do not necessarily reflect the underlying
fundamentals of those businesses. The impact of these items on our income from operations was an increase of DKK 5,291 million in 2004, an increase of DKK 65 million in 2003, and an increase of DKK 42 million in 2002. The amount for 2004 related to
(i) profit from the divestment of Belgacom of 5,472 million, partly offset by (ii) the domestic redundancy program of DKK (181) million. The amount for 2003 related to (i) a elimination of the subsidiaries costs related to the employee share
ownership program of DKK 101 million, (ii) gains totaling DKK 233 million from Belgacom's share buy-back, and (iii) costs related to the domestic redundancy program, which amounted to DKK (269) million. The amount for 2002 related to a reversal of
unused provisions for redundancy costs of DKK 42 million.

Net Revenues

Net revenues from other activities, decreased DKK 139 million to DKK (6,055) million in 2004 a decrease of 2.3% from DKK (5,916) million in 2003, following a
increase of DKK 382 million from DKK (6,298) million in 2002. The variances is mainly stemming from eliminations of intra-group transactions partly offset on total operating expenses.

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Net revenues from TDC Services decreased DKK 75 million to DKK 3,036 million in 2004, from DKK 3,111 in 2003 following a decrease of DKK 385 million in 2003
from 3,496 million in 2002. The decrease in both 2004 and 2003 is primarily stemming from price reductions and a lower level of activity in the other business lines within TDC.

Total operating Expenses

Total operating expenses from other activities, including the effects of eliminating internal settlements, increased DKK 203 million in 2004, an increase of
3.4% from DKK 6,055 million in 2003, following a decrease of DKK (436) million or 6.7% from DKK 6,491 million in 2002. The variances is mainly stemming from eliminations of intra-group transactions partly offset on net revenues.

Operating expenses in TDC Services increased by DKK 188 million to DKK 3,096 million in 2004 from DKK 2,908 million in 2003, following a decrease of DKK 207
million from DKK 3,115 million in 2002. The operating expense increase in 2004 stemmed primarily to IT activities. The decrease in 2003 resulted primarily from price reductions.

Operating Environment and Trends of the Business

Markets and technology

The Danish telecommunications sector is highly competitive, and to remain successful in this market we must continue to reduce the prices for its services.
In the mobile market, prices have been declining due to fierce competition, particularly from online products. Broadband customers are being offered increasing bandwidth at unchanged or even falling prices. Although traditionally our prices for
landline and mobile telephony as well as leased lines have been among the lowest in the European Union, market pressures continue to intensify. Future competition for landline telephony will further intensify as Internet-based telephony (VoIP)
develops into a realistic alternative to landline telephony.

The success of the landline, mobile, Internet, cable-TV and directories operations will depend on our ability to keep pace with continuing changes in
technology. We expect technology to continue developing rapidly in all product lines: landline, mobile, Internet, cable TV and directory services. It is essential for us to keep pace with these developments in order to maintain our competitiveness.
In addition, to the extent that some of these technologies prove commercially unviable in the long run, we may not earn an adequate return on, or recover the costs of, the investments we are making to develop and market products relying on these
technologies. Especially within landline telephony we expect increased competition from IP-based internal networks (such as IP-VPN for business customers), antenna and housing association networks and power suppliers using their infrastructure to
provide telephony and broadband. Similarly, in the market for leased lines, increased competition is likely from new IP-based transmission products such as MPLS and Ethernet solutions, where prices are below those of leased lines, and product
quality is sufficiently strong to compete with leased lines.

The telecommunications sector is undergoing advances in content services as, in the long term, technological developments will enable customers to receive
content whenever they wish (such as time-shifted viewing), and wherever they wish (on televisions and mobile phones or on various other terminals). Our future success in content services will depend on overall market trends and on our ability to
adapt and lead the technological developments and conditions in the content services market.

The telecommunications sector has become increasingly digitalized, automated and online, which means that we are exposed to increasing risks of hacking,
piracy and general failure of IT systems.

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The mobile communications sectors in Denmark and Switzerland have some of the highest penetration rates in the world. Our ability to achieve further revenue
growth in these sectors will depend on a number of factors, including the ability to develop and market attractive services at competitive prices. We must maintain our established position in these markets in order to successfully introduce new
products and services and achieve revenue growth in the mobile telephony sector. In Switzerland, the future growth in the medium and long term is primarily dependent on the ability to enter the business market.

The mobile markets in which we operate outside of Denmark vary significantly with respect to market penetration. Our competitiveness in these markets will
depend on our ability to recognize and exploit growth opportunities. Increasing the customer base is important in markets with low penetration, whereas development and marketing of new services, combined with high levels of customer service, will be
crucial in more highly-penetrated areas.

We have a UMTS license in Denmark and in Switzerland. Polkomtel has a license in Poland and One has a license in Austria. The ability to provide UMTS
services in Denmark, Switzerland and Poland will depend on the successful rollout of UMTS networks in these countries. The use of UMTS technology will require the utilization of existing GSM sites as well as the deployment of a number of new base
stations to serve these operations. Both we and our strategic partners may experience difficulties in procuring sufficient base stations due to the limited availability of new sites and public concern over possible adverse health effects related to
the electromagnetic transmissions emitted from mobile base stations, as well as aesthetic and other considerations. In addition, the strict rules on radiation regulations that apply in Switzerland could increase the costs related to GSM and UMTS
networks.

We also expect to encounter increasing competition in the Danish Internet, cable-TV and directories markets. Due to market pressures, we may need to reduce
prices to remain profitable in these sectors, or risk losing market share. In addition, as Internet penetration increases, users are demanding more customer service capabilities via this channel. Our future competitiveness will depend in part on our
ability to develop the Internet as a sales channel and as a cost-effective means to provide customer service.

The Cable TV market in Denmark is characterized by a significant number of multiple-dwelling units, particularly in the Copenhagen area. In a large number of
cases, our customer relationship is with the building owner or a collection of dwellers making up an antenna association. These associations have greater pricing leverage than individual residential customers, and in some instances compete directly
with TDC as network operators. We expect competition from this source to continue, and expect to face increased competition from other sources, including, satellite television providers and other alternative content sources.

Currently, printed catalogues are the principal drivers of revenue for TDC Directories. However, as printed media may in some respects be in transition
toward online media, TDC Directories may face increased competition from established and new competitors in the electronic market, where entrance costs are relatively low.

The future success of TDC Directories' operations will therefore depend on its ability to maintain its current market share for printed catalogues and to
maintain, develop and transfer market brand and its services to the online market.

Almost half of our 2004 revenues were generated outside Denmark, primarily in Switzerland, Germany, Austria, Lithuania and Poland, where our businesses
conduct their operations and where financial statements are prepared in currencies other than the Danish kroner. Any loss in the value of these currencies against the Danish kroner will have a negative impact on the value of our investments in the
relevant business and the amount of income derived from such investments. On January 1, 2002 the euro was implemented as the single currency for a number of European countries, following its launch in the EMU zone on January 1, 1999. Denmark has not
adopted the euro as its official currency.

Regulatory issues

Denmark's comprehensive regulatory regime governing its telecommunications sector requires us to deliver a broad range of products to the retail and
wholesale markets, and subjects us to price regulation. With respect to landline

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telephony, we are subject mainly to specific regulation of retail and wholesale pricing, as well as specific requirements for accounting separation and reporting. In mobile telephony, we
are also subject to specific financial reporting requirements regarding accounting separation and reporting.

The Danish National IT and Telecom Agency has determined that our retail prices on landline subscriptions and landline call set-up charges must remain at
their current nominal level. Consequently, any increase in the cost of providing these services could dilute our earnings. The larger part of our retail offerings of leased lines must comply with a rule of cost orientation, i.e. we are required to
calibrate leased-line prices once a year in order to ensure that they exactly match the corresponding cost plus a mark-up set by the regulatory authorities.

On the wholesale market, the majority of our prices are regulated. Until 2002, interconnection prices were regulated mainly on the basis of historical cost
analyses and best-practice benchmarking against corresponding international prices. Since January 1, 2003, prices of switched interconnection traffic, interconnection capacity, shared access and unbundled access to the local loop (also known as raw
copper) as well as related co-location have been based on the results of the Long Run Average Incremental Cost model (or LRAIC). These changes in the regulatory regime brought significant market price reductions for our services at January 1, 2003.
For 2004 and 2005, a review and update of the model has resulted in minor price adjustments. The LRAIC model is expected to be thoroughly updated by January 1, 2006. It is uncertain how updating the model will impact our interconnection prices.

In March 2002, the EU passed a number of directives on the regulation of the telecommunications market that was subsequently implemented into Danish law in
2003. In accordance with this legislation, the Danish National IT and Telecom Agency has performed market analyses on a number of specifically defined submarkets with respect to landline telephony, mobile telephony, leased lines, unbundled access,
broadband and television and radio transmission. The agency will use these market analyses as the basis for deciding whether a particular sub-market is subject to competition imperfections. If imperfections are identified, the agency will designate
one or more operators as having significant market power in the relevant sub-market, and will then decide which regulative measures are appropriate to eliminate the imperfections. Such measures include the acceptance of a reasonable request for
interconnection, non-discrimination, reference offers, transparency, accounting separation, price controls and cost accounting obligations.

We have been deemed to have a strong market position in almost all the specifically defined submarkets where market analyses are being or have been carried
out and where the Danish National IT and Telecom Agency has concluded that there is no real competition. However, regarding the markets for domestic traffic for business customers and for mobile access, the agency has concluded that real competition
does exist and the existing regulation of TDC Mobil in this market will be repealed, including TDC Mobils obligations concerning resale and national roaming. We expect this development to be revenue neutral.

We are already subject to regulation, including price regulation, in the landline markets and it is unclear whether the regulation, including price
regulation, will be changed as a result of the market analyses. The mobile markets, on the other hand, are not currently covered by price regulation. If the market for termination of mobile calls in individual networks and the domestic market for
international roaming become subject to price regulation in the future, such regulation may have a negative impact on TDC Mobils revenues and earnings.

Until market analyses of the relevant submarkets have been completed and the Danish National IT and Telecom Agency has decided whether to adopt new
regulative measures or revoke former measures, the current regulation will be maintained in each relevant sub-market. Decisions for all the markets, except the market for television and radio transmission, are expected during the first half of 2005.

Almost half of our 2004 net revenues are related to operations outside Denmark including operations in a number of emerging markets. Our international
operations may be affected by a lack of foreign liberalization in the telecommunications sector and political, economic and legal developments in these foreign countries.

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Recent developments

On February 23, 2005, we decided to reduce the domestic work force by approximately 630 employees. The related cost will be approximately DKK 459 million
before tax (DKK 322m after tax), which has been expensed in the first quarter of 2005.

On March 17, 2005 the Annual General Meeting resolved to reduce our share capital by cancellation of a part of our own shares equal to the number acquired
from SBC Communications in June 2004, i.e. approximately 8.4% of the share capital. The implementation of the reduction of the share capital is subject to the expiration of a 3 month advertisement period in which no creditors have proven their
claims. TDC will after the reduction of the share capital hold approximately 1.6% own shares to cover the commitment under TDC's share option program.

At our Annual General Meeting held on March 17, 2005 it was resolved to amend the Articles of Association by lifting the provision according to which no
shareholder was entitled to own and/or control shares corresponding to more than 9.5% of the authorized share capital of the company, unless the Board of Directors had consented.

As from March 17, 2005 no limitations on the rights of nonresident or foreign owners to hold or vote our shares or ADSs are imposed by the laws of Denmark,
our Articles of Association, nor any of our other constituent documents.

On March 17, 2005 the Annual General Meeting resolved to pay a dividend of DKK 12.50 per share of a nominal value of DKK 5.

On March 30, 2005 we have entered into an agreement to increase our ownership in the Hungarian landline and data communications provider HTCC. The
transaction will increase our ownership of ordinary shares to 62.9%, and hence give us control over the company. HTCC operates approximately 190,000 lines and serves approximately 670,000 customers. HTCC changed its market position significantly in
February 2005 when HTCC acquired Pantel, another Hungarian alternative landline and data communications provider.

On April 28, 2005 we announced that we will change accounting policies to comply with the requirements under the International Financial Reporting Standards
(IFRS) and that our quarterly report for the first quarter 2005 will be based on changed accounting policies. See below under International Financial Reporting Standards for a description of the changes.

On May 3, 2005, we issued our first quarter 2005 Earnings Release, reporting net income for the first quarter of 2005 amounting to DKK 515 million compared
with DKK 5,640 million for the first quarter of 2004. Included in the results for the first quarter of 2004 was a one-time gain from the sale of Belgacom shares amounting to DKK 5.1 billion after tax.

On May 9, 2005, we announced that we have entered an agreement to acquire 100% of Dotcom Solutions AB, an important Swedish provider of LAN infrastructure to
companies, for a total price of DKK 242 million on a cash and debt free basis. The acquisition of Dotcom AB is subject to approval by the Swedish competition authorities.

Liquidity and Capital Resources

Cash Flows

Cash flows from operating activities increased to DKK 10,274 million in 2004 from DKK 10,051 million in 2003 following an decrease from DKK 10,416 million in
2002. The increase in 2004 resulted primarily from an increase in net income partly offset by an increase in net outlays for marketable securities. The decrease in 2003 resulted primarily from a reduction in dividends received from Belgacom and
Ceske Radiokommunikace.

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Cash inflow from investing activities amounted to DKK 3,666 million in 2004, an increase of DKK 15,674 million compared with 2003. Cash outflow for investing
activities in 2003 increased DKK 9,381 million compared with 2002. The increase in 2004 was mainly related to the proceeds received in 2004 from the divestment of shares in Belgacom in December 2003 and dividends in connection with the divestment of
Belgacom in March 2004 as well as proceeds from the divestment of Dan Net in 2004 and the acquisition of the shares in TDC Switzerland in 2003 partly offset by the acquisition of TDC Song in 2004. The increase in 2003 resulted mainly from the
acquisition of the shares in TDC Switzerland in 2003 and a reduction in capital expenditures in 2003, as discussed below under "Capital Expenditures." Cash outflow for financing activities totalled DKK 12,562 million, compared with cash inflow for
financing activities of DKK 4,943 million in 2003 and cash outflow of DKK 6,759 million in 2002. The net cash outflow in 2004 was mainly related to a reduction of the interest-bearing debt, which the proceeds from the divestment of Belgacom enabled
us to, partly offset by acquisition of treasury shares in connection with SBC Communications sale of TDC shares. The net cash inflow in 2003 was mainly related to an increase in interest-bearing debt stemming from the acquisition of the
remaining shares in TDC Switzerland. The net cash outflow in 2002 was mainly related to a reduction of the interest-bearing debt, which improved cash flows from operations, combined with lower capital expenditures and proceeds from the sale of Ben
shares, enabled us to.

Capital Expenditures

Capital expenditures include investments in property, plant and equipment, including certain intangible assets, such as mobile licenses, and exclude share
acquisitions. Capital expenditures aggregated DKK 5,254 million in 2004 compared with DKK 5,505 million in 2003 and DKK 6,341 million in 2002.

TDC Solutions capital expenditures aggregated DKK 2,457 million in 2004, an increase of DKK 38 million compared with 2003, following a decrease of DKK
1.091 million in 2003. The main drivers for the decrease in 2003 were the accelerated roll-out of ADSL networks in 2002, a general decline in PSTN and ISDN customer installations and lower investments related to IT projects.

TDC Mobile International's capital expenditures aggregated DKK 1,023 million in 2004, an increase of DKK 89 million compared with 2003, following a decrease
of DKK 64 million in 2002. Capital expenditures in domestic operations amounted to DKK 747 million, an increase of DKK 78 million compared with 2003. The increase stemmed mainly from higher investments in the UMTS network, partly offset by reduced
capitalization of asset retirement obligations. Capital expenditures in Talkline amounted to DKK 112 million in 2004, an increase of DKK 51 million. Capital expenditures in Bité amounted to DKK 164 million in 2004, a decrease of DKK 40
million.

TDC Switzerland's capital expenditures aggregated DKK 1,196 million in 2004, a decrease of DKK 479 million compared with 2003. The main driver for the
decrease in 2004 was an increase in 2003 in asset retirement obligations concerning mainly mobile sites and was partly offset by higher investments in the UMTS network in 2004. The decrease in 2004 follows an increase of DKK 118 million from 2003.
The increase in 2003 was primarily due to capitalization of asset retirement obligations, partly offset by lower investments in network infrastructure.

TDC Cable TV's capital expenditures aggregated DKK 225 million in 2004, a decrease of DKK 51 million compared with 2003, following an increase of DKK 28
million in 2003 over 2002 levels. The decrease in 2004 reflected mainly higher expenses for return-path upgrades in 2003 that are required for broadband Internet access. The increase in 2003 related to upgrading of the cable network within Denmark.

'Other' capital expenditures include TDC A/S, TDC Services, TDC Directories and eliminations. Capital expenditures aggregated DKK 353 million in 2004, an
increase of DKK 152 million compared with 2003. Capital expenditures in 2002, aggregated to DKK 28 million.

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Capital Resources

|Net interest-bearing debt and financial resources, DKKm             | 2002    |   | 2003    |   | 2004    |  
|------------------------------------------------------------------- | ------- | - | ------- | - | ------- | -
|                                                                    |         |   |         |   |         |  
|                                                                    |         |   |         |   |         |  
|Cash, marketable
      securities and interest-bearing receivables  | 3,373   |   | 7,606   |   | 10,333  |  
|Short-term debt                                                     | (2,168  | ) | (3,314  | ) | (1,326  | )
|                                                                    |         |   |         |   |         |  
|Net liquid
      assets                                             | 1,205   |   | 4,292   |   | 9,007   |  
|Long-term debt                                                      | (27,025 | ) | (32,974 | ) | (29,017 | )
|                                                                    |         |   |         |   |         |  
|Net interest-bearing
      debt                                     | (25,820 | ) | (28,682 | ) | (20,010 | )
|                                                                    |         |   |         |   |         |  
|                                                                    |         |   |         |   |         |  
|Cash, marketable securities and interest-bearing receivables        | 3,373   |   | 7,606   |   | 10,333  |  
|                                                                    |         |   |         |   |         |  
|Undrawn
      committed short- and long-term credit lines           | 10,760  |   | 11,166  |   | 10,185  |  
|                                                                    |         |   |         |   |         |  
|Total cash, marketable securities, interest-bearing receivables and |         |   |         |   |         |  
|undrawn
      credit lines (Capital resources)                    | 14,133  |   | 18,772  |   | 20,518  |  
|                                                                    |         |   |         |   |         |  

Overall, our financial position reflects the cash flows generated by our operating activities and investments in companies and assets, net of dividends paid
out.

At December 31, 2004, cash, marketable securities and interest-bearing receivables aggregated DKK 10,333 million compared with DKK 7,606 million at December
31, 2003 and DKK 3,373 million at December 31, 2002, while short-term debt totalled DKK 1,326 million compared with DKK 3,314 million at December 31, 2003 and DKK 2,168 million at December 31, 2002. This resulted in a DKK 3,087 million increase in
net liquid assets from DKK 1,205 million at December 31, 2002 to DKK 4,292 million at December 31, 2003 and a DKK 4,715 million increase in net liquid assets to DKK 9,007 million at December 31, 2004. Long-term debt amounted to DKK 29,017 million
compared with DKK 32,974 million at December 31, 2003 and DKK 27,025 million at December 31, 2002.

Net interest-bearing debt totalled DKK 20,010m at December 31, 2004, a decrease of DKK 8,672m over the year due mainly to the divestment of Belgacom partly
offset by the repurchase of treasury shares from SBC Communications and the acquisition of TDC Song in November 2004. Net interest-bearing debt increased DKK 2,862m in 2003 due mainly to the acquisition of the remaining shares in TDC Switzerland and
dividends paid, but partly offset by cash generation from operations.

At December 31, 2004, our capital resources totalled DKK 20,518 million compared with DKK 18,772 million at December 31, 2003, reflecting a DKK 1,746 million
increase in cash and committed credit lines. At December 31, 2003, our capital resources totalled DKK 18,772 million compared with DKK 14,133 million at December 31, 2002, reflecting an increase of DKK 4,639 million in cash and committed credit
lines.

It is our opinion that the available cash and unutilised credit lines are sufficient to maintain current operations, complete projects underway, finance
stated objectives and plans and to meet short-term and long-term cash requirements.

For a discussion of the groups interest rate exposure, see Item 11, Qualitative and Quantitative Disclosures about Market Risks, and for
information on financial instruments, see note 24 to our consolidated financial statements. For information on material commitments for capital expenditures, see note 26 to our consolidated financial statements.

Credit Ratings

TDC is rated by Standard & Poors and Moodys Investor Services. Throughout 2004, we had a long-term credit rating of BBB+/Baa1 and a short-term
credit rating of A2/P-2 from Standard & Poors and Moodys Investor Services, respectively.

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Contingent assets

The TDC Group is awaiting the outcome of certain cases brought against other telecommunications companies. A potential favorable outcome for TDC of one or
more of these cases could result in substantial additional income.

Contingent liabilities

The TDC Group is a party to certain pending lawsuits and cases pending with public authorities and complaint boards. Based on a legal assessment of the
possible outcome of each of these lawsuits and cases, Management is of the opinion that these will have no significant adverse effect on the TDC Groups financial position.

In connection with capital sale and leaseback agreements, the Group has provided guarantees covering intermediary leasing companies payment of the
total lease rentals. The Group has made legally releasing non-recurring payments to the intermediary lessors of an amount corresponding to the total lease charges. At December 31, 2004, the guarantees amounted to DKK 3,030 million (USD 554 million)
compared with DKK 3,472 million (USD 635 million) at December 31, 2003. The guarantees provided by the TDC Group are economically defeased by means of payment instruments issued by creditworthy obligors unrelated to the TDC Group that secure or
otherwise provide for payment of the regular lease payments and purchase-option prices due from the intermediary leasing companies. These instruments are lodged as security for payment of the regular lease payments by the intermediary leasing
companies.

In accordance with Section 32 of the Danish Civil Servants Act, the Group has a termination benefit obligation for former Danish civil servants and for
employees with civil servant status who were hired before April 1, 1970, and who are members of the related Danish pension funds.

The Group has provided the usual guarantees in favor of suppliers and partners. These guarantees amounted to DKK 135million (USD 25 million) at December 31,
2004 compared with DKK 154 million (USD 28 million) at December 31, 2003.

Recourse guarantees provided by TDC A/S for its subsidiaries amounted to DKK 742 million (USD 136 million) at December 31, 2004 compared with DKK 3,416
million (USD 625 million) at December 31, 2003. TDC A/S has committed to contributing, if necessary, additional capital to TDC Switzerland in order to generate taxable income sufficient to utilize the accumulated tax loss carry-forwards prior to
their expiration. Further, TDC A/S has issued letters of support and undertaken loan commitments for some of its subsidiaries.

Off-Balance Sheet Arrangements

None.

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Contractual Obligations and Commitments

|                                                     |        |   | Payments
      Due by Period         |                 |       |                
|---------------------------------------------------- | ------ | - | ------------------------------------ | --------------- | ----- | ---------------
|                                                     |        |   |                                      |                 |       |                
|Contractual
      obligations, DKK million           |        |   | Less
      than
        1
      year |                 |       |                
|                                                     |        |   |                                      | 1-2
      years |       | 2-5
      years
|                                                     | Total  |   |                                      |                 |       |                
|                                                     |        |   |                                      |                 |       |                
|                                                     |        |   |                                      |                 |       |                
|Current
      maturities of long-term debt           | 598    |   | 598                                  |                 | -     |                
|Long-term
      debt                                 | 29,017 |   | -                                    |                 | 5,186 |                
|Operating
      leases                               | 5,525  |   | 924                                  |                 | 746   |                
|Purchase
      obligations regarding fixed assets    | 204    |   | 202                                  |                 | 2     |                
|Commitments
      related to outsourcing contracts   | 356    |   | 217                                  |                 | 90    |                
|Other purchase
      commitments                     | 412    |   | 216                                  |                 | 28    |                
|Currency
      swaps, FX swaps and forward contracts | (419   | ) | (82                                  | )               | (394  | )              
|Interest
      rate swaps                            | 5      |   | 0                                    |                 | (61   | )              
|                                                     |        |   |                                      |                 |       |                
|Total contractual
      cash obligations             | 35,698 |   | 2,075                                |                 | 5,597 |                
|                                                     |        |   |                                      |                 |       |                

The three Danish pension funds related to TDC are operating defined benefit plans. In accordance with existing legislation, bylaws and the pension
regulations, TDC is required to make contributions to meet the premium reserve requirements. See note 25 to our consolidated financial statements.

The following table discloses aggregate information about our commercial commitments. Commercial commitments are items that we could be obliged to pay in the
future. They are not included in the consolidated balance sheet.

|                                                | Amount
      of Commitment Expiration per Period | 
|----------------------------------------------- | ------------------------------------------------ | 
|                                                |                                                  | 
|Other commercial
      commitments, DKK million |                                                  | 
|                                                |                                                  | 
|                                                | Total                                            | 
|                                                |                                                  | 
|                                                |                                                  | 
|Undrawn
      lines of credit                   | 10,185                                           | 

|                                                                                                                | Total  | 
|--------------------------------------------------------------------------------------------------------------- | ------ | 
|Guarantees,
      DKK million                                                                                   | amount | 
|                                                                                                                |        | 
|                                                                                                                |        | 
|Guarantee
      obligation in connection with capital sale and leaseback arrangements (see
      note 27 to our |        | 
|consolidated
      financial statements for further information)                                                | 3,030  | 
|Guarantees
      in favor of suppliers and partners                                                             | 135    | 
|                                                                                                                |        | 
|Total guarantees                                                                                                | 3,165  | 
|                                                                                                                |        | 

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Discussion of Accounting Policies

Danish GAAP Compared With US GAAP

For further information on the significant differences between Danish GAAP and US GAAP see note 30 to our consolidated financial statements.

Critical Accounting Policies

The preparation of our consolidated financial statements requires Management to make assumptions that affect the reported amount of assets and liabilities at
the date of the financial statements and the reported amount of income and expenses during the period under review. Estimates and judgments used in the determination of reported results are continuously evaluated.

Estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable in the circumstances. Actual
results may differ from these estimates under different assumptions or conditions. Full details of our significant accounting policies are set out in note 1 to our consolidated financial statements. The following estimates and judgments are
considered important when portraying our financial condition:

| |  | Useful
      lives for long-lived assets are assigned based on periodic studies of actual
      asset lives and the intended use for those assets. Such studies are completed
      or updated when new events occur that have the potential to impact the determination
      of the useful life of the asset, such as when events or circumstances have
      occurred which indicate that the carrying value of the asset may not be
      recoverable and should therefore be tested for impairment. Any change in
      the estimated useful lives of these assets would be reported in the financial
      statements as soon as any such change is determined.                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Intangible
      assets, including goodwill and other rights, comprise a significant portion
      of our total assets. Impairment tests on these intangible assets are performed
      at least annually and, if necessary, when events or changes in circumstances
      indicate that their carrying value may not be recoverable. The measurement
      of intangibles is a complex process that requires significant management
      judgment in determining various assumptions, such as cash-flow projections,
      discount rates and terminal growth rates. The sensitivity of the estimated
      measurement to these assumptions, combined or individually, can be significant.
      Furthermore, the use of different estimates or assumptions when determining
      the fair value of such assets may result in different values and could result
      in impairment charges in future periods.                                                                                             
| |  | Net
      periodic pension cost for defined benefit plans is estimated based on certain
      actuarial assumptions, the most significant of which relate to returns on
      plan assets, discount rates and salary inflation. As shown in note 25 to
      the Consolidated Financial Statements, both the assumed rate of return on
      plan assets and the assumed discount rate have been reduced to reflect changes
      in market conditions and in the mix of assets held by our pension funds.
      Our assumptions for 2005 reflect a further reduction in the discount rate
      from 4.80% to 4.50%, and in the assumed return on plan assets from 6.10%
      to 5.80%. We believe these assumptions illustrate current market conditions
      and expectations for market returns in the long term. With these changed
      assumptions, TDC's pension costs are expected to increase approximately
      DKK 70m in 2005 compared with 2004, assuming all other factors remain unchanged.
| |  | Estimates
      of deferred income taxes and significant items giving rise to the deferred
      assets and liabilities are shown in note 8 to the Consolidated Financial
      Statements. These reflect the assessment of actual future taxes to be paid
      on items reflected in the financial statements, giving consideration to
      both the timing and probability of these estimates. In addition, such estimates
      reflect expectations about the amount of future taxable income and, where
      applicable, tax planning strategies. Actual income taxes could vary from
      these estimates, and results of operations                                                                                                                                                                                                                                                                                                                                                                 

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| |   | in future
        periods could be affected by changes in expectations about future taxable
        income, future changes in income tax law or results from the final review
        of our tax returns by tax authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The
      determination of the treatment of contingent liabilities in the financial
      statements is based on the expected outcome of the applicable contingency.
      Legal counsel and other experts are consulted both within and outside the
      Company. A liability is recognized if the likelihood of an adverse outcome
      is probable of occurring and the amount is estimable. The matter is disclosed
      if the likelihood of an adverse outcome is only reasonably possible or an
      estimate is not determinable. Resolution of such contingencies in future
      periods may result in actual losses in excess of the amounts recognized.
| |  | Estimates
      of the fair value of financial instruments (including derivative financial
      instruments) for which quoted market prices are not available are based
      on the best information available in the circumstances. Methods of estimation
      used for such purposes include discounting estimated expected future cash
      flows, and fundamental analysis. Such methods incorporate assumptions about
      interest rate, risk premium, default, prepayment, volatility and other factors.                                                                                                                                                   
| |  | Revenue
      is recognized when realized or realizable and earned. Revenue from non-refundable
      up-front connection fees as well as the related incremental direct costs
      are deferred and amortized over the expected term of the related customer
      relationship. The estimation of the term is based on historical customer
      churn rates. Change of managements estimates may have a significant
      impact on the amount and timing of our revenue for any period.                                                                                                                                                                          

Changed Accounting Policies

As of January 1, 2004, we have changed our accounting policies in relation to:

| |  | Proportional
      Consolidation: We have discontinued the proportional consolidation of jointly
      controlled enterprises. Our jointly controlled enterprises are now reported
      using the equity method. Consequently, the Groups' share of results before
      taxes are included in net financials as income from investments, the share
      of taxes are classified as such, and the share of the enterprises' equity
      is included in investments and other assets in the Balance Sheets. Previously,
      under proportional consolidation, the shares of each of the enterprises
      accounting items were recognized on a line-by-line basis in the Consolidated
      Financial Statements. Net income and shareholders equity has not been
      impacted by this change in accounting policy. Following the divestment of
      Belgacom in March 2004, the changed policy enhances comparability of our
      financial performance. The jointly controlled enterprises comprise primarily
      Polkomtel and One as well as Belgacom until March 2004.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue
      recognition: With effect from January 1, 2004, the new Danish Accounting
      Standard No. 22 means that we are to change its accounting policy for revenue
      recognition. The impact is related primarily to non-refundable up-front
      connection fees. Such fees and incremental direct costs are deferred and
      recognized as income over the expected term of the related customer relationship.
      Previously, the fees were recorded as revenue at the time of connection,
      and incremental direct costs were expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

The effects of the above mentioned changes in accounting policies were to decrease reported net income for 2004 by DKK 92 million and to increase reported
shareowners' equity by DKK 832 million. Upon initial adoption of the changes as of January 1, 2004 we recognized a cumulative effect of DKK 700 million from the changes in accounting policies directly in shareowners' equity. Comparative figures for
previous years have been restated in accordance with the new accounting policies. Please see note 1 to the Consolidated Financial Statements for a summary quantification of such changes to the comparative figures. In addition, certain minor changes
have been made in the presentation of the financial statements, and certain reclassifications have been made in the financial statements and related notes. These reclassifications have no impact on net income or shareowners' equity.

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New Accounting Pronouncements

International Financial Reporting Standards

As of 1 January 2005, the Groups accounting policies have been changed to comply with International Financial Reporting Standards (IFRS). The changes
will be retroactively applied for all periods presented, except for the changes in accounting policies on goodwill and pensions. The significant changes to the accounting policies are:

| |  |  |  | Goodwill
      amortization.                                     
| |  | - |  | -----------------------------------------------------------------
| |  |  |  | Pension
      costs.                                             
| |  |  |  | Share-based
      compensation.                                  
| |  |  |  | Indirect
      productions costs related to development projects.

IFRS prohibits the amortization of goodwill. However, goodwill is subject to impairment reviews. Previously, goodwill was amortized on a straight-line basis
over the estimated economic life and was subject to impairment reviews. Goodwill amortizations are ceased with retroactive effect from January 1, 2002.

Pension costs relating to defined benefit plans are calculated in accordance with IAS 19. Previously, such costs were calculated in accordance with US GAAP
FAS Nos. 87-88.

The previous accounting policy included recognition of a transition obligation. Such recognition is not prescribed by IAS 19. The adoption of IAS 19 reduces
pension costs compared with the previous accounting policy, as pension costs no longer include amortization of the FAS 87 transition obligation.

The recognition of pension is changed with retroactive effect from January 1, 2004. In accordance with IFRS 1, unrecognized gains and losses as of that date
are recognized directly in equity. Accordingly, total equity is negatively impacted due primarily to the recognition of actuarial gains and losses as well as recognition of the FAS 87 transition obligation.

The fair value of share-based compensation provided for employees in exchange for services received is considered an expense, and is recognized as such over
the vesting period. Previously, the statement of income was not impacted by the share compensation plans owing to hedging of the commitments by acquisition of treasury shares.

Certain indirect production costs associated with developments projects, including computer software, are expensed. Previously, such costs were capitalized
and amortized.

In total, the adoption of IFRS will have a positive net effect of approximately DKK 1.2 billion on Net income for 2004 and DKK 2.9 billion on equity at
December 31, 2004.

New US GAAP Accounting Pronouncements

In December, 2004 the FASB issued Statement 123 (revised 2004) ("SFAS 123(R)"), "Share-Based Payment." Statement 123(R) replaces FASB Statement No. 123,
"Accounting for Stock-Based Compensation", supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and amends FASB Statement No. 95, "Statement of Cash Flows." SFAS 123(R) requires all share-based awards to employees, including
grants of employee stock options, to be recognized in the financial statements based on their grant-date fair values. The related compensation costs are to be recognized over the period during which an employee is required to provide service in
exchange for the award. Excess tax benefits are to be recognized as an addition to paid-in capital and reflected as financing cash inflows in the statement of cash flows. We are required to adopt SFAS 123(R) as of January 1, 2006. However, we expect
to early adopt the standard and apply the modified retrospective application transition method of SFAS 123(R) as of January 1, 2005 to periods before

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the required effective date. We do not expect the adoption of SFAS 123(R) to have a material impact on our results of operations, financial position and cash flows.

In December 2004, the FASB issued Statement 153 ("SFAS 153"), "Exchanges of Nonmonetary Assetsan amendment of APB Opinion No. 29." The guidance in
Accounting Principles Board Opinion 29 ("APBO 29"), "Accounting for Nonmonetary Transactions," is based on the general principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance
in APBO 29 included certain exceptions to that principle. SFAS 153 amends APBO 29 to eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets
that do not have commercial substance (that is, transactions where future cash flows are not expected to significantly change as a result of the exchange). We are required to and will adopt the provisions of SFAS 153 for non-monetary asset exchange
transactions after December 31, 2005. We do not expect the adoption of SFAS 153 to have a material impact on our results of operations, financial position and cash flows.

Cautionary Statement Regarding Forward-Looking Statements

Reference is made to the Cautionary Statement Regarding Forward-Looking Statements contained in the Introduction to this annual report on page 1.

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Item
  6 Directors, Senior Management and Employees

Directors and Senior Management

Management Structure

The Board of Directors consists of ten members, of whom six are elected at a general meeting of shareholders. In addition, Danish law grants the employees of
a company the right to elect a number of directors equal to one half the number of directors elected by shareholders at a general meeting (currently four directors).

Until June, 2004, when SBC reduced its shareholding in TDC from 41.6% to 9.5%, the Board of directors consisted of twelve members, of whom eight were elected
by the shareholders and four were elected by the employees. SBC were only allowed to participate in the election of the six out of the eight Board members. Five of the six Board members elected with the votes of SBC were employees of SBC. In
connection with the reduction of SBC's shareholding, Jonathan Klug, Larry Boyle and Rick Moore from SBC resigned as members of the Board in June 2004, whereas James Callaway and Lloyd Kelley from SBC resigned as members of the Board in September
2004.

At the Extraordinary General Meeting held on 27 September 2004, Preben Damgaard, Christine Bosse and Per-Arne Sandström were elected as members of the
board of directors of TDC.

The directors elected by the shareholders serve terms of one year, terminating at the next Annual General Meeting. Directors elected by employees are elected
for a period of four years. Current directors elected by employees were elected in April 2004. There is no restriction on the re-election of directors.

Set forth below is a list of the current members of the Board of Directors, their business experience and the year of their initial election as Directors.

Thorleif Krarup(Chairman)

Age 52. Elected by the shareholders at the Annual General Meeting. First elected 2003.

BSc (Economics), 1975, Graduate Diploma in Business Administration (Finance), 1977 and Graduate Diploma in Business Administration (Management Accounting), 1980.

Vice Chairman of the Boards of H. Lundbeck A/S, LFI A/S and Chr. Hansen Holding A/S. Member of the Boards of Group 4 Securicor plc., Bang & Olufsen A/S, Lundbeckfonden, Scion DTU A/S
and Danmark-Amerika Fondet.

Niels Heering(Vice Chairman)

Age 50. LLM, 1981. Attorney-at-law, 1984. First elected to the Board of Directors in 1991.

Managing partner in the law firm Gorrissen Federspiel Kierkegaard.

Chairman of the Boards of CKBF Invest A/S, Comlex A/S, Ellos A/S, EQT Partners A/S, Jeudan A/S, MRE A/S, Nesdu A/S, NTR Holding A/S, and Stæhr Holding A/S.

Member of the Boards of Columbus IT Partner A/S, Danske Private Equity A/S, J. Lauritzen A/S, Ole Mathiesen A/S, and Venjo A/S.

Kurt Anker Nielsen

Age 59. MSc (Economics and Business Administration), 1972. First elected to the Board of Directors in 2003.

Member of the Boards and Chairman of the Audit Committees of Novo Nordisk A/S and ZymoGenetics, Inc, Seattle, USA. Vice Chairman of the Board of Novozymes A/S. Member of the Board and the
Audit Committee of Norsk Hydro ASA, Oslo, Norway. Member of the Boards of Novo A/S, Coloplast A/S and Dakocytomation A/S.

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Christine Bosse

Age 44. Elected by the shareholders at the Annual General Meeting. First elected 2004. LLM, Group CEO, TrygVesta A/S.

Member of several Boards in the TrygVesta Group. Member of the Board of Flügger A/S, Grundfos Management A/S, Poul Due Jensens Fond and member of the Danish Welfare Commission.

Preben Damgaard

Age 41. Elected by the shareholders at the Annual General Meeting. First elected 2004. BSc (Economics), 1985. Graduate Diploma in Business Administration, 1987. President, Damgaard
Company A/S.

Chairman of the Boards of Dannebrog Rederi and Heart Made A/S. Member of the Boards of Rockwool International, Proactive A/S, DTU-Innovation A/S, ERP International 2 A/S, Giritech A/S,
Bang&Olufsen A/S.

Per-Arne Sandström

Age 57. Elected by the shareholders at the Annual General Meeting. First elected 2004. BSc (Engineering), 1967.

Chairman of the Boards of the Nordic technology companies Atea Holding AB, Birdstep Technology ASA, Nordic Service Group AB and Umetrics AB.

Jan Bardino*

Age 52. .MSc (Computer Science)

First elected to the Board of Directors in 2004. Systems Developer at TDC A/S

Leif Hartmann*

Age 61.

First elected to the Board of Directors in 1996. Systems Technician.

Steen Jacobsen* Age 55.

First elected to the Board of Directors in 1996. Specialist Technician.

Bo Magnussen* Age 57

First elected to the Board of Directors in 1996. Senior Clerk.

Chairman of Lederforeningen at TDC (Association of Managers and Employees in Special Positions of Trust).

_________________________

* Elected by our employees.

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Executive Committee

The Executive Committee manages our daily operations and is appointed by the Board of Directors. Set forth below is information regarding the members of the
Executive Committee as of June 15, 2004, along with their business experience and date of initial appointment.

Henning Dyremose(President and Chief Executive Officer).

Age 59. MSc (Chemical Engineering), Graduate Diploma in Business Economics (Organization). Appointed to the Executive Committee in 1998.

Chairman of the Boards of TDC Switzerland AG, TDC Solutions A/S, TDC Mobile International A/S, TDC Cable TV A/S and TDC Directories A/S.

Vice Chairman of the Board of TDC Services A/S Chairman of the Danish Trade Council.

Vice Chairman of the Confederation of Danish Industries and Chairman of the Confederations Permanent Committee on Industrial Affairs.

Vice Chairman of the Board of Directors of Brødrene A. O. Johansen A/S and A. O. Invest A/S. Member of the Boards of Carlsberg A/S and Carlsberg Breweries A/S.

Hans Munk Nielsen(Senior Executive Vice President and Chief Financial Officer).

Age 58. MSc (Economics), Stanford Executive Program Appointed to the Executive Committee in 1991. Chairman of the Board of TDC Services A/S.

Vice Chairman of the Boards of TDC Switzerland AG, TDC Solutions A/S, TDC Mobile International A/S, TDC Cable TV A/S, and TDC Directories A/S.

Chairman of the Board of CMO-Denmark Fonden and its subsidiaries.

Member of the Boards of Nordea Invest A/S and Copenhagen Stock Exchange A/S.

The business address of each director and member of the Executive Committee is TDC A/S, Nørregade 21, DK-0900 Copenhagen C, Denmark.

Compensation

In 2004, we paid compensation to the Board of Directors and Executive Committee of DKK 3 million and DKK 14 million, respectively, aggregating DKK 17
million. No bonuses were paid in 2004 to the Board of Directors.

Performance based bonuses have been paid to the Executive Committee and are included in the above amount. Board of Directors and the Executive Committee compensation information,
including the amount of compensation on an individual basis and a description of the Bonus Program in which the Executive Committee members participate, please see note 4 to the Consolidated Financial Statements.

In 2004, 65,691 options to purchase our shares were granted to members of the Executive Committee at an average exercise price of DKK 223.75 per share. This
brought the total number of outstanding options held by members of the Executive Committee to 321,606 with an average exercise price of DKK 289.69 per share. One third of the options vest annually and consequently each grant vests fully in three
years. The options expire 10 years after the date of grant. Since 2003 the members of the Board of Directors no longer receive share options. Please see note 4 to the Consolidated Financial Statements for a description of the Share Option Program.

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We
  provide defined-benefit pension plans to certain of our employees. See note
  25 to the Consolidated Financial Statements for a description of the plans and
  the related costs and obligations.

Board
  Practices

The
  members of the Board of Directors do not have service contracts providing for
  termination benefits. The members of the Executive Committee are, in the event
  of termination by TDC or due to change of control, entitled to termination benefits
  of 12 to 36 months' salary plus pensions, benefits as well as compensation for
  bonuses and share options

The
  current Board of Directors committees include the Audit Committee and the Compensation
  Committee. The Audit Committee was appointed in August 2004.

The Audit Committee
  is chaired by Kurt Anker Nielsen and the other members are Christine Bosse and
  Per-Arne Sandström. All members are financially literate, have the necessary
  ability and experience in understanding financial statements and fulfil the
  independence requirements prescribed by the Sarbanes-Oxley Act. In 2004, the
  Audit Committee held two meetings. The primary purposes of the Audit Committee
  are to assist the Board of Directors in fulfilling its oversight of:

| | (i)   | the
      integrity of the Groups annual report and financial reporting process
      and the Groups systems of internal accounting and financial controls                                        
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | the
      engagement of the independent registered public accounting firm and the
      evaluation of the independent registered public accounting firms qualifications
      and independence      
| | (iii) | the
      Groups compliance with legal and regulatory requirements relating
      to the annual report and financial reporting, including the Groups
      disclosure controls and procedures; and
| | (iv)  | the
      performance of the internal audit function and oversight of the performance
      of the independent registered public accounting firm.                                                   

The Compensation
  Committee consists of the Chairman of the Board of Directors, and the Vice Chairman
  of the Board of Directors. The Compensation Committee approves the compensation
  and other terms of employment for the members of the Groups Executive
  Committee and the framework of the Group incentive program.

Employees

In
  recent years, it has been necessary to reduce our domestic workforce, primarily
  to adjust to the decline in traditional landline telephony and intensified competition
  in the domestic market. Increased customer interest in self-service and Internet-based
  solutions has also contributed to this trend. The adjustment was effected partly
  by natural attrition and the completion of redundancy programs in 2003 and 2004.
  At year-end 2004, we have 20,573 full-time employee equivalents compared with
  21,125 in 2003. Our domestic operations account for the majority of the decrease,
  and at year-end 2004 we had 14,998 domestic full-time employee equivalents compared
  with 16,014 in 2003.

The
  following table shows the number of individuals we employed within our 100%
  owned companies at December 31, 2002, 2003 and 2004:

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|                          |        |  |        |  |        |  | Change
      from  |  | Change
      from  | 
|------------------------- | ------ |  | ------ |  | ------ |  | ------------------ |  | ------------------ | 
|                          | 2002   |  | 2003   |  | 2004   |  | 2002
      to 2003 |  | 2003
      to 2004 | 
|                          |        |  |        |  |        |  |                    |  |                    | 
|                          |        |  |        |  |        |  |                    |  |                    | 
|Domestic
      activities | 16,682 |  | 15,677 |  | 14,845 |  | -1,005             |  | -832               | 
|International activities  | 2,687  |  | 5,110  |  | 5,711  |  | 2,423              |  | 601                | 
|                          |        |  |        |  |        |  |                    |  |                    | 
|Total                     | 19,369 |  | 20,787 |  | 20,556 |  | 1,418              |  | -231               | 
|                          |        |  |        |  |        |  |                    |  |                    | 

The average number of temporary employees during 2004 was 215.

More than 95 % of our employees in Denmark are covered by a collective agreement with one of three major unions. Each union is a member of nationally
organized unions.

We are a member of the Confederation of Danish Industries. The Confederation negotiates and concludes the collective agreements in Denmark on behalf of its
members. We participate in such negotiations. Within the framework of the collective agreements it is possible for us to conclude local agreements in Denmark with the unions as supplements to the general collective agreements.

We have a special agreement on cooperation with employees in Denmark, which relies on a system of cooperation committees at different levels in the
organization. Our management and the employees are represented in such committees. The committees have a number of annual meetings during which every aspect of working conditions, except collective agreements, may be covered.

Share Ownership

As of December 31, 2004, members of our Board of Directors held 4,010 of our shares and members of our Executive Committee hold 31,923 of our shares, a
combined total of less than 1% of our outstanding share capital. See note 4 to our consolidated financial statements for additional information concerning share options held by members of the Board of Directors and Executive Committee.

As of April 30, 2005, 4,308,288 of our shares were subject to options, of which 10,500 were held by the Board of Directors and 309,659 were held by the
Executive Committee. The exercise price of the options corresponds to the market price of the shares on their date of grant and ranges from DKK 151.98 to DKK 690.00 per share.

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Item
  7 Major Shareholders and Related Party Transactions

Major Shareholders and Brief History of Share Capital

At December 31, 2004 our share capital amounted to DKK 1,082 million, consisting of 216,459,540 shares with a nominal value of DKK 5 per share.

From the date of our international share issue, in April 1994, until February 28, 1997, the Danish State owned the majority of our class A shares,
corresponding to 51.0% of our share capital as of February 28, 1997. The remaining privately held class A shares were purchased by the Danish State on March 1, 1997, at a predetermined price of DKK 125 per share. After the purchase, the Danish State
owned 51.73% of our share capital and the remaining 48.27% was split among the class B shareholders.

When the class A shares were purchased by the Danish State on March 1, 1997, the previous owners of the class A shares retained their right to receive
dividends with respect to their shareholdings in 1996 (which were to be paid after the Annual General Meeting in 1997) and the first two months of 1997 (which were to be paid after the Annual General Meeting in 1998). Dividends on the class A shares
were limited to DKK 10 per share (10% of their nominal value) until March 1, 1997, after which dividends on one class A share equaled dividends paid on ten class B shares, until June 1998.

At the end of October 1997, we announced a strategic partnership with Ameritech, a leading American telecommunications company. Ameritech supported the
partnership by acquiring, on January 12, 1998, 4,500,000 of our class A shares from the Danish State, representing 34.4% of our share capital.

At an Extraordinary General Meeting on January 19, 1998, shareholders approved a repurchase of the Danish States remaining 2,277,023 class A shares.
Each such share was purchased for DKK 4,381.77. After canceling the repurchased shares on April 24, 1998, our share capital was reduced to DKK 1,082 million, composed of 4,500,000 class A shares, nominal value DKK 100 per share, and 63,229,770 class
B shares, nominal value DKK 10 per share.

On June 1, 1998 each class A share was converted into ten class B shares.

At an Extraordinary General Meeting on May 21, 1999, our shareholders approved a 2 for 1 stock split. As of June 2, 1999, the number of our shares
outstanding has equaled 216,459,540, each with a nominal value of DKK 5.

Following a change in our Memorandum of Association,after April 24, 1998, no person or depositary has been allowed to control, through ownership or otherwise, shares representing more than 9.5% of our share capital without the consent of the Board of
Directors. At the time of the announcement of our strategic partnership with Ameritech, this consent was granted.

In October 1999, Ameritech merged into SBC Communications. As a result, as of December 31, 2003, SBC Communications owned 41.58% of our share capital.

In June 2004 SBC reduced its shareholding in TDC to 9.5% and in November 2004, SBC sold its remaining 9.5%. As a result, TDC shareholder structure now
comprises mainly North American and European institutional investors as well as private individuals. In connection with SBC's selling of TDC shares in June 2004, TDC bought 18,084,363 of its own shares or equivalent to approximately 8.4% of the
outstanding shares. Upon the completion of the transaction TDC held approximately 10% of its share capital.

At the Annual General Meeting held on March 17, 2005 it was resolved to reduce our share capital by cancellation of a part of our own shares equal to the
number acquired from SBC, i.e. approximately 8.4% of TDCs share capital. The implementation of the reduction of the share capital is subject to the expiration of a 3 month advertisement period in which

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no creditors have proven their claims. TDC will after the reduction of the share capital hold approximately 1.6% own shares to cover the commitment under TDC's share option program.

At the Annual General Meeting held on 17 March 2005 it was also resolved to amend the Articles of Association by lifting the provision according to which no
shareholder should be entitled to own and/or control shares corresponding to more than 9.5% of the authorized share capital of the company, unless the Board of Directors had consented.

Shareholders owning more than 5% of our shares at any time since January 1, 2000, and their respective holdings at the end of 2000, 2001, 2002, 2003 and
2004, are set forth in the table below.

|                        |                    |  |                |  | Arbejdsmarkedets     |  |         |  |            | 
|----------------------- | ------------------ |  | -------------- |  | -------------------- |  | ------- |  | ---------- | 
|                        | SBC Communications |  | Tillægspension |  | Franklin / Templeton | 
|                        |                    |  |                |  |                      | 
|                        | Shares             |  | Percent        |  | Shares               |  | Percent |  | Shares     | 
|                        |                    |  |                |  |                      |  |         |  |            | 
|                        |                    |  |                |  |                      |  |         |  |            | 
|December
      31, 2000 | 90,000,000         |  | 41.58          |  | 13,344,400           |  | 6.16    |  | 522,600    | 
|December 31, 2001       | 90,000,000         |  | 41.58          |  | 16,871,300           |  | 7.79    |  | 1,554,000  | 
|December
      31, 2002 | 90,000,000         |  | 41.58          |  | 14,708,000           |  | 6.79    |  | 8,229,000  | 
|December 31, 2003       | 90,000,000         |  | 41.58          |  | 12,885,254           |  | 5.95    |  | 9,750,154  | 
|December
      31, 2004 | 0                  |  | 0              |  | 11,576,967           |  | 5.35    |  | 11,166,758 | 



|                        |            |  |         |  |            |  |         |  |  |  |  | 
|----------------------- | ---------- |  | ------- |  | ---------- |  | ------- |  |  |  |  | 
|                        | Capital    |  | TDC     |  |            |  |         | 
|                        |            |  |         |  |            | 
|                        | Shares     |  | Percent |  | Shares     |  | Percent |  |  |  |  | 
|                        |            |  |         |  |            |  |         |  |  |  |  | 
|December
      31, 2000 | 3,758,300  |  | 1.74    |  | 793,347    |  | 0.37    |  |  |  |  | 
|December
      31, 2001 | 0          |  | 0.00    |  | 1,206,059  |  | 0.56    |  |  |  |  | 
|December
      31, 2002 | 0          |  | 0.00    |  | 1,671,471  |  | 0.77    |  |  |  |  | 
|December
      31, 2003 | 6,719,702  |  | 3,10    |  | 3,167,764  |  | 1.46    |  |  |  |  | 
|December
      31, 2004 | 17,514,399 |  | 8,09    |  | 21,582,145 |  | 9.97    |  |  |  |  | 

The major shareholders listed above do not have voting rights different from other shareholders.

We are not currently aware of any arrangements that may, at a subsequent date, result in a change of control of TDC Group.

It is estimated that our shares by the end of 2004 are distributed such that approximately 31% are held in the United States, 35% in Denmark, 33% in the rest
of Europe and less than 1% in the Asia/Pacific region. At December 31, 2004 there were approximately 4,975 holders on record in the United States.

Related Party Transactions

Danish companies in the TDC Group have entered into certain lease transactions with their related Danish pension funds. For further information about related
party transactions, please see note 28 to our consolidated financial statements.

Interests of Experts and Counsel

Not
  applicable.

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Item
  8 Financial Information

Consolidated Statements and Other Financial Information

See Item 17, Financial Statements.

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Item
  9 The Offer and Listing

Offer and Listing

The table below sets forth, for the calendar periods indicated, the high and low prices for our shares, as reported by the Copenhagen Stock Exchange in
Danish kroner, and our ADSs, as reported on the New York Stock Exchange Composite Tape in US dollars.

|                    | DKK
      per share   |  | USD
      per ADS   | 
|------------------- | --------------------- |  | ------------------- | 
|                    |                       |  |                     | 
|Year                | High                  |  | Low                 | 
|                    |                       |  |                     | 
|2000                | 764                   |  | 315                 | 
|2001                | 440                   |  | 250                 | 
|2002                | 305                   |  | 150.5               | 
|2003                | 218.5                 |  | 144                 | 
|2004                | 255                   |  | 188.5               | 
|                    |                       |  |                     | 
|Year                | DKK
        per share |  | USD
        per ADS | 
|                    |                       |  |                     | 
|2003                | High                  |  | Low                 | 
|                    |                       |  |                     | 
|First quarter       | 193                   |  | 144                 | 
|Second quarter      | 196                   |  | 160                 | 
|Third quarter       | 216.5                 |  | 183                 | 
|Fourth quarter      | 218.5                 |  | 199                 | 
|                    |                       |  |                     | 
|2004                |                       |  |                     | 
|First quarter       | 255                   |  | 217                 | 
|Second quarter      | 226.5                 |  | 188.5               | 
|Third quarter       | 223                   |  | 196                 | 
|Fourth quarter      | 237                   |  | 210.25              | 
|                    |                       |  |                     | 
|2005                |                       |  |                     | 
|First quarter       | 236                   |  | 258.5               | 
|                    |                       |  |                     | 
|                    | DKK
        per share |  | USD
        per ADS | 
|                    |                       |  |                     | 
|Month               | High                  |  | Low                 | 
|                    |                       |  |                     | 
|November
      2004 | 229.25                |  | 213.75              | 
|December
      2004 | 237                   |  | 223                 | 
|January
      2005  | 241.75                |  | 236                 | 
|February
      2005 | 257                   |  | 241.25              | 
|March 2005          | 258.5                 |  | 236                 | 
|April 2005          | 263.5                 |  | 241.5               | 

Fluctuations in exchange rates between the Danish kroner and the US dollar will affect the US dollar equivalents of the Danish kroner price of our shares on
the Copenhagen Stock Exchange and, as a result, will affect the market prices of our ADSs in the United States.

Plan of Distribution

Not applicable.

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Markets

Our shares are listed for trading on the Copenhagen Stock Exchange (ISIN DK00-1025333-5) and on the New York Stock Exchange in the form of American
Depositary Shares, or ADSs (NYSE ticker symbol TLD). The nominal value of one share is DKK 5, and the value of one ADS is half the value of one share. Options for our shares are quoted on the Copenhagen Stock Exchange.

Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

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Item
  10 Additional Information

Share Capital

Not applicable.

Memorandum and Articles of Association

TDC A/S is registered as a public limited company at the Danish Commerce and Companies Agency with the registration no. CVR 1477 3908.

Our Objects

Our objects are, according to Article 3(1) of our Articles of Association, to conduct business within communications, services, directories and media,
investment, financing, advisory services, trade and any other related business, whether in Denmark or abroad, if appropriate in the form of joint ventures with other Danish or foreign-based companies.

Powers of the Directors

All members of our Board of Directors have equal voting rights, and all resolutions are passed by a simple majority of votes. However, in the event of a tie,
the Chairman, or in his absence, the Vice-Chairman, shall have the casting vote. The Board of Directors forms a quorum when a majority of its members is present.

According to the Danish Companies Act, no member of the Board of Directors or the Executive Committee may take part in the consideration of any business
involving agreements between any member of the group and himself, legal actions brought against himself, or any business involving agreements between any member of the group and any third party or legal actions brought against any third party, if he
has a major interest therein that might conflict with our interests.

The Danish Companies Act also prohibits us from granting loans or providing securities to any members of the Board of Directors or the Executive Committee.
This prohibition also applies to anyone particularly close to such a member of the Board of Directors or the Executive Committee.

In legal transactions, we are bound by the joint signatures of any three members of the Board of Directors, one of whom must be the Chairman or the
Vice-Chairman, or by the joint signatures of any two members of the Executive Committee.

Compensation of the Board of Directors must be approved by the shareholders at a General Meeting. The Board has established a Board Committee, the
Compensation Committee, consisting of the Chairman and the Vice Chairman of the Board of Directors, which approves the compensation for the Executive Committee.

Neither our constituent documents nor the Danish Companies Act requires our directors to retire when a certain age is reached, and there are no shareholding
requirements for our directors; however the Board of Directors has resolved that the directors must retire at the age of 67.

Dividends

If the shareholders at an Annual General Meeting approve a suggestion from the Board of Directors to pay dividends, then all shareholders and holders of ADSs
are entitled to receive dividends pro rata to their shareholding in TDC A/S.

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The shares rank equal in the event of a return on capital by the company, upon a winding-up, liquidation or otherwise.

Voting Rights

All the ordinary shares carry equal rights to vote at general meetings.

Except as otherwise provided, decisions that shareholders are entitled to make pursuant to Danish law or our Articles of Association may be made by a simple
majority of the votes cast. In the case of elections, the persons who obtain the most votes cast are deemed elected. However, certain decisions, including resolutions to waive preferential rights in connection with any share issue, to approve a
merger or demerger, to amend our Articles of Association or to authorize an increase or reduction in our share capital must receive the approval of at least two thirds of the aggregate number of votes cast as well as two thirds of share capital
represented at a shareholders meeting.

Convening of Shareholder Meetings and Admission

General Meetings shall be convened by the Board of Directors and shall be held in Greater Copenhagen. The meetings shall be convened by a letter sent to all
shareholders entered in the Companys Register of Shareholders who have so requested and by a notice inserted in the Danish Official Gazette and in one or more Danish or foreign daily newspapers as directed by the Board of Directors.

The Annual General Meeting is held every year before the end of April and shall be called by not less than 14 days nor more than 28 days notice.

Extraordinary General Meetings, which may be called by resolution of either the Board of Directors, our Auditors, or by the shareholders at an Annual General
Meeting shall be called by not less than 8 days nor more than 28 days notice. Furthermore, an Extraordinary General Meeting shall be convened whenever, for the consideration of a specified subject, a shareholder holding at least one-tenth of our
share capital requests such a meeting in writing. The Extraordinary General Meeting shall be convened within 14 days of receipt of the pertinent request.

Every shareholder is entitled to attend a General Meeting provided that he has obtained an admission card from our head office during ordinary office hours
at least five days before the date of the General Meeting.

Shareholders may appoint proxies by a written and dated instrument. Proxies may not be appointed for a period exceeding one year.

According to the Danish Companies Act, the affirmative vote of two thirds of the votes cast as well as two thirds of the aggregate share capital represented
at the general meeting is required to amend our Articles of Association. Furthermore, any amendment which would reduce any shareholders right in respect of dividend payments or rights upon liquidation, or restrict the transferability of
shares, requires a majority vote of at least 90%. Any amendment which will alter the legal relationship between shares that were previously equal or make any issued shares redeemable needs the consent of all shareholders affected thereby.

Limitations on Rights to Own Securities

At our Annual General Meeting held on March 17, 2005 it was resolved to amend the Articles of Association by lifting the provision according to which no
shareholder should be entitled to own and/or control shares corresponding to more than 9.5% of the authorized share capital of the company, unless the Board of Directors had consented.

As from March 17, 2005 no limitations on the rights of nonresident or foreign owners to hold or vote our shares or ADSs are imposed by the laws of Denmark,
our Articles of Association, nor any of our other constituent documents.

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Ownership Disclosure

According to the Danish Companies Act, a shareholder must disclose its ownership if it owns more than 5% of our nominal share capital.

Changes in Capital

The conditions imposed by our Articles of Association and other constitutive documents regarding changes in capital are no more stringent than those required
by the Danish Companies Act.

Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in Denmark, including but not limited to foreign exchange controls, that restrict
the export or import of capital, or that affect the remittance of dividends, interest or other payments to nonresident holders of our shares or ADSs.

There are no limitations on the rights of nonresident or foreign owners to hold or vote our shares or ADSs imposed by the laws of Denmark, our Articles of
Association, or any of our other constituent documents.

Taxation

The following is a summary of the principal Danish and US federal income tax considerations that are likely to be material to the ownership and disposition
of shares or ADSs. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to the ownership or disposition of shares or ADSs. YOU ARE STRONGLY ENCOURAGED TO CONSULT YOUR OWN TAX ADVISERS
REGARDING THE TAX

CONSEQUENCES TO YOU OF ACQUIRING, OWNING OR DISPOSING OF SHARES OR ADSs IN THE

COMPANY. In particular, this summary applies to you only if you hold shares or ADSs as capital assets for tax purposes, and are the beneficial owner of less than 10% of the share capital
of the company. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:

| |  | a
      dealer in securities or currencies;                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | a
      trader in securities that elects to use a mark-to-market method of accounting
      for securities holdings;       
| |  | a
      bank;                                                                                                              
| |  | a
      life insurance company;                                                                                            
| |  | a
      tax-exempt organization;                                                                                           
| |  | a
      person that holds shares or ADSs that are a hedge or that are hedged against
      interest rate or currency risks;
| |  | a
      person that holds shares or ADSs as part of a straddle or conversion transaction
      for tax purposes;           
| |  | a
      person whose functional currency for tax purposes is not the US dollar;
      or                                   
| |  | a
      person that owns or is deemed to own ten percent or more of any class of
      our stock.                          

The summary is based on laws, treaties, and regulatory interpretations in effect on the date hereof, all of which are subject to change, possibly on a
retroactive basis. You should consult your own tax advisers regarding the tax consequences of purchasing, owning, or disposing of shares or ADSs in the light of your particular circumstances, including the effect of any state, local, or other
national laws.

Danish Tax Considerations

The following discussion applies to holders of shares or ADSs that are not resident in Denmark for tax purposes (or otherwise subject to full Danish tax
liability), and do not hold shares or ADSs in connection with a trade or business conducted through a permanent establishment in Denmark.

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Dividends.Dividends paid by us to you are generally subject to Danish
withholding tax at a 28 percent rate. You may, however, qualify for a reduced rate of taxation under an applicable income tax treaty. If you so qualify, you may be able to claim a reduced rate of withholding or a refund of the difference between the
amount initially withheld and the amount determined by applying the applicable treaty rate. The income tax treaty between Denmark and the United States (the Treaty) generally provides for Danish withholding tax on dividends at a reduced
rate of 15 percent. You should consult your own tax advisers regarding the specific procedures for claiming a reduced rate of withholding or refund of Danish withholding tax.

Sales of Shares or ADSs.Capital gain realized by you on a sale of shares
or ADSs will be exempt from Danish taxation.

Estate, Gift and Wealth Taxes.No Danish estate taxes will be payable in
respect of shares or ADSs held by an individual non-resident of Denmark whose estate is not administered in Denmark. No Danish gift taxes will be payable if neither the donor nor the donee of shares or ADSs is resident in Denmark. No Danish wealth
tax will be payable in respect of shares or ADSs held by a non-resident of Denmark.

US Federal Income Tax Considerations

The following is a summary of the principal US federal income tax considerations that are likely to be material to the ownership and disposition of shares or
ADSs by you if you are an eligible US holder. You will be an eligible US holder if you are a resident of the United States for the purposes of, and fully eligible for benefits under, the Treaty. You will generally be entitled to Treaty benefits in
respect of shares or ADSs if you are:

| |  | the
      beneficial owner of the shares or ADSs (and the dividends paid with respect
      thereto);
| | - | -----------------------------------------------------------------------------------------------------
| |  | an
      individual citizen or resident of the United States or a US domestic corporation;           
| |  | not
      also a resident of Denmark for Danish tax purposes; and                                    
| |  | not
      subject to an anti-treaty shopping article that applies under limited circumstances.       

The treaty benefits discussed herein generally are not available to holders that hold shares or ADSs in connection with the conduct of a business through a
permanent establishment, or the performance of personal services through a fixed base, in Denmark. This summary does not discuss the treatment of such holders.

In general, if you hold ADSs, you will be treated as the holder of the shares represented by those ADSs for US federal income tax purposes and for purposes
of the Treaty.

Dividends.The gross amount of any dividends distributed by us with
respect to shares or ADSs (including amounts withheld in respect of Danish tax) generally will be subject to US federal income taxation as foreign source dividend income. You will include dividends paid in a currency other than the US dollar in
income in a dollar amount calculated by reference to the exchange rate in effect on the date you receive the dividends (or, in the case of ADSs, the date the depositary receives them). Subject to certain exceptions for short-term and hedged
positions the US dollar amount of dividends received by an individual prior to January 1, 2009 with respect to the shares or ADSs will be subject to taxation at a maximum rate of 15% if the dividends are "qualified dividends." Dividends paid on the
shares and ADSs will be treated as qualified dividends if (i) the company is eligible for the benefits of a comprehensive income tax treaty with the united states that the irs has approved for the purposes of the qualified dividends rules and (ii)
the company was not, in the year prior to the year in which the dividend is paid, and is not, in the year in which the dividend is paid, (a) a passive foreign investment company ("PFIC") or (b) for dividends paid prior to the 2005 tax year, a
foreign personal holding company ("FPHC") or foreign investment company ("FIC"). The income tax treaty between Denmark and the United States has been approved for the purposes of the qualified dividend rules. Based on the Companys audited
financial statements and relevant market and shareholder data, the Company believes that it was not treated as a PFIC, FPHC or FIC for US federal income tax purposes with respect to its 2003 or 2004 taxable year. In addition, based on the
Companys audited financial statements and its current expectations regarding the value and nature of its assets, the sources and nature of its

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income, and relevant market and shareholder data, the Company does not anticipate becoming a PFIC for its 2005 taxable year.

The US Department of the Treasury has announced its intention to promulgate rules pursuant to which holders of shares and ADSs and intermediaries though whom
such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, it is not clear whether the Company will be able to
comply with them. Holders of shares and ADSs should consult their own tax advisers regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

If you convert dividends paid in a foreign currency into dollars on the date you receive them (or, in the case of ADSs, on the date the depositary receives
them), you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. You may be required to recognize foreign currency gain or loss on the receipt of a refund of Danish withholding tax pursuant to
the Treaty to the extent the dollar value of the refund differs from the dollar equivalent of that amount on the date of receipt of the underlying dividend.

Subject to generally applicable limitations under US law, Danish withholding tax at the rate provided under the Treaty will constitute a foreign income tax
that is eligible for credit against your US federal income tax liability or, at your election, may be deducted in computing taxable income. Under certain conditions, foreign tax credits are not allowed for withholding taxes imposed in respect of
short-term or hedged positions. You should consult your own tax advisers if you have questions about whether such rules may affect your ability to utilize foreign tax credits. You should consult your own advisers concerning the implications of these
rules in the light of your particular circumstances.

Sale or other Disposition of Shares or ADSs.For US federal income tax
purposes, gain or loss you realize on the sale or other disposition of shares or ADSs will be capital gain or loss, and will be long-term capital gain or loss if the shares or ADSs were held for more than one year. The net amount of long-term
capital gain recognized by an individual holder generally is subject to taxation at a reduced rate. Your ability to deduct capital losses is subject to limitations.

US Information Reporting and Backup Withholding Rules

Payments in respect of the shares or ADSs that are made in the United States or by a US-related financial intermediary will be subject to information
reporting and may be subject to a backup withholding unless you:

| |  | are
      a corporation or other exempt recipient; or                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | provide
      a taxpayer identification number and certify that no loss of exemption from
      backup withholding has occurred.

If you are not a US person, you generally are not subject to these rules, but may be required to provide certification of non-US status in order to establish
that you are exempt.

Dividends and Paying Agents

Not
  applicable.

Statement by Experts

Not
  applicable.

Documents on Display

We are subject to the informational requirements of the Securities Exchange Act of 1934. We file annual and special reports and other information with the
Securities and Exchange Commission. You may read and copy this information at the following location:

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Public
  Reference Room

450 Fifth Street, N.W.

Room
  1024

Washington,
  D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of these materials can also be obtained by mail at
prescribed rates from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Our ADSs are listed on the New York Stock Exchange and, consequently, the periodic reports and
other information we file with the SEC can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

Copies of this Annual Report on Form 20-F can be obtained upon request from TDC, Investor Relations, Nørregade 21, DK-0900 Copenhagen C, Denmark.
Copies can also be downloaded from the Investor Relations pages on http://tdc.com/article.php?dogtag=art_3959_061485. The Form 20-F is also filed and can be viewed via EDGAR on www.sec.gov.

Subsidiary Information

Not
  applicable.

Item 10C Material Contracts

Not
  applicable.

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Item
  11 Qualitative and Quantitative Disclosures about Market Risk

Our business is exposed to certain market and credit risks related to our financial portfolio, investments in foreign companies, and purchases and sales of
goods and services denominated in foreign currencies. As a result, we have established risk management policies and procedures to identify, monitor and control each of these risks. Our Management approves these policies and procedures, and the Board
of Directors defines the highest acceptable levels of exposure.

The market values of financial assets and liabilities and of interest-rate, exchange-rate, credit and share-price exposures are computed on a daily
basis.

Generally, we hold or issues derivatives for economic hedging purposes only.

Market Risk

TDC is exposed to certain market and credit risks related to its financial portfolios, investments in foreign companies, and purchases and sales of goods and
services denominated in foreign currencies.

TDC identifies, monitors and controls each of these risks through risk management policies and procedures approved by Management. The market values of
financial assets and liabilities and interest-rate, exchange-rate, credit and share price exposures are computed on a daily basis. The Board of Directors defines the highest acceptable levels of exposure.

Refinancing

In order to reduce its refinancing risk, TDC aims to even out the maturity profile of the loan portfolio. To further reduce its refinancing risk, TDC had
committed credit lines of DKK 10.2bn at year-end 2004.

Interest rate

TDC has raised floating and fixed interest-rate loans with maturities of up to 9 years.

Interest-rate risk management involves surveillance of TDCs interest-bearing assets, liabilities and financial instruments. The interest-rate risk is
calculated according to the value-at-risk method and is managed using interest-rate swaps.

Exchange rate

The net exchange-rate exposure in domestic companies from trade accounts payable and receivable is hedged on the date on which it is known.

The exchange-rate exposure from TDCs business activities relates materially to the net income in foreign subsidiaries, as their income and expenses are
denominated mainly in local currencies.

Currency swaps and forward-exchange contracts are used to minimize exposures from financial activities in foreign currencies. However, TDC does not consider
positions in euro (EUR) to constitute a major risk because of the fixed-exchange-rate policy of the Danish government vis-à-vis the euro.

TDC does not hedge investments in foreign enterprises, but has decided to hedge the investment in TDC Switzerland. Currency gains/losses resulting from this
activity are reflected in currency translation adjustments under shareholders equity.

Value at risk

Market risk is the risk of fluctuations in the market value of a financial instrument as a result of changes in market factors. Statistical models based on
fluctuations in historical prices can estimate potential losses that could arise from

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changes in market conditions. The estimates are calculated using a probability-based approach for measuring TDCs exposure to market risks.

TDC performs daily value-at-risk analyses (VaR) of all its significant financial instruments based on volatilities of and correlations between exchange rates
and interest rates respectively. The VaR calculations are based on the portfolios held and express how adverse changes in market prices affect the market value of TDCs financial instruments.

The daily estimates represent the maximum potential financial loss to TDC, at a 95% confidence level, from adverse changes in either interest rates or
foreign exchange rates over a one-year period.

The interest rate VaR for net interest-bearing debt amounted to DKK 1,165m at year-end 2004 compared with DKK 1,352m at year-end 2003.

The average interest VaR for 2004 totaled DKK 1,184m and moved within an interval between DKK 953m and DKK 1,359m. TDCs approved maximum of DKK 2,000m
for interest VaR was therefore not exceeded at any time in 2004. The highest interest VaR observed was 68% of the maximum approved amount.

Foreign exchange VaR for net interest-bearing debt, the investment in TDC Switzerland as well as trade accounts payable and receivable amounted to DKK 4m at
year-end 2004 compared with DKK 15m at year-end 2003.

The average foreign-exchange VaR for 2004 amounted to DKK 11m and moved within an interval between DKK 1m and DKK 92m. TDCs approved maximum of DKK
300m for foreign-exchange VaR was therefore not exceeded at any time in 2004. The highest foreign-exchange VaR observed was 31% of the approved maximum.

In TDC's opinion, its approved maximum amounts for interest-rate and currency exposures are acceptable compared with its expected future earnings, equity and
market capitalization.

|Value
        at risk amounts from adverse changes in interest rates and foreign exchange
        rates1                                                                    |  |  |       |       |       |       |       |       |       | DKKm  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----- | ----- | ----- | ----- | ----- | ----- | ----- | ----- | 
|                                                                                                                                                                           
|                                                                                                                                                                            |  |  | 1Q03  | 2Q03  | 3Q03  | 4Q03  | 1Q04  | 2Q04  | 3Q04  | 4Q04  | 
|                                                                                                                                                                            |  |  |       |       |       |       |       |       |       |       | 
|Interest rate value-at-risk
      on net interest-bearing debt                                                                                                              |  |  | 1,171 | 1,172 | 1,380 | 1,352 | 1,291 | 1,218 | 1,089 | 1,165 | 
|Foreign exchange
      rate value-at-risk on net interest bearing debt, the                                                                                                 |  |  |       |       |       |       |       |       |       |       | 
|investment in TDC
      Switzerland and net trade accounts                                                                                                                  |  |  | 32    | 33    | 23    | 15    | 5     | 5     | 3     | 4     | 
|1End-of-period
      figures for TDC A/S, TDC Solutions A/S, TDC Mobile International A/S, TDC
      Mobil A/S, TDC Directories A/S, TDC Services A/S and TDC Cable TV A/S. |  |  |      

Credit risk

TDC is exposed to credit risks in a variety of areas: as a supplier of services to Danish and international customers and business partners, as counterparty
to financial contracts, and as a holder of securities.

Credit risks associated with TDCs financial contracts are managed by a set of policies and procedures stating approved maximum credit limits based on
e.g. credit ratings of counterparties.

Shares

TDC has no significant shareholdings other than shares held in subsidiaries and associated enterprises.

TDC held 21,582,145 shares or almost 10% of the common shares at year-end 2004. Most of the shares were acquired in 2004 when the former main shareholder,
SBC, sold its shares. In addition, TDC holds shares to cover the commitments under TDCs share option program.

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At our Annual General Meeting held on March 17, 2005 it was resolved to amend the Articles of Association by lifting the provision according to which no
shareholder should be entitled to own and/or control shares corresponding to more than 9.5% of the authorized share capital of the company, unless the Board of Directors had consented.

As from March 17, 2005 no limitations on the rights of nonresident or foreign owners to hold or vote our shares or ADSs are imposed by the laws of Denmark,
our Articles of Association, nor any of our other constituent documents.

On March 17, 2005 the Annual General Meeting resolved to reduce our share capital by cancellation of a part of our own shares equal to the number acquired
from SBC Communications in June 2004, i.e. approximately 8.4% of the share capital. The implementation of the reduction of the share capital is subject to the expiration of a 3 month advertisement period in which no creditors have proven their
claims. TDC will after the reduction of the share capital hold approximately 1.6% own shares to cover the commitment under TDC's share option program.

TDCs pension funds

TDC's pension funds invest in a variety of marketable securities, including equities. The rate of return on these investments has implications for TDC's
financial results and pension plan funding requirements. TDC is obliged to cover any shortfall in these pension funds' ability to comply with the premium reserve requirements under the Danish Act on Company Pension Funds.

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Item
  12 Description of Securities Other than Equity Securities

Not applicable.

Item
  13 Defaults, Dividend Arrearages and Delinquencies

None.

Item
  14 Material Modifications to the Rights of Security Holders and Use of Proceeds

At our Annual General meeting on March 17, 2005 the company's Articles of Association was amended, which included the abolition of the rules in the Articles
of Associations stipulating that no shareholder must own and/or control more than 9.5% of the common shares without the consent of the Board.

Item
  15 Controls and Procedures

Evaluation of disclosure controls and procedures

We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and our chief
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2004. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including
the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon
our evaluation, our chief executive officer and our chief financial officer have concluded that the disclosure controls and procedures as of December 31, 2004 were effective to provide reasonable assurance that information required to be disclosed
in the reports we file and submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as and when required.

There have been no changes in our internal control over financial reporting during 2004 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

Item
  16A Audit committee financial expert

The Board of Directors has determined that Kurt Anker Nielsen, qualifies as an audit committee financial expert within the meaning of this Item 16A. Kurt
Anker Nielsen fulfil the independence requirements prescribed by the New York Stock Exchange.

Item
  16B Code of Ethics

We have not adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended, because our senior executive
and financial officers are bound by Danish mandatory ethics rules and a number of internal rules and guidelines, which we believe have collectively a purpose and function that is substantially similar to a code of ethics within the meaning of Item
16B.

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Such Danish mandatory ethics rules include various Danish corporate laws, including rules regarding the mandatory two-tier board of directors system, Danish
securities laws and related listing rules of the Copenhagen Stock Exchange, providing detailed rules regarding insider-trading and disclosure requirements. In addition, TDC has detailed internal insider trading rules and we have implemented a number
of compliance programmes and policies. Moreover, many of our employment contracts for our directors and executive managers include provisions regarding conflict of interests. Finally, we have developed corporate principles that describe our vision
and values, which have been implemented throughout TDC and which form the basis for our business conduct.

Item
  16C Principal Accountant Fees and Services

Audit fees

The aggregate audit fees for 2004 amounted to DKK 15 million compared with DKK 19 million in 2003.

Audit fees consist of fees billed for the annual audit of our consolidated financial statements and the financial statements of the parent company, TDC A/S.
They also include fees billed for other audit services, which are those services that only the statutory auditor can provide, and include the review of documents filed with the SEC.

Audit-related fees

The aggregate audit-related fees for 2004 amounted to DKK 13 million compared with DKK 8 million in 2003.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our
financial statements and include consultations concerning financial accounting and reporting standards and internal control reviews.

Tax fees

The aggregate tax fees for 2004 amounted to DKK 6 million compared with DKK 5 million in 2003.

Tax fees include fees billed for tax compliance services, including assistance on the preparation of tax returns and claims for refund; tax consultation and
-assistance, tax advice related to mergers and acquisitions, transfer pricing, and requests for rulings or technical advice from tax authorities; tax planning services; and expatriate tax compliance, consultation and planning services.

All other fees

For 2004, all other fees to the independent auditor amounted to DKK 3 million compared with DKK 5 million in 2003.

All other fees included fees for risk management advisory services and actuarial services.

Pre-approval policies

The Audit committee assesses all requests for services to be performed by the independent auditor to TDC and any of its subsidiaries for compliance with the
established pre-approval policy. The pre-approval policy requires the Audit committee to assess the nature and scope of the proposed services including engagement terms and fees for all audit and non-audit services prior to the engagements in order
to assure that the provision of such services does not impair the auditor's independence in light of applicable Danish and international law, as well as the principles and other guidance

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enunciated by the Securities and Exchange Commission and the Public Company Accounting Oversight Board. The Audit committee will also take into account other factors in this
determination, such as the ratio of audit to non-audit services for a given period and whether the level of non-audit services, even if permissible under applicable law, is appropriate in light of the independence of the auditor.

None of the accountant services listed above were approved by the Board of Directors pursuant to any de minimis exception from the pre-approval policy.

Item
  16E Purchase of Equity Securities by the Issuer and Affiliated Purchasers

|                     |                                  |  |                                           |  |                                                                                   |  |                                                                                 | 
|-------------------- | -------------------------------- |  | ----------------------------------------- |  | --------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | 
|                     | (a)
      Total Number of Shares |  | (b)
      Average Price Paid per Share in |  | (c)
      Total Number of Shares Purchased as Part of Publicly Announced Plans or |  | (d)
      Maximum Number of Shares that may yet be purchased under the Plans or | 
|2004                 | Purchased                        |  | DKK                                       |  | Programs                                                                          |  | Programs
      (1)                                                              | 
|                     |                                  |  |                                           |  |                                                                                   |  |                                                                                 | 
|                     |                                  |  |                                           |  |                                                                                   |  |                                                                                 | 
|March 1-31
      (2) | 633,270                          |  | 246,02                                    |  | 633,270                                                                           |  | 18,031,546                                                                      | 
|June 1-30
      (3)  | 18,084,363                       |  | 188,50                                    |  | 18,084,363                                                                        |  | 0                                                                               | 
|                     |                                  |  |                                           |  |                                                                                   |  |                                                                                 | 
|Total                | 18,717,633                       |  | 190,45                                    |  | 18,717,633                                                                        |  | -                                                                               | 
|                     |                                  |  |                                           |  |                                                                                   |  |                                                                                 | 



|(1) | The
      Board of Directors may direct TDC to acquire its own shares at a nominal
      value of up to 10 percent of the share capital
      in accordance with section 48 of the Danish Companies Act. The Board of
      Directors was authorized by TDCs shareholders at its April 9, 2003
      Annual General Meeting to acquire up to 10 percent of the share capital
      of TDC. Such shareholder authorization must be renewed at each subsequent
      Annual General Meeting, and on March 29, 2004 as   well
      as on March 17, 2005 the Annual General Meeting approved such an authorization
      until the next Annual General Meeting.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The treasury
      shares purchased in March 2004 were primarily purchased to hedge our commitments
      under the share option program for the Executive Committee and other management
      employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | In June
      2004, SBC Communications announced and reduced its shareholding in TDC from
      41.6% to 9.5%, while TDC  acquired
      approximately 8.4% of TDCs total share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

On March 17, 2005 the Annual General Meeting resolved to reduce our share capital by cancellation of a part of our own shares equal to the number acquired
from SBC Communications in June 2004, i.e. approximately 8.4% of the share capital. The implementation of the reduction of the share capital is subject to the expiration of a 3 month advertisement period in which no creditors have proven their
claims.

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Item
  17 Financial Statements

Index to Consolidated Financial Statements

|                                                                                                       | Page | 
|------------------------------------------------------------------------------------------------------ | ---- | 
|                                                                                                       |      | 
|                                                                                                       |      | 
|Report of
      Independent Registered Public Accounting Firm                                          | F-2  | 
|Consolidated Statements of Income for each of the years in the three-year period                       |      | 
|ended December 31, 2004                                                                                | F-4  | 
|Consolidated
      Balance Sheets at December 31, 2003 and 2004                                        | F-5  | 
|Consolidated Statements of Changes in Shareholders Equity for each of the years in the                |      | 
|three-year period ended December 31, 2004                                                              | F-8  | 
|Consolidated
      Statements of Cash Flows for each of the years in the three-year period
      ended |      | 
|December 31, 2004                                                                                      | F-9  | 
|Notes to
      the Consolidated Financial Statements                                                   | F-12 | 

Item
  18 Financial Statements

The Registrant has responded to Item 17 in lieu of responding to this item.

Item
  19 Exhibits

The following documents are being filed as exhibits to this annual report:

1. 	Articles of Association of TDC A/S (filed in English translation).

8. 	Subsidiaries of TDC A/S (set forth in note 29 to our consolidated financial statements).

12.1 CEO Certification.

12.2 CFO Certification.

13.1 Section 906 Certification.

_________________________

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Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.

TDC A/S (Registrant)

By:/S/ Hans Munk Nielsen

Name: Hans Munk
Nielsen

Title: Executive Vice-President and Chief Financial Officer

Dated: May 23, 2005.

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Exhibit 12.1

CEO CERTIFICATION

I, Henning Dyremose, certify that:

| | 1. | I
      have reviewed this annual report on Form 20-F of TDC A/S;                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not misleading with respect to the period covered by this report;
| | 3. | Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the company as of, and
      for, the periods presented in this report;                      
| | 4. | The
      company's other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-15e and 15d-15e) for the company and have:                                                                                               

| |  | (a) | Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and procedures to be designed under our supervision, to ensure that material
      information relating to the company, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during
      the period in which this report is being prepared;
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (b) | Evaluated
      the effectiveness of the company's disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures as of the end of the period covered by
      this report based on such evaluation; and                                                                                                  
| |  | (c) | Disclosed
      in this report any change in the company's internal control over financial
      reporting that occurred during the period covered by the annual report that
      has materially affected, or is reasonably likely to materially affect, the
      company's internal control over financial reporting; and                                                                             

| |    |                                                                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | The
      company's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the company's
      auditors and the audit committee of the company's board of directors (or
      persons performing the equivalent functions):

| |  |     |                                                                                                                                                                                                                                                                                               
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) | All significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely
      affect the company's ability to record, process, summarize and report financial
      information; and
| |  | (b) | Any fraud,
      whether or not material, that involves management or other employees who
      have a significant role in the company's internal controls over financial
      reporting                                                                                                     

May 23, 2005



|/S/
        Henning Dyremose
      Henning
        Dyremose
      Chief
        Executive Officer
|-------------------------------------------------------------------------------------------------

79

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Exhibit 12.2

CFO CERTIFICATION

I, Hans Munk
  Nielsen, certify that:

|                   | 1. | I have
      reviewed this annual report on Form 20-F of TDC A/S;                                                                                                                                                                                                                                                                 
|------------------ | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |    |                                                                                                                                                                                                                                                                                                                                   
|                   | 2. | Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not misleading with respect to the period covered by this report;
|                   |    |                                                                                                                                                                                                                                                                                                                                   
|                   | 3. | Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the company as of, and
      for, the periods presented in this report;                      
|                   |    |                                                                                                                                                                                                                                                                                                                                   
|                   | 4. | The company's
      other certifying officer and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e
      and 15d-15e) for the company and have:                                                                                               
|                   |    | (a)                                                                                                                                                                                                                                                                                                                               
|                   |    | (b)                                                                                                                                                                                                                                                                                                                               
|                   |    | (c)                                                                                                                                                                                                                                                                                                                               
|                   |    |                                                                                                                                                                                                                                                                                                                                   
|                   | 5. | The company's
      other certifying officer and I have disclosed, based on our most recent
      evaluation of internal control over financial reporting, to the company's
      auditors and the audit committee of the company's board of directors (or
      persons performing the equivalent functions):                    
|                   |    | (a)                                                                                                                                                                                                                                                                                                                               
|                   |    | (b)                                                                                                                                                                                                                                                                                                                               
|                  
|May
      23, 2005



/S/
          Hans Munk NielsenHans
          Munk Nielsen
          Chief Financial Officer  80


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Exhibit 13.1

Certification
  Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 
  (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
  Code)

Pursuant
  to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
  section 1350, chapter 63 of title 18, United States Code), each of the undersigned
  officers of TDC A/S, a Danish corporation (the "Company") does hereby certify,
  to such officer's knowledge, that:

The
  Annual Report on Form 20-F for the year ended December 31, 2004 (the "Form 20-F")
  of the Company fully complies with the requirements of section 13(a) or 15(d)
  of the Securities Exchange Act of 1934 and information contained in the Form
  20-F fairly presents, in all material respects, the financial condition and
  results of operations of the Company.

Dated: May 23, 2005

| | /S/
        Henning Dyremose                            
| | --------------------------------------------------------
| | Henning
        Dyremose
        Chief Executive Officer

Dated May 23, 2005

| | /S/
        Hans Munk Nielsen                            
| | ---------------------------------------------------------
| | Hans
        Munk Nielsen
        Chief Financial Officer

A
  signed original of this written statement required by Section 906 has been provided
  to TDC A/S and will be retained by TDC A/S and furnished to the Securities and
  Exchange Commission or its staff upon request.

81

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TDC
  A/S AND CONSOLIDATED COMPANIES

Index
  to the Consolidated Financial Statements

|                                                                                                                                              | Page
|--------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                              |     
|Report of Independent
      Registered Public Accounting Firm                                                                                 | F-2 
|Consolidated Statements
      of Income for each of the years in the three-year period ended
      December 31, 2004                          | F-4 
|Consolidated Balance
      Sheets at December 31, 2003 and 2004                                                                               | F-5 
|Consolidated Statements
      of Changes in Shareholders' Equity for each of the years in the
      three-year period ended December 31, 2004 | F-8 
|Consolidated Statements
      of Cash Flows for each of the years in the three-year period ended
      December 31, 2004                      | F-9 
|Notes to the Consolidated
      Financial Statements                                                                                          | F-12

The Financial Statements
  of 50 percent or less owned companies which are accounted for by the equity
  method have not been included because the registrants proportional share of
  income from continuing operations before income taxes of each such company and
  the investment in and advances to each such company is less than 20% of consolidated
  income from continuing operations for the Group, before income taxes, and 20%
  of consolidated total assets of the Group, respectively, except as indicated
  in the following sentence. The registrant's proportional share of income from
  continuing operations before income taxes from its investment in Belgacom SA/NV
  exceeded 20% of consolidated income from continuing operations before income
  taxes in fiscal year 2004 due to the gain on the sale of the investment in March
  2004. With respect to the registrant's investment in Belgacom SA/NV, the registrant
  would not have been able to obtain separate financial statements as required
  under rule 3-09 of Regulation S-X for Belgacom SA/NV without undue difficulty
  and expense and accordingly requested and obtained a waiver from the SEC Staff
  from separate financial statement requirements under rule 3-09 of Regulation
  S-X for its investment in Belgacom SA/NV for fiscal year 2004 in Form 20-F filings
  with the Securities and Exchange Commission.

Summarized financial
  information for Belgacom for 2002, 2003 and 2004, as applicable, is set forth
  in the notes to the registrant's consolidated financial statements.

The Consolidated Financial
  Statements listed below are presented in Danish kroner (DKK) and amounts pertaining
  to the most recent financial year and certain other amounts are also expressed
  in US dollars, the US dollar amounts being presented solely for convenience
  and translated at the rate of USD 1 = DKK 5.4676, which is the exchange rate
  of US dollars for Danish kroner as quoted by the Nationalbank of Denmark on
  December 31, 2004. The US dollar amounts should not be construed as representations
  that the DKK amounts have been, could be or could in the future be converted
  into US dollars at this or any other rate.

F - 1

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REPORT OF INDEPENDENT
  REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
  and Shareholders of TDC A/S

In our opinion, based
  upon our audits and the report of other auditors, the accompanying consolidated
  balance sheets and the related consolidated statements of income, of cash flows
  and of changes in shareholders equity present fairly, in all material
  respects, the financial position of TDC A/S and its subsidiaries at December
  31, 2003 and 2004, and the results of their operations and their cash flows
  for each of the three years in the period ended December 31, 2004, in conformity
  with accounting principles generally accepted in Denmark. These financial statements
  are the responsibility of the Company's management; our responsibility is to
  express an opinion on these financial statements based on our audits. We did
  not audit the financial statements of Belgacom SA/NV (an associate in which
  the Company had a 16.5% ownership interest as of December 31, 2002, a 15.9%
  ownership interest as of December 31, 2003 and no ownership interest subsequent
  to March 25, 2004, at which time the Companys remaining investment in
  the associate was disposed), which were prepared in accordance with International
  Financial Reporting Standards. We audited the adjustments necessary to convert
  such statements to generally accepted accounting principles in Denmark and generally
  accepted accounting principles in the United States of America for purposes
  of inclusion in the consolidated financial statements. The Companys investment
  in Belgacom SA/NV was 5,686 DKKm at December 31, 2003 and the Companys
  equity in the income of Belgacom SA/NV was 927 mDKK and 143 mDKK for the fiscal
  years ended December 31, 2002 and 2003, respectively. The financial statements
  of Belgacom SA/NV were audited by other auditors whose report thereon has been
  furnished to us, and our opinion expressed herein, insofar as it relates to
  the amounts included for Belgacom SA/NV under International Financial Reporting
  Standards as of December 31, 2003 and for the fiscal years ended December 31,
  2002 and 2003, is based solely on the report of the other auditors. We conducted
  our audits of these statements in accordance with the standards of the Public
  Company Accounting Oversight Board (United States) which require that we plan
  and perform the audit to obtain reasonable assurance about whether the financial
  statements are free of material misstatement. An audit includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements, assessing the accounting principles used and significant estimates
  made by management, and evaluating the overall financial statement presentation.
  We believe that our audits and the report of other auditors provide a reasonable
  basis for our opinion.

As discussed in Note 1
  to the consolidated financial statements, the accounting policies have been
  changed in relation to proportional consolidation and revenue recognition.

Accounting principles
  generally accepted in Denmark vary in certain significant respects from accounting
  principles generally accepted in the United States of America. Information relating
  to the nature and effect of such differences is presented in Note 30 to the
  consolidated financial statements.

/S/ PricewaterhouseCoopers
  PricewaterhouseCoopers

February 23, 2005
  Copenhagen, Denmark

F - 2

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REPORT OF INDEPENDENT
  REGISTERED PUBLIC ACCOUNTING FIRM

Mr. D. Bellens
  Managing Director
  BELGACOM SA DE DROIT PUBLIC/NV VAN PUBLIEK RECHT



We have audited the consolidated
  balance sheets of Belgacom SA/NV and subsidiaries as of December 31, 2003, and
  2002, and the related consolidated statements of income, shareholders
  equity and cash flows for the years then ended. These consolidated financial
  statements are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audits.

We conducted our audits
  in accordance with the standards of the Public Company Accounting Oversight
  Board (United States). Those standards require that we plan and perform the
  audit to obtain reasonable assurance about whether the consolidated financial
  statements are free of material misstatement. An audit includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the consolidated
  financial statements. An audit also includes assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits and the
  report of the other auditors provide a reasonable basis for our opinion.

In our opinion the consolidated
  financial statements referred to above present fairly, in all material respects,
  the consolidated financial position of Belgacom SA/NV and subsidiaries at December
  31, 2003 and 2002, and the consolidated results of their operations and their
  cash flows for the years then ended in conformity with International Financial
  Reporting Standards.

Brussels, Belgium
  February 19, 2004

Ernst & Young Reviseurs
  dEntreprises S.C.C.
  Represented by

/S/ Ludo SWOLFS
  Ludo SWOLFS 
  Partner

F - 3

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TDC A/S AND CONSOLIDATED
  COMPANIES

CONSOLIDATED
  STATEMENTS OF INCOME

|     |                                                          | For
      the year ended December 31 |  
|---- | -------------------------------------------------------- | ------------------------------------ | -
|     |                                                          |                                      |  
|Note |                                                          |                                      |  
|     |                                                          |                                      |  
|     |                                                          | 2002                                 |  
|     |                                                          | DKKm                                 |  
|     |                                                          |                                      |  
|2, 3 | Net revenues                                             | 42,011                               |  
|     | Work performed for
      own purposes and capitalized    | 1,465                                |  
|     | Other operating income                                   | 344                                  |  
|     |                                                          |                                      |  
|     | Total revenues                                           | 43,820                               |  
|     |                                                          |                                      |  
|     | Transmission cost,
      raw materials and supplies      | (15,842                              | )
|     | Other external charges                                   | (8,653                               | )
|4    | Wages, salaries and
      pension costs                  | (8,230                               | )
|     | Depreciation, amortization
      and write-downs         | (8,030                               | )
|     |                                                          |                                      |  
|     | Total operating expenses                                 | (40,755                              | )
|     |                                                          |                                      |  
|     | Operating income                                         | 3,065                                |  
|     |                                                          |                                      |  
|     | Income before income
      taxes from                    |                                      |  
|     | investments in associated
      enterprises              | 1,088                                |  
|5    | Fair value adjustments                                   | 2,687                                |  
|6    | Interest and other
      financial income                | 2,345                                |  
|7    | Interest and other
      financial expenses              | (3,395                               | )
|     |                                                          |                                      |  
|     | Net financials                                           | 2,725                                |  
|     |                                                          |                                      |  
|     | Income before income
      taxes                         | 5,790                                |  
|8    | Income taxes                                             | (1,559                               | )
|     |                                                          |                                      |  
|     | Income before minority
      interests                   | 4,231                                |  
|     | Minority interests
      share of net income (loss)     | 227                                  |  
|     |                                                          |                                      |  
|     | Net income                                               | 4,458                                |  
|     |                                                          |                                      |  
|     | Earnings per share
      of nominal value DKK 5, DKK/USD | 20.6                                 |  
|     |                                                          |                                      |  

F - 4

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TDC
  A/S AND CONSOLIDATED COMPANIES

CONSOLIDATED
  BALANCE SHEETS

|     |                                                        | At
        December 31 | 
|---- | ------------------------------------------------------ | ---------------------- | 
|     |                                                        |                        | 
|Note | Assets                                                 |                        | 
|     |                                                        |                        | 
|     |                                                        | 2003                   | 
|     |                                                        | DKKm                   | 
|     |                                                        |                        | 
|     | Goodwill                                               | 23,876                 | 
|     | Rights, software etc.                                  | 4,080                  | 
|     |                                                        |                        | 
|9    | Intangible assets,
      net                           | 27,956                 | 
|     |                                                        |                        | 
|     | Land and buildings                                     | 1,031                  | 
|     | Telecommunications
      installations                 | 21,228                 | 
|     | Other installations                                    | 1,765                  | 
|     | Installation materials                                 | 307                    | 
|     | Property, plant and
      equipment under construction | 929                    | 
|     |                                                        |                        | 
|10   | Property, plant and
      equipment, net               | 25,260                 | 
|     |                                                        |                        | 
|     | Investments in associated
      enterprises            | 6,784                  | 
|     | Amounts owed by associated
      enterprises           | 1,069                  | 
|     | Minority passive investments                           | 89                     | 
|     | Other financial assets                                 | 746                    | 
|     |                                                        |                        | 
|11   | Investments and other
      assets, net                | 8,688                  | 
|     |                                                        |                        | 
|     | Total fixed assets                                     | 61,904                 | 
|     |                                                        |                        | 
|     | Merchandise inventories                                | 620                    | 
|     |                                                        |                        | 
|     | Total inventories                                      | 620                    | 
|     |                                                        |                        | 
|12   | Trade accounts receivable                              | 8,067                  | 
|13   | Contract work in process                               | 80                     | 
|     | Amounts owed by associated
      enterprises           | 353                    | 
|8    | Deferred tax assets                                    | 927                    | 
|8    | Tax receivable                                         | 15                     | 
|     | Other accounts receivable                              | 2,626                  | 
|14   | Prepaid expenses                                       | 7,465                  | 
|     |                                                        |                        | 
|     | Total accounts receivable                              | 19,533                 | 
|     |                                                        |                        | 
|     | Marketable securities                                  | 2,028                  | 
|     |                                                        |                        | 
|15   | Treasury shares                                        | 0                      | 
|     |                                                        |                        | 
|16   | Cash                                                   | 5,430                  | 
|     |                                                        |                        | 
|     | Total current assets                                   | 27,611                 | 
|     |                                                        |                        | 
|     | Total assets                                           | 89,515                 | 
|     |                                                        |                        | 

F - 5

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TDC
  A/S AND CONSOLIDATED COMPANIES

CONSOLIDATED
  BALANCE SHEETS -- (Continued)

|     |                                                    | At
        December 31 | 
|---- | -------------------------------------------------- | ---------------------- | 
|     |                                                    |                        | 
|Note | Liabilities
        and Shareholders Equity       |                        | 
|     |                                                    |                        | 
|     |                                                    | 2003                   | 
|     |                                                    | DKKm                   | 
|     |                                                    |                        | 
|     | Common shares                                      | 1,082                  | 
|     | Capital in excess
      of par value               | 8,652                  | 
|     | Retained earnings                                  | 20,679                 | 
|     | Proposed dividends                                 | 2,560                  | 
|     |                                                    |                        | 
|17   | Total shareholders
      equity                   | 32,973                 | 
|     |                                                    |                        | 
|18   | Minority interests                                 | 2                      | 
|     |                                                    |                        | 
|19   | Pension provisions,
      etc.                     | 152                    | 
|8    | Deferred tax provision                             | 4,981                  | 
|19   | Other provisions                                   | 975                    | 
|     |                                                    |                        | 
|     | Total provisions                                   | 6,108                  | 
|     |                                                    |                        | 
|     | Bonds and long-term
      bank loans               | 32,203                 | 
|     | Other long-term debt                               | 771                    | 
|     |                                                    |                        | 
|20   | Total long-term debt                               | 32,974                 | 
|     |                                                    |                        | 
|20   | Current maturities
      of long-term debt         | 2,781                  | 
|21   | Short-term bank loans                              | 533                    | 
|     | Prepayments from customers                         | 227                    | 
|     | Trade accounts payable                             | 5,587                  | 
|     | Amounts owed to other
      associated enterprises | 51                     | 
|8    | Corporate income tax
      payable                 | 422                    | 
|     | Other accounts payable                             | 4,603                  | 
|     | Deferred income                                    | 3,254                  | 
|     |                                                    |                        | 
|     | Total short-term debt                              | 17,458                 | 
|     |                                                    |                        | 
|     | Total debt                                         | 50,432                 | 
|     |                                                    |                        | 
|     | Total liabilities                                  | 56,542                 | 
|     |                                                    |                        | 
|     | Total liabilities
      and shareholders equity   | 89,515                 | 
|     |                                                    |                        | 

F - 6

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|   | Certain
      Other Note References:               |    |                                            
|-- | -------------------------------------------------- | -- | -------------------------------------------
|2  | Segment reporting,
      activities                | 28 | Related Party Transactions                 
|3  | Segment reporting,
      geographical segments     | 29 | Overview of Group
      Companies          
|22 | Acquisition of Enterprises                         | 30 | Reconciliation to
      US GAAP            
|23 | Disposal of Enterprises                            | 31 | Auditors remuneration                     
|24 | Financial Instruments,
      etc.                  | 32 | Net Interest-bearing
      Debt            
|25 | Pension Obligations                                | 33 | Supplementary US GAAP
      Information    
|26 | Other Financial Commitments                        | 34 | Valuation and Qualifying
      Accounts and
|27 | Contingent Assets
      and Contingent Liabilities |    | Reserves                                   

F - 7

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TDC
  A/S AND CONSOLIDATED COMPANIES

Consolidated
  Statements of Changes in Shareholders Equity (Note 17)

|                                                            |  |         |   |        |  |                  |  |          |   |           |   | Total    |  
|----------------------------------------------------------- |  | ------- | - | ------ |  | ---------------- |  | -------- | - | --------- | - | -------- | -
|                                                            |  | Compre- |   |        |  | Capital
      in |  |          |   |           |   | Share-   |  
|                                                            |  | hensive |   | Common |  | excess
      of  |  | Retained |   | Proposed  |   | holders' |  
|                                                            |  | income  |   | Shares |  | par
      value  |  | earnings |   | dividends |   | Equity   |  
|                                                            |  | DKKm    |   | DKKm   |  | DKKm             |  | DKKm     |   | DKKm      |   | DKKm     |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Balance at January
      1, 2002                            |  |         |   | 1,082  |  | 8,652            |  | 21,177   |   | 2,363     |   | 33,274   |  
|Adjustment relating
      to changes in accounting policies |  |         |   |        |  |                  |  | (561     | ) |           |   | (561     | )
|Adjusted balance at
      January 1, 2002                   |  |         |   | 1,082  |  | 8,652            |  | 20,616   |   | 2,363     |   | 32,713   |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Distributed dividends                                       |  |         |   |        |  |                  |  |          |   | (2,363    | ) | (2,363   | )
|Comprehensive income:                                       |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Net
      income for the year                               |  | 4,458   |   |        |  |                  |  | 4,458    |   |           |   | 4,458    |  
|Exchange
      rate adjustments, net                        |  | (165    | ) |        |  |                  |  | (165     | ) |           |   | (165     | )
|Tax
      related to changes in shareholders equity        |  | 105     |   |        |  |                  |  | 105      |   |           |   | 105      |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Comprehensive income                                        |  | 4,398   |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Tax adjustment regarding
      treasury shares              |  |         |   |        |  |                  |  | 50       |   |           |   | 50       |  
|Acquisition of treasury
      shares                        |  |         |   |        |  |                  |  | (137     | ) |           |   | (137     | )
|Proposed dividends
      1                                  |  |         |   |        |  |                  |  | (2,470   | ) | 2,470     |   | 0        |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Balance at December
      31, 2002                          |  |         |   | 1,082  |  | 8,652            |  | 22,457   |   | 2,470     |   | 34,661   |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Balance at January
      1, 2003                            |  |         |   | 1,082  |  | 8,652            |  | 22,457   |   | 2,470     |   | 34,661   |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Distributed dividends                                       |  |         |   |        |  |                  |  | 17       |   | (2,470    | ) | (2,453   | )
|Comprehensive income:                                       |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Net
      income for the year                               |  | 1,745   |   |        |  |                  |  | 1,745    |   |           |   | 1,745    |  
|Exchange
      rate adjustments, net                        |  | (47     | ) |        |  |                  |  | (47      | ) |           |   | (47      | )
|Additional
      minimum pension liability in               |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Belgacom                                                    |  | (99     | ) |        |  |                  |  | (99      | ) |           |   | (99      | )
|Tax
      related to changes in shareholders equity        |  | (501    | ) |        |  |                  |  | (501     | ) |           |   | (501     | )
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Comprehensive income                                        |  | 1,098   |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Tax effect regarding
      employee shares                  |  |         |   |        |  |                  |  | 38       |   |           |   | 38       |  
|Acquisition of treasury
      shares                        |  |         |   |        |  |                  |  | (371     | ) |           |   | (371     | )
|Proposed dividends
      1                                  |  |         |   |        |  |                  |  | (2,560   | ) | 2,560     |   | 0        |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Balance at December
      31, 2003                          |  |         |   | 1,082  |  | 8,652            |  | 20,679   |   | 2,560     |   | 32,973   |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Balance at January
      1, 2004                            |  |         |   | 1,082  |  | 8,652            |  | 20,679   |   | 2,560     |   | 32,973   |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Distributed dividends                                       |  |         |   |        |  |                  |  | 5        |   | (2,560    | ) | (2,555   | )
|Comprehensive income:                                       |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Net
      income for the year                               |  | 8,742   |   |        |  |                  |  | 8,742    |   |           |   | 8,742    |  
|Exchange
      rate adjustments, net                        |  | 137     |   |        |  |                  |  | 137      |   |           |   | 137      |  
|Reversal
      of additional minimum pension                |  |         |   |        |  |                  |  |          |   |           |   |          |  
|liability
      in Belgacom                                 |  | 99      |   |        |  |                  |  | 99       |   |           |   | 99       |  
|Tax
      related to changes in shareholders equity        |  | 98      |   |        |  |                  |  | 98       |   |           |   | 98       |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Comprehensive income                                        |  | 9,076   |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Acquisition of treasury
      shares                        |  |         |   |        |  |                  |  | (3,531   | ) |           |   | (3,531   | )
|Proposed dividends
      1                                  |  |         |   |        |  |                  |  | (2,436   | ) | 2,436     |   | 0        |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Balance at December
      31, 2004                          |  |         |   | 1,082  |  | 8,652            |  | 23,793   |   | 2,436     |   | 35,963   |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  
|Expressed in USDm                                           |  |         |   | 198    |  | 1,582            |  | 4,352    |   | 445       |   | 6,577    |  
|                                                            |  |         |   |        |  |                  |  |          |   |           |   |          |  

1Net
  of dividends related to treasury shares amounting to DKK 270m (USD 49m) in 2004,
  DKK 38m in 2003 and DKK 19m in 2002.

F - 8

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TDC
  A/S AND CONSOLIDATED COMPANIES

Consolidated
  Statements of Cash Flows

|                                                                       |         |   |         |   |         |   | 2004        |  
|---------------------------------------------------------------------- | ------- | - | ------- | - | ------- | - | ----------- | -
|                                                                       | 2002    |   | 2003    |   | 2004    |   | USDm        |  
|                                                                       | DKKm    |   | DKKm    |   | DKKm    |   | (unaudited) |  
|                                                                       |         |   |         |   |         |   |             |  
|Cash flow from
      operating activities:                             |         |   |         |   |         |   |             |  
|Net income                                                             | 4,458   |   | 1,745   |   | 8,742   |   | 1,599       |  
|Adjustments to
      reconcile net income to net cash provided by      |         |   |         |   |         |   |             |  
|operating activities:                                                  |         |   |         |   |         |   |             |  
|Depreciation, amortization
      and write-downs                       | 8,030   |   | 7,963   |   | 8,193   |   | 1,498       |  
|Change in deferred
      tax, etc.                                     | 540     |   | 499     |   | 245     |   | 45          |  
|Change in provisions
      (excl. of deferred tax)                     | (692    | ) | 204     |   | (177    | ) | (32         | )
|Change in pension
      assets                                         | (312    | ) | 194     |   | (128    | ) | (23         | )
|(Profit)/Loss on sale
      of enterprises                             | (8      | ) | (194    | ) | (6,443  | ) | (1,179      | )
|(Profit)/Loss on disposal
      of fixed assets                        | 0       |   | (80     | ) | (36     | ) | (7          | )
|(Income)/Loss before
      income taxes from investments in associated |         |   |         |   |         |   |             |  
|enterprises                                                            | (1,088  | ) | (818    | ) | (749    | ) | (137        | )
|Fair value adjustments                                                 | (2,687  | ) | (579    | ) | (178    | ) | (33         | )
|Minority interests
      share of net result                          | (227    | ) | 8       |   | (2      | ) | 0           |  
|Other                                                                  | 349     |   | 312     |   | 388     |   | 71          |  
|Change in:                                                             |         |   |         |   |         |   |             |  
|- Inventories                                                          | 137     |   | 133     |   | 144     |   | 26          |  
|- Receivables                                                          | 1,454   |   | 656     |   | 1,419   |   | 260         |  
|- Trade accounts payable                                               | (1,091  | ) | (551    | ) | (225    | ) | (41         | )
|- Prepayments and
      accrued income, other accounts payable, etc.   | 1,090   |   | 1,223   |   | (81     | ) | (15         | )
|Dividends received
      from associated enterprises                   | 1,373   |   | 423     |   | 577     |   | 106         |  
|Outlays for marketable
      securities                                | (929    | ) | (2,049  | ) | (2,441  | ) | (447        | )
|Receipts from marketable
      securities                              | 19      |   | 962     |   | 1,026   |   | 188         |  
|                                                                       |         |   |         |   |         |   |             |  
|Net cash from operating
      activities                               | 10,416  |   | 10,051  |   | 10,274  |   | 1,879       |  
|                                                                       |         |   |         |   |         |   |             |  
|                                                                       |         |   |         |   |         |   |             |  
|Cash flow from
      investing activities:                             |         |   |         |   |         |   |             |  
|Investment in subsidiaries
      (Note A)                              | (958    | ) | (7,904  | ) | (4,761  | ) | (871        | )
|Acquisition of fixed
      assets                                      | (6,807  | ) | (5,562  | ) | (5,555  | ) | (1,016      | )
|Sale of subsidiaries
      (Note B)                                    | 0       |   | (30     | ) | 1,152   |   | 211         |  
|Proceeds from sale
      of Belgacom                                   | -       |   | 0       |   | 11,788  |   | 2,156       |  
|Sale of property,
      plant and equipment                            | 99      |   | 268     |   | 120     |   | 22          |  
|Sale of intangible
      assets and investments and other assets       | 5,039   |   | 1,220   |   | 922     |   | 168         |  
|                                                                       |         |   |         |   |         |   |             |  
|Net cash from/(used
      for) investing activities                    | (2,627  | ) | (12,008 | ) | 3,666   |   | 670         |  
|                                                                       |         |   |         |   |         |   |             |  
|                                                                       |         |   |         |   |         |   |             |  
|Cash flow from
      financing activities:                             |         |   |         |   |         |   |             |  
|Proceeds from long-term
      loans                                    | 8,867   |   | 9,860   |   | 55      |   | 10          |  
|Repayments of long-term
      debt                                     | (1,854  | ) | (1,389  | ) | (6,696  | ) | (1,225      | )
|Net borrowings from
      short-term bank loans                        | (11,354 | ) | (704    | ) | 151     |   | 28          |  
|Change in minority
      interests                                     | 82      |   | 0       |   | 14      |   | 3           |  
|Dividends paid                                                         | (2,363  | ) | (2,453  | ) | (2,555  | ) | (467        | )
|Acquisition of treasury
      shares, net                              | (137    | ) | (371    | ) | (3,531  | ) | (646        | )
|                                                                       |         |   |         |   |         |   |             |  
|Net cash from/(used
      for) financing activities                    | (6,759  | ) | 4,943   |   | (12,562 | ) | (2,297      | )
|                                                                       |         |   |         |   |         |   |             |  
|                                                                       |         |   |         |   |         |   |             |  
|Effect of exchange
      rate changes on cash                          | (5      | ) | 6       |   | 22      |   | 4           |  
|                                                                       |         |   |         |   |         |   |             |  
|                                                                       |         |   |         |   |         |   |             |  
|Additions related
      to changed consolidation of investments        | 0       |   | 9       |   | 8       |   | 2           |  
|                                                                       |         |   |         |   |         |   |             |  
|                                                                       |         |   |         |   |         |   |             |  
|Increase/(decrease)
      in cash and cash equivalents                 | 1,025   |   | 3,001   |   | 1,408   |   | 258         |  
|Cash and cash equivalents
      at beginning of year                   | 1,404   |   | 2,429   |   | 5,430   |   | 993         |  
|                                                                       |         |   |         |   |         |   |             |  
|Cash and cash equivalents
      at end of the year                     | 2,429   |   | 5,430   |   | 6,838   |   | 1,251       |  
|                                                                       |         |   |         |   |         |   |             |  

F - 9

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TDC
  A/S AND CONSOLIDATED COMPANIES

Consolidated
  Statements of Cash Flow (Continued)

|                                                            |        |  |        |  |        |  | 2004     | 
|----------------------------------------------------------- | ------ |  | ------ |  | ------ |  | -------- | 
|                                                            |        |  |        |  |        |  | USDm     | 
|                                                            | 2002   |  | 2003   |  | 2004   |  | (un-     | 
|Supplemental
        disclosure of cash flow information:   | DKKm   |  | DKKm   |  | DKKm   |  | audited) | 
|                                                            |        |  |        |  |        |  |          | 
|Cash paid during the
      year:                            |        |  |        |  |        |  |          | 
|Interest                                                    | 2,855  |  | 3,330  |  | 3,723  |  | 681      | 
|                                                            |        |  |        |  |        |  |          | 
|Income tax                                                  | 612    |  | 544    |  | 453    |  | 83       | 
|                                                            |        |  |        |  |        |  |          | 
|                                                            |        |  |        |  |        |  |          | 
|Financial reserves
      at the end of the year:            |        |  |        |  |        |  |          | 
|Cash                                                        | 2,429  |  | 5,430  |  | 6,838  |  | 1,251    | 
|Marketable securities                                       | 944    |  | 2,028  |  | 3,412  |  | 624      | 
|                                                            |        |  |        |  |        |  |          | 
|Cash and marketable
      securities at the end of the year | 3,373  |  | 7,458  |  | 10,250 |  | 1,875    | 
|Undrawn credit lines                                        | 10,760 |  | 11,166 |  | 10,185 |  | 1,863    | 
|                                                            |        |  |        |  |        |  |          | 
|Total financial reserves                                    | 14,133 |  | 18,624 |  | 20,435 |  | 3,738    | 
|                                                            |        |  |        |  |        |  |          | 

Note A          Investment
  in Subsidiaries

The fair value of acquired
  assets and liabilities consists of the following at the time of acquisition:

|                                                                   |      |   |       |   |        |   | 2004     |  
|------------------------------------------------------------------ | ---- | - | ----- | - | ------ | - | -------- | -
|                                                                   |      |   |       |   |        |   | USDm     |  
|                                                                   | 2002 |   | 2003  |   | 2004   |   | (un-     |  
|                                                                   | DKKm |   | DKKm  |   | DKKm   |   | audited) |  
|                                                                   |      |   |       |   |        |   |          |  
|Intangible assets                                                  | 7    |   | 234   |   | 804    |   | 147      |  
|Property, plant and
      equipment                                | 41   |   | 17    |   | 2,034  |   | 372      |  
|Investments and other
      assets                                 | 0    |   | 0     |   | 41     |   | 7        |  
|Inventories                                                        | 13   |   | 8     |   | 46     |   | 8        |  
|Accounts receivable                                                | 52   |   | (70   | ) | 619    |   | 113      |  
|Deferred tax assets/(liabilities)                                  | (3   | ) | (45   | ) | 123    |   | 23       |  
|Cash and cash equivalents                                          | 8    |   | 17    |   | 472    |   | 86       |  
|Minority interests                                                 | 13   |   | 209   |   | (13    | ) | (2       | )
|Provisions                                                         | 0    |   | 0     |   | (446   | ) | (81      | )
|Long-term debt                                                     | (3   | ) | 0     |   | (18    | ) | (3       | )
|Corporate income tax
      receivable/(payable)                    | 0    |   | 0     |   | (1     | ) | 0        |  
|Short-term debt                                                    | 80   |   | (33   | ) | (1,032 | ) | (189     | )
|                                                                   |      |   |       |   |        |   |          |  
|Net assets                                                         | 208  |   | 337   |   | 2,629  |   | 481      |  
|Previous investments
      recognized under associated enterprises | 0    |   | 0     |   | (92    | ) | (17      | )
|Goodwill                                                           | 758  |   | 7,584 |   | 2,632  |   | 481      |  
|Goodwill, changed
      consolidation method                       | 0    |   | 0     |   | 64     |   | 12       |  
|                                                                   |      |   |       |   |        |   |          |  
|Total acquisition
      cost                                       | 966  |   | 7,921 |   | 5,233  |   | 957      |  
|                                                                   |      |   |       |   |        |   |          |  
|Hereof cash and cash
      equivalents                             | (8   | ) | (17   | ) | (472   | ) | (86      | )
|                                                                   |      |   |       |   |        |   |          |  
|Net cash paid for
      acquisitions                               | 958  |   | 7,904 |   | 4,761  |   | 871      |  
|                                                                   |      |   |       |   |        |   |          |  

F - 10

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TDC
  A/S AND CONSOLIDATED COMPANIES

Consolidated
  Statements of Cash Flow (Continued)

Note B Sale of Subsidiaries

The carrying value of
  assets and liabilities consists of the following at the time of sale:

|                                                |      |   |      |   |       |   | 2004     |  
|----------------------------------------------- | ---- | - | ---- | - | ----- | - | -------- | -
|                                                |      |   |      |   |       |   | USDm     |  
|                                                | 2002 |   | 2003 |   | 2004  |   | (un-     |  
|                                                | DKKm |   | DKKm |   | DKKm  |   | audited) |  
|                                                |      |   |      |   |       |   |          |  
|Intangible assets                               | 0    |   | 2    |   | 109   |   | 20       |  
|Property, plant and
      equipment             | 44   |   | 15   |   | 47    |   | 9        |  
|Investments and other
      assets              | 0    |   | 0    |   | 34    |   | 6        |  
|Inventories                                     | 0    |   | 1    |   | 0     |   | 0        |  
|Accounts receivable                             | (51  | ) | 17   |   | 138   |   | 25       |  
|Deferred tax assets/(liabilities)               | 2    |   | 0    |   | (3    | ) | (1       | )
|Cash and cash equivalents                       | 4    |   | 30   |   | 34    |   | 6        |  
|Minority interests                              | 1    |   | 0    |   | 0     |   | 0        |  
|Provisions                                      | 0    |   | (4   | ) | (5    | ) | (1       | )
|Corporate income tax
      receivable/(payable) | 0    |   | 0    |   | (69   | ) | (12      | )
|Short-term debt                                 | (4   | ) | (20  | ) | (67   | ) | (12      | )
|                                                |      |   |      |   |       |   |          |  
|Net assets                                      | (4   | ) | 41   |   | 218   |   | 40       |  
|Profit/(loss) on sale
      of subsidiaries     | 8    |   | (41  | ) | 968   |   | 177      |  
|                                                |      |   |      |   |       |   |          |  
|Total sales amount                              | 4    |   | 0    |   | 1,186 |   | 217      |  
|                                                |      |   |      |   |       |   |          |  
|Hereof cash and cash
      equivalents          | (4   | ) | (30  | ) | (34   | ) | (6       | )
|                                                |      |   |      |   |       |   |          |  
|Net cash from sales                             | 0    |   | (30  | ) | 1,152 |   | 211      |  
|                                                |      |   |      |   |       |   |          |  

F - 11

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -- Significant
  Accounting Policies

The Consolidated Financial
  Statements of TDC A/S (the Company) have been prepared in accordance
  with accounting principles generally accepted in Denmark. Danish generally accepted
  accounting principles (Danish GAAP) differ in certain significant
  respects from accounting principles generally accepted in the United States
  (US GAAP). See Note 30 for a description and the related effect
  on these Consolidated Financial Statements of the significant differences.

The Consolidated Financial
  Statements have been prepared in accordance with the accounting policies set
  forth below. These policies comply with the provisions of the Danish Financial
  Statements Act, which is based on the 4th and the 7th EC Directives. Furthermore,
  the accounting policies are in accordance with the requirements of the Copenhagen
  Stock Exchange relating to the presentation of financial statements by listed
  companies and the accounting standards issued by the Danish Institute of State
  Authorized Public Accountants.

Changes in accounting
  policies
  The accounting policies have been changed in relation to:

| |  | proportional
      consolidation
| | - | --------------------------------
| |  | revenue
      recognition       

TDC has discontinued the
  proportional consolidation of jointly controlled enterprises. TDCs jointly
  controlled enterprises are now reported using the equity method. Consequently,
  the Groups' share of results before taxes are included in net financials as
  income from investments, the share of taxes are classified as such, and the
  share of the enterprises' equity is included in investments and other assets
  in the Balance Sheets. Previously, under proportional consolidation, TDCs
  shares of each of the enterprises accounting items were recognized on
  a line-by-line basis in the Consolidated Financial Statements. Net income and
  shareholders equity have not been impacted by this change in accounting
  policy. Following the divestment of Belgacom in March 2004, the changed policy
  enhances comparability of TDC's financial performance. The jointly controlled
  enterprises comprise primarily Polkomtel and One as well as Belgacom until March
  2004.

With effect from January
  1, 2004, the new Danish Accounting Standard No. 22 means that TDC is to change
  its accounting policy for revenue recognition. The impact for TDC is related
  primarily to non-refundable up-front connection fees. Such fees and incremental
  direct costs are deferred and recognized as income over the expected term of
  the related customer relationship. Previously, the fees were recorded as revenue
  at the time of connection, and incremental direct costs were expensed as incurred.

F - 12

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|Impact on Consolidated
      Financial Statements |            |   |             |   |                         |   |            |  
|------------------------------------------------- | ---------- | - | ----------- | - | ----------------------- | - | ---------- | -
|                                                  |            |   |             |   |                         |   | DKKm       |  
|                                                  | Previous   |   |             |   | Discontinuation         |   | Changed    |  
|                                                  | accounting |   | Revenue     |   | of
        proportional |   | accounting |  
|                                                  | policies   |   | recognition |   | consolidation           |   | policies   |  
|                                                  |            |   |             |   |                         |   |            |  
|2002                                              |            |   |             |   |                         |   |            |  
|Total revenues                                    | 53,969     |   | (102        | ) | (10,047                 | ) | 43,820     |  
|Total operating income                            | 4,030      |   | (121        | ) | 844                     |   | 3,065      |  
|Total income taxes                                | (1,686     | ) | 37          |   | 90                      |   | (1,559     | )
|Net income                                        | 4,542      |   | (84         | ) | 0                       |   | 4,458      |  
|Total cash flow1                                  | 1,112      |   | 0           |   | (87                     | ) | 1,025      |  
|                                                  |            |   |             |   |                         |   |            |  
|2003                                              |            |   |             |   |                         |   |            |  
|Total revenues                                    | 52,645     |   | (37         | ) | (9,379                  | ) | 43,229     |  
|Total operating income                            | 4,240      |   | (70         | ) | (1,027                  | ) | 3,143      |  
|Total income taxes                                | (1,644     | ) | 15          |   | 0                       |   | (1,629     | )
|Net income                                        | 1,800      |   | (55         | ) | 0                       |   | 1,745      |  
|Total assets                                      | 94,680     |   | 286         |   | (5,451                  | ) | 89,515     |  
|Shareholders
      equity                        | 33,673     |   | (700        | ) | 0                       |   | 32,973     |  
|Deferred tax, net                                 | 3,699      |   | (292        | ) | 647                     |   | 4,054      |  
|Total liabilities                                 | 61,007     |   | 986         |   | (5,451                  | ) | 56,542     |  
|Net interest-bearing
      debt                   | 28,697     |   | 0           |   | (15                     | ) | 28,682     |  
|Total cash flow1                                  | 4,422      |   | 0           |   | (1,421                  | ) | 3,001      |  
|                                                  |            |   |             |   |                         |   |            |  
|2004                                              |            |   |             |   |                         |   |            |  
|Total revenues                                    | 55,861     |   | (143        | ) | (4,240                  | ) | 51,478     |  
|Total operating income                            | 11,019     |   | (129        | ) | (826                    | ) | 10,064     |  
|Total income taxes                                | (1,388     | ) | 37          |   | 0                       |   | (1,351     | )
|Net income                                        | 8,834      |   | (92         | ) | 0                       |   | 8,742      |  
|Total assets                                      | 88,871     |   | 278         |   | (1,603                  | ) | 87,546     |  
|Shareholders
      equity                        | 36,795     |   | (832        | ) | 0                       |   | 35,963     |  
|Deferred tax, net                                 | 4,618      |   | (328        | ) | (125                    | ) | 4,165      |  
|Total liabilities                                 | 52,076     |   | 1,110       |   | (1,603                  | ) | 51,583     |  
|Net interest-bearing
      debt                   | 20,720     |   | 0           |   | (710                    | ) | 20,010     |  
|Total cash flow1                                  | (146       | ) | 0           |   | 1,554                   |   | 1,408      |  

1Defined as
  increase (decrease) in cash and cash equivalents

The accumulated effect
  of the changed accounting policies at the beginning of the fiscal year is recognized
  directly in shareholders' equity. Comparative figures for previous years have
  been restated in accordance with the changed accounting policies.

Except for the changes
  mentioned above, accounting policies are unchanged from last year.

F - 13

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Certain reclassifications
  have been made between accounting items and in the notes. These reclassifications
  have no effect on net income or shareholders equity.

The Consolidated Financial
  Statements are expressed in Danish kroner (DKK). The amounts pertaining to the
  most recent financial year and certain other amounts are also expressed in US
  dollars (USD), the USD amounts being presented solely for convenience and translated
  from DKK as a matter of arithmetical computation only, at a rate on December
  31, 2004 of USD 1 = DKK 5.4676. The USD amounts should not be construed as representations
  that the DKK amounts have been, could be or could in the future be converted
  into USD at this or any other rate.

Consolidation policies

The Consolidated Financial
  Statements include the Financial Statements of the Parent Company and subsidiaries
  in which TDC A/S has a direct or indirect dominant influence. Associated enterprises
  in which the Group has a significant influence are recognized using the equity
  method.

The Consolidated Financial
  Statements have been prepared on the basis of the Financial Statements of TDC
  A/S and its consolidated enterprises (together referred to as the Group),
  which are prepared in accordance with Group accounting policies combining items
  of a uniform nature.

On consolidation, intra-group
  income and expenses, shareholdings, dividends, internal balances and realized
  and unrealized profits and losses in transactions between the consolidated enterprises
  have been eliminated.

On acquisition of subsidiaries
  and associated enterprises as well as increases in the ownership shares herein,
  the purchase method is applied, and assets and liabilities acquired are measured
  at fair values on the date of acquisition. Provision is made for commitments
  concerning restructuring in acquired enterprises that have been decided and
  announced to the parties involved at the time of acquisition. The tax effect
  of the revaluation made and any provisions for restructuring costs are provided
  for.

Any remaining positive
  differences between cost and fair value of the assets and liabilities acquired,
  including provision for restructuring costs, are recognized in the Balance Sheets
  under intangible assets as goodwill and amortized on a straight-line basis over
  the estimated economic life not exceeding twenty years. Goodwill of less than
  DKK 50,000 is expensed in the year of acquisition.

Newly acquired enterprises
  are included in the Consolidated Financial Statements from the time of acquisition,
  whereas enterprises disposed of are included up to the time of disposal.

Comparative figures are
  not restated as a consequence of the acquisition or disposal of enterprises.
  The effect of such acquisitions and disposals on the Statements of Income is
  disclosed in the notes.

Minority interests

Items of subsidiaries
  are fully recognized in the Consolidated Financial Statements. The share of
  results and shareholders equity in subsidiaries that is attributable to
  minority interests is recognized in separate items in the Statements of Income
  and Balance Sheets.

Foreign currency
  translation

Transactions in foreign
  currencies are translated at the transaction-date rates of exchange. Foreign
  exchange gains and losses arising from differences between the transaction-date
  rates and the rates at the date of payment are recognized as net financials
  in the Statements of Income.

F - 14

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Cash, marketable securities,
  loans and other amounts receivable or payable in foreign currencies are translated
  into Danish kroner at the official rates of exchange quoted at the balance sheet
  date. Translation adjustments are recognized as net financials in the Statements
  of Income.

The balance sheets and
  group goodwill of consolidated foreign enterprises are translated into Danish
  kroner at the official rates of exchange quoted at the balance sheet date, whereas
  the statements of income of the enterprises are translated into Danish kroner
  at monthly average rates of exchange. Translation adjustments arising from the
  translation into Danish kroner of shareholders equity at the beginning
  of the year at the official rates of exchange quoted at the balance sheet date
  are recognized directly in shareholders equity. This also applies to adjustments
  arising from the translation of the statements of income from the monthly average
  rates of exchange to the rates of exchange quoted at the balance sheet date.

Translation adjustments
  of receivables from foreign subsidiaries and associated enterprises that are
  considered to be part of the overall investment in the enterprise are recognized
  directly in shareholders equity.

Translation adjustments
  of loans used to hedge net investments in foreign subsidiaries and associated
  enterprises are recognized directly in shareholders equity net of tax.

Translation adjustments
  of derivative financial instruments that qualify as net investment hedges in
  foreign subsidiaries or associated enterprises are recognized directly in shareholders'
  equity net of tax.

Derivative financial
  instruments

On initial recognition,
  derivative financial instruments are recognized in the Balance Sheets at cost
  and subsequently remeasured at their fair values under other accounts receivable
  or other accounts payable.

Changes in the fair values
  of derivative financial instruments that qualify as fair value hedges of a recognized
  asset or liability are recognized in the Statements of Income together with
  any changes arising in the value of the hedged asset or the hedged liability.

Changes in the fair values
  of derivative financial instruments that qualify as hedges of future cash flows
  are recognized directly in shareholders' equity until the hedged item is realized.

Changes in the fair value
  of derivative financial instruments that do not qualify for hedge accounting
  are recognized immediately in the Statements of Income.

Share options

Any differences between
  the market price of the Parent Companys shares at the grant date and the
  exercise price of the options are recognized over the vesting period as wages,
  salaries and pension costs.

The Group uses treasury
  shares to hedge its commitments under the share option program. Provision is
  made on a current basis to cover any uncovered part of commitments under the
  share option program.

Employee shares

Expenses in relation to
  employee shares are deducted from shareholders equity.

F - 15

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Revenue recognition

Net revenues consist of
  goods and services provided during the year after deduction of VAT and rebates
  relating directly to sales.

The significant sources
  of revenue are recognized in the Statement of Income as follows:

| |  | Revenue
      from telephony is recorded at the time the call is made.                                                                                                                                                                                                                                                        
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Sales
      related to prepaid products are deferred and revenue is recognized at the
      time of use.                                                                                                                                                                                                                      
| |  | Revenue
      from leased lines is recognized over the rental period.                                                                                                                                                                                                                                                         
| |  | Revenue
      from subscription fees is recognized over the subscription period.                                                                                                                                                                                                                                              
| |  | Revenue
      from non-refundable up-front connection fees as well as the related incremental
      direct costs are deferred and amortized over the expected term of the related
      customer relationship. If the related incremental direct cost exceeds revenue,
      the loss is recognized at the time of connection.
| |  | Revenue
      from printed directories is recognized when the directory is distributed.
      Direct production costs are deferred until the distribution of the directory.
      Revenue from online directory services is recognized over the period during
      which the services are provided.                          
| |  | Revenue
      from the sale of equipment is recognized upon delivery. Revenue from the
      maintenance of equipment is recognized over the contract period.                                                                                                                                                                 

Revenue arrangements with
  multiple deliverables are recognized as separate units of accounting, independent
  of any contingent element related to the delivery of additional items or other
  performance conditions.

Revenue is recognized
  gross when TDC acts as principal in a transaction. For agreements involving
  the resale of third-party services in which TDC acts as agent, revenue is recognized
  net of direct costs.

The percentage of completion
  method is used to determine revenues from contract work in process based on
  an assessment of the stage of completion.

Work performed for own
  purposes and capitalized is recognized as income at an amount corresponding
  to the costs incurred. These costs are expensed under the respective items in
  the Statements of Income.

Research

Research costs are expensed
  as incurred. Contributions received from third parties in connection with research
  projects are recognized as income concurrently with the incurrence of related
  expenses.

Intangible assets

Goodwill is recognized
  at cost less accumulated amortization and write-downs. Goodwill is amortized
  on a straight-line basis over the estimated economic life, determined on the
  basis of Managements experience within the individual business lines,
  however, not exceeding twenty years.

Rights, patents, licenses
  and other intellectual property are measured at cost less accumulated amortization
  and write-downs and amortized on a straight-line basis over their estimated
  economic lives not exceeding twenty years, commencing on the date of the assets
  entry into service.

Development projects,
  including costs of computer software purchased or developed for internal use,
  are recognized as intangible assets if the cost can be calculated reliably and
  if they are expected to generate future economic benefits. Development projects
  are amortized after completion of the development work over a period of three
  to five years.

F - 16

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Costs of development projects
  include wages, external charges, depreciation and amortization that are directly
  or indirectly attributable to the development activities as well as interest
  expenses in the production period. Development projects that do not meet the
  criteria for recognition in the Balance Sheets are expensed as incurred in the
  Statements of Income.

Acquisitions of individual
  items of intangible assets amounting to less than DKK 50,000 are expensed in
  the year of acquisition. Groups of minor assets acquired for collective use
  are capitalized and amortized over the estimated economic lives, not exceeding
  five years.

Intangible assets are
  recorded at the lower of recoverable amount and carrying value.

Property, plant
  and equipment

Property, plant and equipment,
  including improvements, are measured at cost, less accumulated depreciation
  and write-downs.

Cost covers purchase price
  and costs directly attributable to the acquisition until the date on which the
  asset is ready for use. The cost of self-constructed assets includes direct
  and indirect payroll costs, materials, parts purchased and services rendered
  by sub-suppliers or contractors, indirect production costs as well as interest
  expenses in the production period. Cost also includes estimated asset retirement
  costs if the related obligation meets the conditions for recognition as a liability.

Indirect production costs
  comprise wages, salaries and pension costs together with other external charges
  calculated in terms of time consumed on self-constructed assets in the relevant
  departments.

The depreciation base
  is measured as cost less residual value. Depreciation is provided on a straight-line
  basis over the estimated useful lives of the assets commencing on the date of
  the assets entry into service. The main depreciation periods are as follows:

|Land and buildings                                 |            
|-------------------------------------------------- | -----------
|- Buildings, etc                                   | 20 years   
|                                                   |            
|Telecommunications
      installations             |            
|- Cable installations                              | 10-20 years
|- Telephone exchange
      installations, etc      | 5-15 years 
|                                                   |            
|Other installations                                |            
|- Equipment on customers
      premises           | 3-5 years  
|- Fixtures and fittings,
      motor vehicles, etc | 3-8 years  

Leasehold improvements
  are depreciated on a straight-line basis over the shorter of the term of the
  lease, with a maximum of five years, and useful life.

Fixed assets that have
  been disposed of or scrapped are eliminated from accumulated cost and accumulated
  depreciation. Gains and losses arising from sale of property, plant and equipment
  are measured as the difference between the sales price less selling expenses
  and the carrying value at the time of sale. The resulting gain or loss is recognized
  in the Statements of Income under other operating income or other external charges.

Software that is an integral
  part of for example telephone exchange installations is presented together with
  the related assets. The useful lives are estimated individually.

F - 17

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Installation materials
  are measured at the lower of weighted average cost and recoverable amount.

Other individual items
  of fixed assets with a cost of less than DKK 50,000 together with maintenance
  and repair expenses are charged directly to the Statements of Income. Groups
  of minor assets acquired for subleasing purposes or collective use are capitalized
  and depreciated over the estimated useful life of the individual asset, not
  exceeding five years.

Leased property, plant
  and equipment that qualify as capital leases, are recorded as assets acquired.

Property, plant and equipment
  are recognized at the lower of recoverable amount and carrying value.

Investments and
  other assets

Investments in associated
  enterprises are recognized under the equity method.

A proportional share of
  the enterprises income before income taxes less amortization of goodwill
  is recognized under net financials in the Statements of Income. Intra-group
  profits and losses are eliminated. The share of the enterprises tax charge
  is expensed under income taxes.

Investments in associated
  enterprises are recognized in the Balance Sheets at the proportional share of
  the enterprises equity value calculated in accordance with Group accounting
  policies adjusted for unrealized Group internal profits or losses and with addition
  of residual goodwill value.

Associated enterprises
  with negative equity value are measured at DKK 0, and any receivables from these
  enterprises are written down by the Company's share of the negative equity value.
  If the Company has a legal or constructive obligation to cover the enterprises
  negative balance, a provision for that obligation is recognized.

Minority passive investments
  and other financial assets are measured at fair values if the assets are intended
  to be disposed of before maturity. If the assets are held until maturity, they
  are measured at amortized cost. All fair value adjustments (except principal
  repayments) are recognized in the Statements of Income.

Inventories

Inventories are measured
  at the lower of weighted average cost and net realizable value. The cost of
  merchandise covers purchase price and delivery costs.

Accounts receivable

Accounts receivable are
  measured at amortized cost. Write-downs for anticipated uncollectibles are based
  on individual assessments of major debtors and historically experienced write-down
  for anticipated losses on other accounts receivable.

Contract work in
  process

Contract work in process
  is measured at the selling price of the work performed. The selling price is
  measured at cost of own labor, materials, etc., the share of indirect production
  costs and the addition of a share of the profit based on the stage of completion.
  The stage of completion is measured by comparing costs incurred to date with
  the estimated total costs for each contract.

Write-downs are made for
  anticipated losses on work in process based on assessments of estimated losses
  on the individual projects through to completion.

F - 18

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Payments on account are
  offset against the value of the individual project to the extent that such billing
  does not exceed the amount capitalized. Received payment on account exceeding
  the amount capitalized is included under prepayments from customers.

Marketable securities

Marketable securities
  recognized under current assets are measured at fair value at the balance sheet
  date. All fair value adjustments (except principal repayments) are recognized
  in the Statements of Income.

Treasury shares

The cost of treasury shares
  is deducted from shareholders equity under retained earnings on the date
  of acquisition. Payments received in connection with the disposal of treasury
  shares are similarly recognized directly in shareholders equity.

Cash and Cash Equivalents

Cash and cash equivalents
  consist of cash.

Dividends

Dividends expected to
  be distributed for the year are recorded in a separate item under shareholders
  equity. Dividends are recognized as a liability at the time of adoption by the
  Annual General Meeting.

Pensions

Pension costs for former
  civil servants and current members of the Groups pension funds, which
  all operate defined benefit plans, are calculated on the basis of the development
  in the actuarially determined pension obligations and on the basis of the yield
  on the pension funds assets in accordance with US GAAP (Statements of
  Financial Accounting Standards No. 87 and No. 88). The difference between the
  fair value of the pension funds assets and the actuarially determined
  pension obligations is included in the Balance Sheets under prepaid expenses
  or pension provisions, etc.

In accordance with US
  GAAP, the one-time payment in 1994 to the Danish government related to former
  civil servants is amortized and recognized as expense over the average expected
  remaining service lives of the employees concerned.

Pension costs relating
  to the pension funds, pension contributions under collective and individual
  labor agreements and amortization of pension costs for former civil servants
  are expensed in the Statements of Income.

Current and deferred
  corporate income taxes

The tax for the year comprises
  current tax, changes in deferred tax and adjustments from prior years.

Current tax liabilities
  and current tax receivable are recognized in the Balance Sheets as tax payable
  or tax receivable.

Deferred tax is measured
  under the balance-sheet liability method on the basis of all temporary differences
  between net carrying value and net tax value of assets and liabilities at the
  balance sheet date except for temporary differences arising from goodwill where
  amortization for tax purposes is disallowed. Tax computed on expected dividends
  from subsidiaries and associated enterprises is also recognized as deferred
  tax. Deferred tax is provided for re-taxation of losses realized in foreign
  enterprises following the decision to withdraw the enterprises from the Danish
  joint taxation scheme.

F - 19

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Deferred tax assets including
  the tax value of tax loss carry-forwards are recognized at the value at which
  they are expected realized. Realization is expected to be effected either by
  elimination in tax on future earnings or by setoff against deferred tax liabilities
  within the same legal tax entity.

Adjustment of deferred
  tax is made concerning elimination of unrealized intra-group profits and losses.

Deferred tax is measured
  on the basis of the tax rules and tax rates in the respective countries that
  will be effective under the legislation at the balance sheet date when the deferred
  tax is expected to be realized as current tax. Changes in deferred tax as a
  result of changes in tax rates are recognized in the Statements of Income.

Other provisions

Other provisions are recognized
  when - as a consequence of an event occurring before or on the balance sheet
  date - the Group has a legal or constructive obligation, where it is probable
  that economic benefits must be sacrificed to settle the obligation, and the
  amount of the obligation can be estimated reliably.

Provisions for restructuring
  etc. are recognized when a final decision thereon has been made before or on
  the balance sheet date and has been announced to the parties involved, provided
  that the amount can be measured reliably. Provisions for restructuring are based
  on a defined plan, which means that the restructuring is commenced immediately
  after the decision has been made.

Financial debts

Interest-bearing loans
  are recognized initially at the proceeds received net of transaction expenses
  incurred. In subsequent periods, loans are measured at amortized cost so that
  the difference between the proceeds and the nominal value is recognized in the
  Statements of Income over the term of the loan.

Other financial debts
  are measured at amortized cost.

Statements of Cash
  Flow

The Statements of Cash
  Flow shows the Groups cash flows and cash and cash equivalents at the
  beginning and end of the year.

Cash flows from operating
  activities are presented indirectly and are based on net income for the
  year adjusted for non-cash operating items, changes in working capital, interest
  received and paid as well as income taxes paid.

Cash flows from investing
  activities comprise the purchase and sale of intangible assets, property,
  plant and equipment as well as investments and other assets. Cash flows from
  acquired enterprises are recognized from the time of acquisition, while cash
  flows from enterprises disposed of are recognized up to the time of disposal.

Cash flows from financing
  activities comprise changes in long-term debt, bank loans, purchase of treasury
  shares and dividends to shareholders.

Segment reporting

Segment information is
  presented in respect of business segments and geographical markets. The segmentation
  is based on the segments risk profile and the Groups internal financial
  reporting system.

Fixed assets in the segments
  cover fixed assets used directly in the operating activities of the segments,
  including intangible assets as well as property, plant and equipment.

Transactions between Group
  segments are carried out on an arm's length basis.

F - 20

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Segment liabilities cover
  liabilities that result from the operating activities of the segments, including
  pension provisions, other provisions, prepayments from customers, trade accounts
  payable, other accounts payable and deferred income.

United States Generally
  Accepted Accounting Principles (US GAAP)

As a consequence of reporting
  obligations under the U.S. Securities Exchange Act of 1934, as amended, the
  Group has prepared a summary of the effect on net income and shareholders
  equity as if the Financial Statements had been prepared in accordance with generally
  accepted accounting principles in the United States (see note 30).

F - 21

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TDC
  A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|Note
        2 -- Segment reporting, activities            |                               |   |                                       |   |                              |   |         |   |         |   |         |   |         |   |         |   | DKKm    |  
|---------------------------------------------------------- | ----------------------------- | - | ------------------------------------- | - | ---------------------------- | - | ------- | - | ------- | - | ------- | - | ------- | - | ------- | - | ------- | -
|                                                          
|                                                           | TDC
        SolutionsGroup    |   | TDC
        Mobile InternationalGroup |   | TDC
        SwitzerlandGroup |  
|                                                           |                              
|                                                           | 2002                          |   | 2003                                  |   | 2004                         |   | 2002    |   | 2003    |   | 2004    |   | 2002    |   | 2003    |   | 2004    |  
|                                                           |                              
|Net revenues                                               | 19,393                        |   | 18,585                                |   | 18,590                       |   | 13,688  |   | 13,175  |   | 15,105  |   | 8,932   |   | 9,471   |   | 9,692   |  
|Total operating expenses                                   | (18,247                       | ) | (17,617                               | ) | (17,588                      | ) | (12,654 | ) | (11,948 | ) | (13,768 | ) | (10,257 | ) | (9,946  | ) | (10,036 | )
|Total operating income
      before one-time items         | 2,695                         |   | 2,313                                 |   | 2,286                        |   | 1,185   |   | 1,281   |   | 1,404   |   | (1,224  | ) | (368    | ) | (245    | )
|Total operating income                                     | 2,007                         |   | 1,456                                 |   | 2,792                        |   | 1,535   |   | 1,370   |   | 1,432   |   | (1,224  | ) | (368    | ) | (245    | )
|Intangible assets
      and property, plant and equipment  | -                             |   | 14,537                                |   | 18,173                       |   | -       |   | 6,044   |   | 6,321   |   | -       |   | 29,630  |   | 28,310  |  
|Liabilities                                                | -                             |   | (12,142                               | ) | (15,219                      | ) | -       |   | (3,983  | ) | (3,874  | ) | -       |   | (9,123  | ) | (7,876  | )
|hereof
      segment liabilities 1                         | -                             |   | (6,251                                | ) | (7,610                       | ) | -       |   | (2,228  | ) | (2,272  | ) | -       |   | (3,670  | ) | (3,174  | )
|Capital expenditures
      excl. share acquisitions        | -                             |   | 2,419                                 |   | 2,457                        |   | -       |   | 934     |   | 1,023   |   | -       |   | 1,675   |   | 1,196   |  
|                                                           |                              
|                                                           | TDC
        Directories Group |   | TDC
        Cable TV Group            |   | Other
        2              |  
|                                                           |                              
|                                                           | 2002                          |   | 2003                                  |   | 2004                         |   | 2002    |   | 2003    |   | 2004    |   | 2002    |   | 2003    |   | 2004    |  
|                                                           |                              
|Net revenues                                               | 1,465                         |   | 1,463                                 |   | 1,436                        |   | 1,335   |   | 1,524   |   | 1,766   |   | (2,802  | ) | (2,805  | ) | (3,019  | )
|Total operating expenses                                   | (1,206                        | ) | (1,201                                | ) | (1,098                       | ) | (1,536  | ) | (1,626  | ) | (1,647  | ) | 3,145   |   | 2,252   |   | 2,723   |  
|Total operating income
      before one-time items         | 271                           |   | 273                                   |   | 361                          |   | (197    | ) | (98     | ) | 126     |   | 631     |   | 510     |   | 307     |  
|Total operating income                                     | 271                           |   | 218                                   |   | 361                          |   | (197    | ) | (108    | ) | 126     |   | 673     |   | 575     |   | 5,598   |  
|Intangible assets
      and property, plant and equipment  | -                             |   | 938                                   |   | 884                          |   | -       |   | 1,146   |   | 1,178   |   | -       |   | 921     |   | 925     |  
|Liabilities                                                | -                             |   | (1,196                                | ) | (852                         | ) | -       |   | (985    | ) | (1,151  | ) | -       |   | (29,113 | ) | (22,611 | )
|hereof
      segment liabilities 1                         | -                             |   | (406                                  | ) | (398                         | ) | -       |   | (904    | ) | (1,030  | ) | -       |   | -       |   | -       |  
|Capital expenditures
      excl. share acquisitions        | -                             |   | 35                                    |   | 54                           |   | -       |   | 276     |   | 225     |   | -       |   | 166     |   | 299     |  
|                                                           |                              
|                                                           |                               |   |                                       |   |                              |   |         |   |         |   |         |   |         |   |         |   |         |  
|                                                           | TDC
        Group             |   |                                       |   |                              |   |         |   |         |   |         |   |         |  
|                                                           |                               |   |                                       |   |                              |   |         |   |         |   |         |   |         |  
|                                                           | 2002                          |   | 2003                                  |   | 2004                         |   |         |   |         |   |         |   |         |   |         |   |         |  
|                                                           |                               |   |                                       |   |                              |   |         |   |         |   |         |   |         |   |         |   |         |  
|Net revenues                                               | 42,011                        |   | 41,413                                |   | 43,570                       |   |         |   |         |   |         |   |         |   |         |   |         |  
|Total operating expenses                                   | (40,755                       | ) | (40,086                               | ) | (41,414                      | ) |         |   |         |   |         |   |         |   |         |   |         |  
|Total operating income
      before one-time items         | NM                            |   | NM                                    |   | NM                           |   |         |   |         |   |         |   |         |   |         |   |         |  
|Total operating income                                     | 3,065                         |   | 3,143                                 |   | 10,064                       |   |         |   |         |   |         |   |         |   |         |   |         |  
|Intangible assets
      and pro-perty, plant and equipment | -                             |   | 53,216                                |   | 55,791                       |   |         |   |         |   |         |   |         |   |         |   |         |  
|Liabilities                                                | -                             |   | (56,542                               | ) | (51,583                      | ) |         |   |         |   |         |   |         |   |         |   |         |  
|hereof
      segment liabilities 1                         | -                             |   | -                                     |   | -                            |   |         |   |         |   |         |   |         |   |         |   |         |  
|Capital expenditures
      excl.
      share acquisitions  | -                             |   | 5,505                                 |   | 5,254                        |   |         |   |         |   |         |   |         |   |         |   |         |  
|                                                           |                               |   |                                       |   |                              |   |         |   |         |   |         |   |        

1 See definition
  under Significant Accounting Policies.

2 Incl. TDC
  A/S, TDC Services, eliminations and reclassifications of one-time items.

F - 22

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|TDC
        Mobile International Group, segmentation |                                      |   |        |   |                                         |   |         |   |         |   | DKKm    |  
|---------------------------------------------------- | ------------------------------------ | - | ------ | - | --------------------------------------- | - | ------- | - | ------- | - | ------- | -
|                                                     |                                     
|                                                     | Domestic
      operations            |   |        |   | European
      network operators (Bité) |  
|                                                     |                                     
|                                                     | 2002                                 |   | 2003   |   | 2004                                    |   | 2002    |   | 2003    |   | 2004    |  
|                                                     |                                     
|Net revenues                                         | 5,305                                |   | 5,613  |   | 6,503                                   |   | 751     |   | 870     |   | 927     |  
|Total operating
      expenses                       | (4,504                               | ) | (4,722 | ) | (5,430                                  | ) | (771    | ) | (901    | ) | (969    | )
|Total operating
      income before one-time items   | 841                                  |   | 923    |   | 1,117                                   |   | (18     | ) | (30     | ) | (37     | )
|Total operating
      income                         | 841                                  |   | 860    |   | 1,117                                   |   | (18     | ) | (30     | ) | (37     | )
|Intangible
      assets and property, plant and      |                                      |   |        |   |                                         |   |         |   |         |   |         |  
|equipment                                            | -                                    |   | 3,833  |   | 4,197                                   |   | -       |   | 1,585   |   | 1,515   |  
|Liabilities                                          | -                                    |   | (1,150 | ) | (2,773                                  | ) | -       |   | (136    | ) | (152    | )
|hereof
      segment liabilities1                    | -                                    |   | (1,161 | ) | (1,202                                  | ) | -       |   | (131    | ) | (144    | )
|Capital
      expenditures excl. share acquisitions  | -                                    |   | 669    |   | 747                                     |   | -       |   | 204     |   | 164     |  
|                                                     |                                     
|                                                     |                                      |   |        |   |                                         |   |         |   |         |   |         |  
|                                                     |                                     
|                                                     | Service
        providers (Talkline) |   | Total  |  
|                                                     |                                     
|                                                     | 2002                                 |   | 2003   |   | 2004                                    |   | 2002    |   | 2003    |   | 2004    |  
|                                                     |                                     
|Net revenues                                         | 7,632                                |   | 6,692  |   | 7,675                                   |   | 13,688  |   | 13,175  |   | 15,105  |  
|Total operating
      expenses                       | (7,379                               | ) | (6,326 | ) | (7,369                                  | ) | (12,654 | ) | (11,948 | ) | (13,768 | )
|Total operating
      income before one-time items   | 362                                  |   | 388    |   | 324                                     |   | 1,185   |   | 1,281   |   | 1,404   |  
|Total operating
      income                         | 712                                  |   | 540    |   | 352                                     |   | (1,535  | ) | 1,370   |   | 1,432   |  
|Intangible
      assets and property, plant and      |                                      |   |        |   |                                         |   |         |   |         |   |         |  
|equipment                                            | -                                    |   | 626    |   | 609                                     |   | -       |   | 6,044   |   | 6,321   |  
|Liabilities                                          | -                                    |   | (2,697 | ) | (949                                    | ) | -       |   | (3,983  | ) | (3,874  | )
|hereof
      segment liabilities1                    | -                                    |   | (936   | ) | (926                                    | ) | -       |   | (2,228  | ) | (2,272  | )
|Capital
      expenditures excl. share acquisitions  | -                                    |   | 61     |   | 112                                     |   | -       |   | 934     |   | 1,023   |  
|                                                     |                                     
|                                                    

1See definition under Significant Accounting Policies.

|Note
        3 -- Segment reporting, geographical segments |                   |   |             |   |         |   |                             |   |            | DKKm |        
|---------------------------------------------------------- | ----------------- | - | ----------- | - | ------- | - | --------------------------- | - | ---------- | ---- | -------
|                                                          
|                                                           | Domestic          |   | Switzerland |   |         |   | Other
        international |  
|                                                           | activities        |   |             |   |         |   |                             |   | activities |     
|                                                           |                  
|                                                           | 2002              |   | 2003        |   | 2004    |   | 2002                        |   | 2003       |      | 2004   
|                                                           |                  
|Net revenues                                               | 22,894            |   | 22,633      |   | 23,260  |   | 8,932                       |   | 9,471      |      | 9,692  
|Total operating
      expenses                             | (20,080           | ) | (20,348     | ) | (20,750 | ) | (10,257                     | ) | (9,946     | )    | (10,036
|Total operating
      income                               | 4,073             |   | 4,301       |   | 4,724   |   | (1,224                      | ) | (368       | )    | (245   
|Intangible
      assets and                                |                   |   |             |   |         |   |                             |   |            |      |        
|property,
      plant and equipment                        | -                 |   | 20,295      |   | 22,130  |   | -                           |   | 29,630     |      | 28,310 
|Liabilities                                                | -                 |   | (43,865     | ) | (40,552 | ) | -                           |   | (9,123     | )    | (7,876 
|hereof
      segmentliabilities1                           | -                 |   | (16,278     | ) | (16,810 | ) | -                           |   | (3,670     | )    | (3,174 
|Capital
      expenditures excl.                           |                   |   |             |   |         |   |                             |   |            |      |        
|share acquisitions                                         | -                 |   | 3,458       |   | 3,620   |   | -                           |   | 1,675      |      | 1,196  
|                                                           |                  
|                                                           |                   |   |             |   |         |   |                             |   |            |      |        
|                                                           | TDC
        Group |   |             |   |         |   |                             |   |            |      |        
|                                                           |                   |   |             |   |         |   |                             |   |            |      |        
|                                                           | 2002              |   | 2003        |   | 2004    |   |                             |   |            |      |        
|                                                           |                   |   |             |   |         |   |                             |   |            |      |        
|Net
      revenues                                         | 42,011            |   | 41,413      |   | 43,570  |   |                             |   |            |      |        
|Total operating
      expenses                             | (40,755           | ) | (40,086     | ) | (41,414 | ) |                             |   |            |      |        
|Total
      operating income                               | 3,065             |   | 3,143       |   | 10,064  |   |                             |   |            |      |        
|Intangible
      assets and                                |                   |   |             |   |         |   |                             |   |            |      |        
|property,
      plant and equipment                        | -                 |   | 53,216      |   | 55,791  |   |                             |   |            |      |        
|Liabilities                                                | -                 |   | (56,542     | ) | (51,583 | ) |                             |   |            |      |        
|hereof
      segmentliabilities1                           | -                 |   | -           |   | -       |   |                             |   |            |      |        
|Capital
      expenditures excl.                           |                   |   |             |   |         |   |                             |   |            |      |        
|share
      acquisitions                                   | -                 |   | 5,505       |   | 5,254   |   |                             |   |            |      |        
|                                                           |                   |   |             |   |         |   |                             |   |            |      |        
|                                                          

1See definition under Significant Accounting Policies.

F - 23

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 4 -- Wages, Salaries and Pension Costs

Wages, salaries and pension costs are specified as follows:

|                                                | 2002   |   | 2003   |   | 2004   |   | 2004   |  
|----------------------------------------------- | ------ | - | ------ | - | ------ | - | ------ | -
|                                                | DKKm   |   | DKKm   |   | DKKm   |   | USDm   |  
|                                                |        |   |        |   |        |   |        |  
|Wages and
      salaries                        | (7,657 | ) | (7,864 | ) | (7,306 | ) | (1,336 | )
|Pensions                                        | (227   | ) | (862   | ) | (996   | ) | (182   | )
|Social security                                 | (346   | ) | (329   | ) | (335   | ) | (62    | )
|                                                |        |   |        |   |        |   |        |  
|Total                                           | (8,230 | ) | (9,055 | ) | (8,637 | ) | (1,580 | )
|                                                |        |   |        |   |        |   |        |  
|                                                |        |   |        |   |        |   |        |  
|Remuneration
      for the Executive Committee1 | (12    | ) | (14    | ) | (14    | ) | (3     | )
|                                                |        |   |        |   |        |   |        |  
|Remuneration
      for the Board of Directors2  | (2     | ) | (2     | ) | (3     | ) | (1     | )

1Wages and salaries do not include remuneration for the former members of the
  Executive Committee J. Kenneth Raley and James N. Wilson as this is comprised
  in the fees for employees stationed in Denmark by SBC Communications Inc.2Former directors from SBC Communications
  Inc. did not receive remuneration.

|                                                        |        |  | Number
      of employees |  |        | 
|------------------------------------------------------- | ------ |  | ------------------------- |  | ------ | 
|                                                        |        |  |                           |  |        | 
|                                                        | 2002   |  | 2003                      |  | 2004   | 
|                                                        |        |  |                           |  |        | 
|                                                        |        |  |                           |  |        | 
|Average
      number of full-time employee equivalents1 | 22,497 |  | 21,595                    |  | 20,200 | 
|                                                        |        |  |                           |  |        | 

1Employees in acquired enterprises are included as the average number of full-time employee equivalents
from the time of acquisition until December 31. Employees in enterprises disposed of are included as the average number of full-time employee equivalents from January 1 to the time of disposal. The number denotes the average number of full-time
employee equivalents including permanent employees, trainees and temporary employees.

Remuneration for the present Executive Committee is specified as follows1:

|                        | 2002 |  | 2003 |  | 2004 |  | 2004 | 
|----------------------- | ---- |  | ---- |  | ---- |  | ---- | 
|                        | DKKm |  | DKKm |  | DKKm |  | USDm | 
|                        |      |  |      |  |      |  |      | 
|                        |      |  |      |  |      |  |      | 
|Henning
      Dyremose  | 7.1  |  | 8.1  |  | 8.4  |  | 1.5  | 
|Hans Munk
      Nielsen | 4.5  |  | 5.6  |  | 5.7  |  | 1.0  | 

1Including pensions, benefits and bonuses. Excluding share options.

In the event of termination by the Company or due to change of control, the members of the Executive Committee are entitled to termination benefits of 12 to 36 months salary plus
pensions, benefits as well as compensation for bonuses and share options.

F - 24

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Remuneration for the present Board of Directors

The yearly remuneration for the Chairman of the Board, Thorleif Krarup, amounts to DKK 750,000 (USD 137,172), which is unchanged compared with 2003. The yearly remuneration for the Vice
Chairman of the Board, Niels Heering, amounts to DKK 500,000 (USD 91,448). The yearly remuneration for the other members of the Board of Directors amounts to DKK 250,000 (USD 45,724) compared with DKK 200,000 in 2003.

In addition, the yearly remuneration for the Chairman of the Audit Committee, Kurt Anker Nielsen, amounts to DKK 150,000 (USD 27,434) and the yearly remuneration for the other members of
the Audit Committee amounts to DKK 100,000 (USD 18,290).

Share option program

TDCs revolving share option program comprises about 200 managers employed in TDC's Danish and foreign enterprises. After the Earnings Release for the year has been published, share
options are granted to participants in accordance with contracts of employment. The number of options is based on an agreed percentage of the employee's basic salary and a calculated price per option (number of options = basic salary times option
percentage divided by price per option). The option percentage varies for the different employees within a range of 20-30%. In addition share options are granted on an individual basis in special cases. The option price is calculated at the time of
granting using the Black-Scholes formula. The share option exercise price is determined as TDCs share price on the Copenhagen Stock Exchange on the day of granting.

One third of the options granted for a given year may be exercised one year after the granting, another third one year later, and the last third one year after that. For participants
covered by TDCs Insider Register, share options may be exercised only during four-week periods following the publication of the Quarterly Reports. Share options that are not exercised within ten years of granting are canceled.

Share options are granted to the members of the Executive Committee according to the above-mentioned principles.

Until 2003 the Chairman of the Board received 2,500 share options a year, and other Danish members of the Board received 500 share options annually. Board members no longer receive share
options.

Bonus program

Around 300 top managers participate in a bonus program called the Top Managers Compensation Program, and around 2,000 managers and specialists participate in a bonus program called
the Managers Compensation Program.

The bonus program is based on specific, individual annual targets including personal, financial and operational targets. These targets depend on the organizational position within the
Group and are weighted in accordance with specific rules. Naturally, all targets must support improved profitability and business development at TDC.

Bonus payments are calculated as the individual employee's basic salary times the bonus percentage times the degree of target fulfillment. The bonus percentage achieved when targets are
met is called the on-target bonus percentage. For the Top Managers' Compensation Program, this percentage is fixed in the contract of employment with the individual employee and usually varies within a range of 10-25%. The on-target bonus percentage
is somewhat lower for the Managers' Compensation Program. As a general rule, in 2004 the bonus could be maximum 200% of the on-target bonus.

The bonus program for the members of the Executive Committee is based on the same principles as those for other managers.

F - 25

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Employee share ownership program

In November 2003, approximately 15,500 employees in the TDC Group were offered the option of purchasing up to 90 shares at a price of DKK 100 per share. Shares were offered to employees
in Danish companies in the TDC Group, in which TDC owns more than 50% of the shares. 12,509 employees acquired 1,090,370 shares.

Share option program for employees in foreign subsidiaries

In November 2004, employees in 100% owned foreign subsidiaries were granted options, which give the right to purchase 90 shares in TDC A/S at an exercise price of DKK 78 per share.
Employees in the USA were, due to the time of taxation, offered options that give the right to purchase 113 shares in TDC A/S at an exercise price of DKK 108 per share.

The options can be exercised five years after the granting, provided the employee has been continuously employed in one of the 100% owned subsidiaries or in a company controlled by TDC
A/S. 3,095 employees were granted 278,711 options with a total fair value of DKK 27m. The calculations of fair values have been based on the Black-Scholes option-pricing model. The following assumptions have been used for the calculations: a
dividend per share of DKK 12.50, a volatility of 28%, a risk-free interest rate of 3.3% and remaining option lives of 5 years.

|Share
      options1:                     |                                 |   |                            |   |                                   |   |               |   |                                                  |  |                                                 |  |                                |  
|----------------------------------------- | ------------------------------- | - | -------------------------- | - | --------------------------------- | - | ------------- | - | ------------------------------------------------ |  | ----------------------------------------------- |  | ------------------------------ | -
|                                          | Board
      ofDirectors(Number) |   | ExecutiveCommittee(Number) |   | Othermanage-mentemployees(Number) |   | Total(Number) |   | Averageexerciseprice
      peroption
      inDKK |  | Averagemarketvalue
      peroption
      inDKK3 |  | Totalmarketvalue
      inDKKm3 |  
|                                          |                                 |   |                            |   |                                   |  
|                                          |                                 |   |                            |   |                                   |  
|                                          |                                 |   |                            |   |                                   |  
|                                          |                                 |   |                            |   |                                   |  
|                                          |                                
|Outstanding
      at January 1, 2003      | 15,500                          |   | 209,353                    |   | 1,534,730                         |   | 1,759,583     |   | 336                                              |  | 24                                              |  | 42.2                           |  
|Change
      of Board of Directors        | (8,000                          | ) | 0                          |   | 8,000                             |   | -             |   | -                                                |  | -                                               |  | -                              |  
|Share
      options issued March 2003     | 0                               |   | 29,358                     |   | 1,468,264                         |   | 1,497,622     |   | 152                                              |  | 27                                              |  | 40.1                           |  
|Share
      options issued April 2003     | 5,000                           |   | 0                          |   | 0                                 |   | 5,000         |   | 172                                              |  | 35                                              |  | 0.2                            |  
|Share
      options issued September 2003 | 0                               |   | 26,904                     |   | 0                                 |   | 26,904        |   | 206                                              |  | 50                                              |  | 1.3                            |  
|Exercised
      in 2003                   | 0                               |   | 0                          |   | 0                                 |   | 0             |   | -                                                |  | -                                               |  | -                              |  
|Canceled
      in 2003                    | 0                               |   | 0                          |   | 0                                 |   | 0             |   | -                                                |  | -                                               |  | -                              |  
|Value
      adjustment                    | -                               |   | -                          |   | -                                 |   | -             |   | -                                                |  | -                                               |  | 75.2                           |  
|                                          |                                
|Outstanding
      at December 31, 2003    | 12,500                          |   | 265,615                    |   | 3,010,994                         |   | 3,289,109     |   | 252                                              |  | 48                                              |  | 159.0                          |  
|Change
      of board of Directors        | (2,000                          | ) | 0                          |   | 2,000                             |   | -             |   | -                                                |  | -                                               |  | -                              |  
|Share
      options issued March 2004     | 0                               |   | 18,040                     |   | 781,463                           |   | 799,503       |   | 245                                              |  | 50                                              |  | 42.2                           |  
|Share
      options issued September 2004 | 0                               |   | 47,651                     |   | 0                                 |   | 47,651        |   | 216                                              |  | 37                                              |  | 1.8                            |  
|Exercised
      in 2004                   | 0                               |   | (9,700                     | ) | (263,337                          | ) | (273,037      | ) | 153                                              |  | 72                                              |  | (19.6                          | )
|Canceled
      in 2004                    | 0                               |   | 0                          |   | 0                                 |   | 0             |   | -                                                |  | -                                               |  | -                              |  
|Value
      adjustment                    | -                               |   | -                          |   | -                                 |   | -             |   | -                                                |  | -                                               |  | (31.6                          | )
|                                          |                                
|Outstanding
      at December 31, 2004    | 10,500                          |   | 321,606                    |   | 3,531,120                         |   | 3,863,226     |   | 257                                              |  | 39                                              |  | 149.5                          |  
|                                          |                                 |   |                            |   |                                   |   |               |   |                                                  |  |                                                 |  |                                |  
|                                          |                                
|Average
      remaining option lives at   |                                 |   |                            |   |                                   |   |               |   |                                                  |  |                                                 |  |                                |  
|December
      31, 2004 (years)           | 7.1                             |   | 6.3                        |   | 7.5                               |   | 7.4           |   | -                                                |  | -                                               |  | -                              |  
|Average
      remaining option lives at   |                                 |   |                            |   |                                   |   |               |   |                                                  |  |                                                 |  |                                |  
|December
      31, 2003 (years)           | 8.1                             |   | 6.5                        |   | 8.1                               |   | 7.9           |   | -                                                |  | -                                               |  | -                              |  

1The number of share options has been adjusted to the recent decisional law on an employees right to
retain share options upon termination of employment. The information is exclusive of share options for employees in foreign subsidiaries.

2The number of share options for the Board of Directors and the Executive Committee is identical for TDC
A/S and the TDC Group.

3Calculations of fair values at issuance and at year-end have been based on the Black-Scholes
option-pricing model. The following assumptions have been used for the calculation at year-end 2004: a dividend per share of DKK 12.50, a volatility of 28%, a risk-free interest rate of 2.9% - 3.8% and remaining option lives of 4-10 years.

F - 26

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Expenses in relation to the share option program for employees in foreign subsidiaries amount to DKK 1m. Expenses in relation to unhedged share options during 2004 amount to DKK 0m
compared with DKK 15m in 2003.

Number of share options:

|                                             | At
      
      January 1,2004 |  | Issued
      duringthe
      year |  | Exercisedduring theyear |   | Cancelledduring
      theyear |  | At
      December31,
      2004 |  | Market
      valuein
      DKKm1 | 
|-------------------------------------------- | ------------------------------ |  | --------------------------------- |  | ----------------------- | - | ----------------------------- |  | ------------------------------- |  | -------------------------------- | 
|                                             |                                |  |                                   |  |                         |  
|                                             |                                |  |                                   |  |                         |  
|                                             |                               
|Present
        Board of Directors2          |                                |  |                                   |  |                         |   |                               |  |                                 |  |                                  | 
|Thorleif
      Krarup                        | 2,500                          |  | 0                                 |  | 0                       |   | 0                             |  | 2,500                           |  | 0.14                             | 
|Leif Hartmann,
      Niels Heering,          |                                |  |                                   |  |                         |   |                               |  |                                 |  |                                  | 
|Steen Jacobsen,
      and Bo Magnussen, each | 2,000                          |  | 0                                 |  | 0                       |   | 0                             |  | 2,000                           |  | 0.06                             | 
|                                             |                                |  |                                   |  |                         |   |                               |  |                                 |  |                                  | 
|Executive
      Committee                    |                                |  |                                   |  |                         |   |                               |  |                                 |  |                                  | 
|Henning
      Dyremose                       | 171,749                        |  | 47,651                            |  | 0                       |   | 0                             |  | 219,400                         |  | 5.98                             | 
|Hans Munk
      Nielsen                      | 93,866                         |  | 18,040                            |  | (9,700                  | ) | 0                             |  | 102,206                         |  | 3.03                             | 

1Calculations of fair values at issuance and at year-end have been based on the Black-Scholes
option-pricing model. The following assumptions have been used for the calculation in 2004: a dividend per share of DKK 12.50, a volatility of 28%, a risk-free interest rate of 2.9% - 3.8% and remaining option lives of 4-10 years.

2The other members of the Board of Directors hold no share options in TDC A/S.

The exercise prices of outstanding share options are specified as follows:

|                                                 | 2003      |  | 2004      | 
|------------------------------------------------ | --------- |  | --------- | 
|                                                 | numbers   |  | numbers   | 
|                                                 |           |  |           | 
|                                                 |           |  |           | 
|Exercise
      price in the interval 150-200 DKK | 1,531,587 |  | 1,263,234 | 
|Exercise
      price in the interval 200-250 DKK | 53,759    |  | 900,913   | 
|Exercise
      price in the interval 250-300 DKK | 1,023,031 |  | 1,022,525 | 
|Exercise
      price in the interval 300-400 DKK | 365,783   |  | 365,631   | 
|Exercise
      price in the interval 400-500 DKK | 121,372   |  | 119,381   | 
|Exercise
      price in the interval 500-600 DKK | 9,830     |  | 9,830     | 
|Exercise
      price in the interval 600-700 DKK | 183,747   |  | 181,712   | 
|                                                 |           |  |           | 
|Total                                            | 3,289,109 |  | 3,863,226 | 
|                                                 |           |  |           | 

Number of shares in TDC A/S:

|                                                                              | 2003   |  | 2004   | 
|----------------------------------------------------------------------------- | ------ |  | ------ | 
|                                                                              |        |  |        | 
|Present
        Board of Directors1                                           |        |  |        | 
|Thorleif
      Krarup                                                         | 260    |  | 260    | 
|Niels Heering                                                                 | 348    |  | 348    | 
|Jan Bardino                                                                   | 157    |  | 159    | 
|Leif Hartmann                                                                 | 247    |  | 449    | 
|Steen Jacobsen                                                                | 247    |  | 249    | 
|Bo Magnussen                                                                  | 97     |  | 99     | 
|Kurt Anker
      Nielsen                                                      | 311    |  | 2,446  | 
|                                                                              |        |  |        | 
|Total                                                                         | 1,667  |  | 4,010  | 
|                                                                              |        |  |        | 
|Executive
      Committee                                                     |        |  |        | 
|Henning
      Dyremose                                                        | 31,672 |  | 31,674 | 
|Hans Munk
      Nielsen                                                       | 247    |  | 249    | 
|                                                                              |        |  |        | 
|Total                                                                         | 31,919 |  | 31,923 | 
|                                                                              |        |  |        | 
|1The
      other members of the Board of Directors hold no shares in TDC A/S. |        |  |        | 

F - 27

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 5 -- Fair value adjustments

|                                                             | 2002  |   | 2003 |   | 2004 |   | 2004 |  
|------------------------------------------------------------ | ----- | - | ---- | - | ---- | - | ---- | -
|                                                             | DKKm  |   | DKKm |   | DKKm |   | USDm |  
|                                                             |       |   |      |   |      |   |      |  
|                                                             |       |   |      |   |      |   |      |  
|Fair value
      adjustments of minority passive investments | 2,573 |   | 412  |   | 12   |   | 2    |  
|Other fair
      value adjustments                           | 114   |   | 167  |   | 166  |   | 31   |  
|                                                             |       |   |      |   |      |   |      |  
|Fair value
      adjustments before tax                      | 2,687 |   | 579  |   | 178  |   | 33   |  
|Income taxes
      related to fair value adjustments         | (22   | ) | (58  | ) | (37  | ) | (7   | )
|                                                             |       |   |      |   |      |   |      |  
|Fair value
      adjustments after tax                       | 2,665 |   | 521  |   | 141  |   | 26   |  
|                                                             |       |   |      |   |      |   |      |  

Note 6 -- Interest and other Financial Income

|                                           | 2002  |  | 2003  |  | 2004  |  | 2004 | 
|------------------------------------------ | ----- |  | ----- |  | ----- |  | ---- | 
|                                           | DKKm  |  | DKKm  |  | DKKm  |  | USDm | 
|                                           |       |  |       |  |       |  |      | 
|                                           |       |  |       |  |       |  |      | 
|Interest
      income                      | 2,275 |  | 2,679 |  | 2,507 |  | 458  | 
|Interest
      from associated enterprises | 70    |  | 32    |  | 32    |  | 6    | 
|                                           |       |  |       |  |       |  |      | 
|Total                                      | 2,345 |  | 2,711 |  | 2,539 |  | 464  | 
|                                           |       |  |       |  |       |  |      | 

Note 7 -- Interest and other Financial Expenses

|                                            | 2002   |   | 2003   |   | 2004   |   | 2004 |  
|------------------------------------------- | ------ | - | ------ | - | ------ | - | ---- | -
|                                            | DKKm   |   | DKKm   |   | DKKm   |   | USDm |  
|                                            |        |   |        |   |        |   |      |  
|                                            |        |   |        |   |        |   |      |  
|Interest
      expenses                     | (3,322 | ) | (3,809 | ) | (3,412 | ) | (624 | )
|Currency
      translation adjustments, net | (73    | ) | (60    | ) | (27    | ) | (5   | )
|                                            |        |   |        |   |        |   |      |  
|Total                                       | (3,395 | ) | (3,869 | ) | (3,439 | ) | (629 | )
|                                            |        |   |        |   |        |   |      |  

F - 28

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 8 -- Current and Deferred Corporate Income Tax

|                                                                              | Chargedto
      theState-ments ofIncome |   | Corporateincometaxpayable(tax
      re-ceivable) |   | Deferred
      tax
      provision
      (tax
      asset) |  
|----------------------------------------------------------------------------- | --------------------------------------- | - | ------------------------------------------------ | - | ---------------------------------------------------------- | -
|                                                                              |                                         |   |                                                 
|                                                                              |                                         |   |                                                 
|                                                                              |                                         |   |                                                 
|                                                                              |                                         |   |                                                 
|                                                                              |                                         |   |                                                 
|                                                                              |                                         |   |                                                  |   |                                                            |  
|At January
      1, 2004, net                                                 | -                                       |   | 694                                              |   | 3,699                                                      |  
|Adjustments
      relating to changes in accounting policies                  |                                         |   | (287                                             | ) | 355                                                        |  
|Currency
      translation adjustments, net                                   | -                                       |   | 8                                                |   | (8                                                         | )
|Additions
      and disposals relating to acquisition and sale of enterprises | -                                       |   | (68                                              | ) | (126                                                       | )
|Income taxes                                                                  | (1,065                                  | ) | 930                                              |   | 135                                                        |  
|Adjustment
      of tax for previous years                                    | (40                                     | ) | (70                                              | ) | 110                                                        |  
|Tax related
      to changes in shareholders equity                          | -                                       |   | (98                                              | ) | 0                                                          |  
|Tax on income
      in associated enterprises                                 | (246                                    | ) | -                                                |   | -                                                          |  
|Tax refund
      relating to prior years                                      | -                                       |   | 138                                              |   | -                                                          |  
|Tax paid
      on account relating to 2004                                    | -                                       |   | (591                                             | ) | -                                                          |  
|                                                                              |                                         |   |                                                  |   |                                                            |  
|Total DKKm                                                                    | (1,351                                  | ) | 656                                              |   | 4,165                                                      |  
|                                                                              |                                         |   |                                                  |   |                                                            |  
|                                                                              |                                         |   |                                                  |   |                                                            |  
|which can
      be specified as follows:                                      |                                         |   |                                                  |   |                                                            |  
|                                                                              |                                         |   |                                                  |   |                                                            |  
|Tax payable/deferred
      tax provision                                      | -                                       |   | 675                                              |   | 5,139                                                      |  
|Tax receivable/deferred
      tax asset                                       | -                                       |   | (19                                              | ) | (974                                                       | )
|                                                                              |                                         |   |                                                  |   |                                                            |  
|Total DKKm                                                                    | -                                       |   | 656                                              |   | 4,165                                                      |  
|                                                                              |                                         |   |                                                  |   |                                                            |  
|                                                                              |                                         |   |                                                  |   |                                                            |  
|Total USDm                                                                    | -                                       |   | 120                                              |   | 762                                                        |  
|                                                                              |                                         |   |                                                  |   |                                                            |  

Reconciliation of statutory corporate income tax rate:

|                                                                          |       |   | (In
      percent) |   |       |  
|------------------------------------------------------------------------- | ----- | - | ------------------ | - | ----- | -
|                                                                          |      
|                                                                          | 2002  |   | 2003               |   | 2004  |  
|                                                                          |       |   |                    |   |       |  
|                                                                          |       |   |                    |   |       |  
|Danish statutory
      corporate tax rate                                 | 30.0  |   | 30.0               |   | 30.0  |  
|Amortization
      of goodwill disallowed for tax purposes                | 10.0  |   | 15.7               |   | 4.7   |  
|Tax free
      sale of enterprises                                        | (13.1 | ) | (5.7               | ) | (19.3 | )
|Other non-taxable
      income and non-tax deductible expenses            | (0.4  | ) | (0.4               | ) | 0.0   |  
|Net tax
      value of non-capitalized tax losses and utilized tax losses | 1.9   |   | 0.5                |   | (1.9  | )
|Tax rate,
      foreign subsidiaries                                      | 0.7   |   | (2.0               | ) | (1.0  | )
|Adjustment
      of tax for previous years                                | (1.9  | ) | 2.7                |   | 0.4   |  
|Tax on income
      in associated enterprises                             | (0.3  | ) | 2.3                |   | 0.1   |  
|Amendment
      of tax legislation                                        | 0.0   |   | 6.5                |   | 0.0   |  
|Other                                                                     | 0.0   |   | (1.4               | ) | 0.4   |  
|                                                                          |       |   |                    |   |       |  
|Effective
      tax rate                                                  | 26.9  |   | 48.2               |   | 13.4  |  
|                                                                          |       |   |                    |   |       |  

F - 29

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

The deferred tax liability, net, at December 31, consists of the following:

|                                           | 2003  |   |        |   | 2004        |  |        |  
|------------------------------------------ | ----- | - | ------ | - | ----------- |  | ------ | -
|                                           |      
|                                           |       |   | Tax    |   | Tax         |  |        |  
|                                           | Total |   | Assets |   | liabilities |  | Total  |  
|                                           |       |   |        |   |             |  |        |  
|                                           |       |   |        |   |             |  |        |  
|Allowances
      for uncollectibles        | (29   | ) | (56    | ) | 0           |  | (56    | )
|Provisions
      for redundancy payments   | (102  | ) | (135   | ) | 0           |  | (135   | )
|                                           |       |   |        |   |             |  |        |  
|Current                                    | (131  | ) | (191   | ) | 0           |  | (191   | )
|                                           |       |   |        |   |             |  |        |  
|                                           |       |   |        |   |             |  |        |  
|Intangible
      assets                    | 217   |   | (20    | ) | 519         |  | 499    |  
|Property,
      plant and equipment        | 2,554 |   | (47    | ) | 2,753       |  | 2,706  |  
|Prepaid
      expenses                     | 2,085 |   | 0      |   | 2,123       |  | 2,123  |  
|Tax value
      of tax loss carry-forwards | (885  | ) | (1,195 | ) | 0           |  | (1,195 | )
|Other                                      | 214   |   | (608   | ) | 831         |  | 223    |  
|                                           |       |   |        |   |             |  |        |  
|Non-current                                | 4,185 |   | (1,870 | ) | 6,226       |  | 4,356  |  
|                                           |       |   |        |   |             |  |        |  
|                                           |       |   |        |   |             |  |        |  
|Total deferred
      tax DKKm              | 4,054 |   | (2,061 | ) | 6,226       |  | 4,165  |  
|                                           |       |   |        |   |             |  |        |  
|                                           |       |   |        |   |             |  |        |  
|Total deferred
      tax USDm              | 741   |   | (377   | ) | 1,139       |  | 762    |  
|                                           |       |   |        |   |             |  |        |  

The Groups capitalized tax loss carry-forwards are expected to be utilized before the end of 2009.

Furthermore, the Group has tax losses to carry forward against future taxable income that have not been capitalized in these Financial Statements due to uncertainty of their
recoverability. At December 31, 2004, these tax losses amounted to a tax value of DKK 499m (USD 91m), compared with DKK 386m at December 31, 2003.

Most of the Danish Group companies and some foreign subsidiaries participate in joint taxation. The total income tax payable is allocated to the Danish companies participating in joint
taxation in proportion to their respective taxable income.

The income tax effect from the Danish joint taxation for the years 2001-2003 is based on an estimated tax value of goodwill related to Talkline. Income taxes for 2004 have been positively
impacted by DKK 218m (USD 40m) from an adjustment to the value of goodwill following a decision from the National Assessment Council in October 2004. TDC has complained about the decision. The outcome could result in additional income.

Together with the other Group companies participating in joint taxation, TDC A/S assumes joint and several liability for the tax liability at any given time.

F - 30

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 9 -- Intangible Assets

|                                                                       |          |   | Rights,  |   |         |  
|---------------------------------------------------------------------- | -------- | - | -------- | - | ------- | -
|                                                                       |          |   | software |   | DKKm    |  
|                                                                       | Goodwill |   | etc.     |   | Total   |  
|                                                                       |          |   |          |   |         |  
|                                                                       |          |   |          |   |         |  
|Accumulated
      cost at January 1, 2004                              | 33,311   |   | 9,014    |   | 42,325  |  
|Adjustment
      relating to changes in accounting policies            | (4,410   | ) | (1,563   | ) | (5,973  | )
|Currency
      translation adjustments, net                            | 264      |   | 20       |   | 284     |  
|Work performed
      for own purposes and capitalized                  | -        |   | 48       |   | 48      |  
|Additions
      of other assets during the year                        | -        |   | 954      |   | 954     |  
|Additions
      relating to the acquisition of enterprises             | 2,632    |   | 804      |   | 3,436   |  
|Additions
      relating to increased ownership of enterprises         | 76       |   | 0        |   | 76      |  
|Disposals
      relating to the divestment of enterprises              | (115     | ) | (122     | ) | (237    | )
|Assets disposed
      of or fully amortized during the year            | (91      | ) | (70      | ) | (161    | )
|                                                                       |          |   |          |   |         |  
|Accumulated
      cost at December 31, 2004                            | 31,667   |   | 9,085    |   | 40,752  |  
|                                                                       |          |   |          |   |         |  
|                                                                       |          |   |          |   |         |  
|Accumulated
      amortization and write-downs at January 1, 2004      | (6,794   | ) | (3,571   | ) | (10,365 | )
|Adjustment
      relating to changes in accounting policies            | 1,769    |   | 200      |   | 1,969   |  
|Currency
      translation adjustments, net                            | (63      | ) | (8       | ) | (71     | )
|Amortization
      for the year                                        | (1,534   | ) | (1,212   | ) | (2,746  | )
|Write-downs
      during the year                                      | (13      | ) | (228     | ) | (241    | )
|Additions
      relating to increased ownership of enterprises         | (10      | ) | 0        |   | (10     | )
|Disposals
      relating to the divestment of enterprises              | 53       |   | 75       |   | 128     |  
|Assets disposed
      of or fully amortized during the year            | 91       |   | 67       |   | 158     |  
|                                                                       |          |   |          |   |         |  
|Accumulated
      amortization and write-downs at December 31, 2004    | (6,501   | ) | (4,677   | ) | (11,178 | )
|                                                                       |          |   |          |   |         |  
|                                                                       |          |   |          |   |         |  
|Carrying
      value at December 31, 2004 DKKm                         | 25,166   |   | 4,408    |   | 29,574  |  
|                                                                       |          |   |          |   |         |  
|Carrying
      value at December 31, 2004 USDm                         | 4,603    |   | 806      |   | 5,409   |  
|                                                                       |          |   |          |   |         |  
|Carrying
      value at December 31, 2003 DKKm                         | 23,876   |   | 4,080    |   | 27,956  |  
|                                                                       |          |   |          |   |         |  
|                                                                       |          |   |          |   |         |  
|Carrying
      value of capitalized interest at December 31, 2004 DKKm | -        |   | 185      |   | 185     |  
|                                                                       |          |   |          |   |         |  
|                                                                       |          |   |          |   |         |  
|Carrying
      value of capitalized interest at December 31, 2003 DKKm | -        |   | 138      |   | 138     |  
|                                                                       |          |   |          |   |         |  

The carrying value of UMTS licenses in countries where the UMTS network is not in operation amounts to DKK 1,184m (USD 217m) compared with DKK 1,126m in 2003.

The carrying value of software amounts to DKK 1,628m (USD 298m) compared with 1,421m in 2003.

Interest capitalized during 2004 amounts to DKK 61m (USD 11m) compared with DKK 58m in 2003.

F - 31

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 10  Property, plant and equipment

|                                                | Land
      andbuildings |   | Telecom-municationsinstallations |   |              |   |      |       | Property,plant andequipment
      under
      construc-
      tion |   |         |  
|----------------------------------------------- | ----------------------- | - | -------------------------------- | - | ------------ | - | ---- | ----- | ------------------------------------------------------------------ | - | ------- | -
|                                                |                         |   |                                  |   |              |   |      |       |                                                                   
|                                                |                         |   |                                  |   |              |   |      |       |                                                                   
|                                                |                         |   | Other                            |   |              |   |      |       |                                                                   
|                                                |                         |   | installa-                        |   | Installation |   |      | DKKm  |                                                                   
|                                                |                         |   | tions                            |   | materials    |   |      | Total |                                                                   
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Accumulated
      cost at January 1, 2004       | 4,660                   |   | 60,612                           |   | 7,727        |   | 471  |       | 1,355                                                              |   | 74,825  |  
|Adjustment
      relating to changes in         |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|accounting
      policies                       | (1,562                  | ) | (3,841                           | ) | (2,321       | ) | 0    |       | (413                                                               | ) | (8,137  | )
|Currency
      translation adjustments, net     | 0                       |   | 60                               |   | 15           |   | 2    |       | 8                                                                  |   | 85      |  
|Transfer
      (to)/from other items            | 17                      |   | 1,530                            |   | (325         | ) | (144 | )     | (1,078                                                             | ) | 0       |  
|Additions
      relating to the acquisition of  |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|enterprises                                     | 49                      |   | 1,892                            |   | 64           |   | 22   |       | 7                                                                  |   | 2,034   |  
|Work performed
      for own purposes and       |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|capitalized                                     | 0                       |   | 791                              |   | 336          |   | 0    |       | 50                                                                 |   | 1,177   |  
|Acquisitions
      from third parties           | 32                      |   | 911                              |   | 510          |   | 107  |       | 1,510                                                              |   | 3,070   |  
|Additions
      relating to increased ownership |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|shares of
      enterprises                     | 0                       |   | 0                                |   | 20           |   | 0    |       | 0                                                                  |   | 20      |  
|Disposals
      relating to the divestment of   |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|enterprises                                     | 0                       |   | 0                                |   | (102         | ) | 0    |       | 0                                                                  |   | (102    | )
|Assets disposed
      of during the year        | (35                     | ) | (1,314                           | ) | (256         | ) | (97  | )     | (2                                                                 | ) | (1,704  | )
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Accumulated
      cost at December 31, 2004     | 3,161                   |   | 60,641                           |   | 5,668        |   | 361  |       | 1,437                                                              |   | 71,268  |  
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Accumulated
      depreciation and write-       |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|downs at
      January 1, 2004                  | (2,444                  | ) | (36,376                          | ) | (4,983       | ) | (164 | )     | (13                                                                | ) | (43,980 | )
|Adjustment
      relating to changes in         |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|accounting
      policies                       | 377                     |   | 833                              |   | 1,342        |   | 0    |       | 0                                                                  |   | 2,552   |  
|Currency
      translation adjustments, net     | 0                       |   | (12                              | ) | (11          | ) | (2   | )     | 0                                                                  |   | (25     | )
|Transfers
      to/(from) other items           | 3                       |   | (566                             | ) | 563          |   | 0    |       | 0                                                                  |   | 0       |  
|Disposals
      relating to the divestment of   |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|enterprises                                     | 0                       |   | 0                                |   | 55           |   | 0    |       | 0                                                                  |   | 55      |  
|Additions
      relating to increased ownership |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|shares
      of enterprises                     | 0                       |   | 0                                |   | (8           | ) | 0    |       | 0                                                                  |   | (8      | )
|Assets disposed
      of during the year        | 19                      |   | 1,227                            |   | 240          |   | 76   |       | 0                                                                  |   | 1,562   |  
|Depreciation
      for the year                 | (129                    | ) | (3,693                           | ) | (1,245       | ) | 0    |       | 0                                                                  |   | (5,067  | )
|Write-downs
      during the year               | 0                       |   | (70                              | ) | (13          | ) | (57  | )     | 0                                                                  |   | (140    | )
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Accumulated
      depreciation and write-       |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|downs at
      December 31, 2004                | (2,174                  | ) | (38,657                          | ) | (4,060       | ) | (147 | )     | (13                                                                | ) | (45,051 | )
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Carrying
      value at December 31, 2004       |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|DKKm                                            | 987                     |   | 21,984                           |   | 1,608        |   | 214  |       | 1,424                                                              |   | 26,217  |  
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Carrying
      value at December 31, 2004       |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|USDm                                            | 181                     |   | 4,021                            |   | 294          |   | 39   |       | 260                                                                |   | 4,795   |  
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|Carrying
      value at December 31, 2003       |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  
|DKKm                                            | 1,031                   |   | 21,228                           |   | 1,765        |   | 307  |       | 929                                                                |   | 25,260  |  
|                                                |                         |   |                                  |   |              |   |      |       |                                                                    |   |         |  

F - 32

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|                                                | Land
      andbuildings |  | Telecom-municationsinstallations |  | Otherinstalla-tions |  | Installationmaterials |  | Property,plant andequipment
      under
      construc-
      tion |  | DKKmTotal | 
|----------------------------------------------- | ----------------------- |  | -------------------------------- |  | ------------------- |  | --------------------- |  | ------------------------------------------------------------------ |  | --------- | 
|                                                |                         |  |                                  |  |                     | 
|                                                |                         |  |                                  |  |                     | 
|                                                |                         |  |                                  |  |                     | 
|                                                |                         |  |                                  |  |                     | 
|                                                |                         |  |                                  |  |                     | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|Carrying
      value of capital leases at       |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|December
      31, 2004 DKKm                    | 0                       |  | 947                              |  | 45                  |  | -                     |  | -                                                                  |  | 992       | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|Carrying
      value of capital leases at       |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|December
      31, 2004 USDm                    | 0                       |  | 173                              |  | 8                   |  | -                     |  | -                                                                  |  | 181       | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|Carrying
      value of capital leases at       |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|December
      31, 2003 DKKm                    | 0                       |  | 1,213                            |  | 39                  |  | -                     |  | -                                                                  |  | 1,252     | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|Carrying
      value of capitalized interest at |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|December
      31, 2004 DKKm                    | 0                       |  | 177                              |  | 0                   |  | -                     |  | 0                                                                  |  | 177       | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|Carrying
      value of capitalized interest at |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|December
      31, 2004 USDm                    | 0                       |  | 32                               |  | 0                   |  | -                     |  | 0                                                                  |  | 32        | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|Carrying
      value of capitalized interest at |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 
|December
      31, 2003 DKKm                    | 0                       |  | 214                              |  | 0                   |  | -                     |  | 0                                                                  |  | 214       | 
|                                                |                         |  |                                  |  |                     |  |                       |  |                                                                    |  |           | 

The estimated useful lives of certain types of telecommunications installations and other installations have been changed. These changes have increased depreciation for 2004 by DKK 39m
(USD 7m).

Interest capitalized during 2004 amounts to DKK 11m (USD 2m) compared with DKK 24m in 2003.

At January 1, 2004, the value of land and buildings assessed for Danish tax purposes amounted to DKK 2,608m (USD 477m), compared with DKK 2,642m at January 1, 2003.

At December 31, 2004, the carrying value of land and buildings unassessed for Danish tax purposes amounted to DKK 199m (USD 36m), compared with DKK 147m at December 31, 2003.

The TDC Group has recourse guarantee obligations of payment and performance in connection with lease contracts. Reference is made to note 27 Contingent assets and contingent liabilities.

The carrying value of mortgaged assets amounted to DKK 312m (USD 57m) at December 31, 2004, compared with DKK 324m at December 31, 2003.

F - 33

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 11 -- Investments and Other Assets

|                                                              |       | Investmentsinassociatedenterprises |       | Amountsowed
      byassociatedenterprises |      | Minoritypassiveinvestments |     | Otherfinancialassets |       | DKKmTotal |  
|------------------------------------------------------------- | ----- | ---------------------------------- | ----- | ----------------------------------------- | ---- | -------------------------- | --- | -------------------- | ----- | --------- | -
|                                                              |       |                                    |       |                                           |      |                           
|                                                              |       |                                    |       |                                           |      |                           
|                                                              |       |                                    |       |                                           |      |                           
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Accumulated
      cost at January 1, 2004                     | 574   |                                    | 0     |                                           | 378  |                            | 736 |                      | 1,688 |          
|Adjustment
      relating to changes in accounting policies   | 5,652 |                                    | 1,069 |                                           | (291 | )                          | 0   |                      | 6,430 |          
|Currency
      translation adjustments, net                   | 141   |                                    | (1    | )                                         | 0    |                            | 0   |                      | 140   |          
|Additions
      during the year                               |       | 83                                 |       | 33                                        |      | 1                          |     | 31                   |       | 148       |  
|Additions
      relating to acquisition of enterprises        |       | 39                                 |       | 0                                         |      | 1                          |     | 1                    |       | 41        |  
|Reductions
      relating to increased ownership of           |       |                                    |       |                                           |      |                            |     |                      |       |          
|enterprises                                                   |       | (117                               | )     | 0                                         |      | 0                          |     | 0                    |       | (117      | )
|Disposals
      relating to the divestment of enterprises     | (31   | )                                  | 0     |                                           | 0    |                            | (3  | )                    | (34   | )        
|Disposals
      during the year                               |       | (90                                | )     | (13                                       | )    | (45                        | )   | (665                 | )     | (813      | )
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Accumulated
      cost at December 31, 2004                   | 6,251 |                                    | 1,088 |                                           | 44   |                            | 100 |                      | 7,483 |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Accumulated
      write-ups and write-downs at January 1,     |       |                                    |       |                                           |      |                            |     |                      |       |          
|2004                                                          |       | (238                               | )     | 0                                         |      | (36                        | )   | 10                   |       | (264      | )
|Adjustment
      relating to changes in accounting policies   | 796   |                                    | 0     |                                           | 38   |                            | 0   |                      | 834   |          
|Currency
      translation adjustments, net                   | 66    |                                    | 0     |                                           | 0    |                            | 0   |                      | 66    |          
|Changes
      in shareholders ́ equity in investments          | 99    |                                    | -     |                                           | -    |                            | -   |                      | 99    |          
|Reductions
      relating to increased ownership of shares of |       |                                    |       |                                           |      |                            |     |                      |       |          
|enterprises                                                   |       | 29                                 |       | 0                                         |      | 0                          |     | 0                    |       | 29        |  
|Write-ups
      and write-downs for the year:                 |       |                                    |       |                                           |      |                            |     |                      |       |          
|- Income
      before income taxes (net)                      |       | 749                                |       | -                                         |      | -                          |     | -                    |       | 749       |  
|- Income
      taxes                                          |       | (246                               | )     | -                                         |      | -                          |     | -                    |       | (246      | )
|- Fair value
      adjustments                                |       | -                                  |       | 0                                         |      | 12                         |     | 145                  |       | 157       |  
|- Dividends                                                   |       | (11,525                            | )     | -                                         |      | 0                          |     | -                    |       | (11,525   | )
|Disposals
      during the year                               |       | 5,540                              |       | 0                                         |      | (14                        | )   | (155                 | )     | 5,371     |  
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Accumulated
      write-ups and write-downs at December       |       |                                    |       |                                           |      |                            |     |                      |       |          
|31, 2004                                                      |       | (4,730                             | )     | 0                                         |      | 0                          |     | 0                    |       | (4,730    | )
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Carrying
      value at December 31, 2004 DKKm                | 1,521 |                                    | 1,088 |                                           | 44   |                            | 100 |                      | 2,753 |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Carrying
      value at December 31, 2004 USDm                | 278   |                                    | 199   |                                           | 8    |                            | 19  |                      | 504   |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |           |  
|Carrying
      value at December 31, 2003 DKKm                | 6,784 |                                    | 1,069 |                                           | 89   |                            | 746 |                      | 8,688 |          
|                                                              |       |                                    |       |                                           |      |                            |     |                      |       |          

The carrying value of associated enterprises includes goodwill of DKK 77m (USD 14m) at December 31, 2004 compared with DKK 2,769m at December 31, 2003. Additions during the year amounted
to DKK 4m (USD 1m). Amortization for the year aggregated DKK 76m (USD 14m) and write-downs for the year totaled DKK 5m (USD 1m).

F - 34

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 12 -- Trade accounts receivable

|                                                             | 2003   |   | 2004   |   | 2004  |  
|------------------------------------------------------------ | ------ | - | ------ | - | ----- | -
|                                                             | DKKm   |   | DKKm   |   | USDm  |  
|                                                             |        |   |        |   |       |  
|Trade accounts
      receivable                              | 9,500  |   | 8,993  |   | 1,645 |  
|Allowances
      for uncollectibles                          | (1,433 | ) | (1,409 | ) | (258  | )
|                                                             |        |   |        |   |       |  
|Total                                                        | 8,067  |   | 7,584  |   | 1,387 |  
|                                                             |        |   |        |   |       |  
|                                                             |        |   |        |   |       |  
|Allowances
      for uncollectibles at January 1             | (2,062 | ) | (1,433 | ) | (262  | )
|Adjustments
      relating to changes in accounting policies | 189    |   | -      |   | -     |  
|Additions                                                    | (356   | ) | (531   | ) | (97   | )
|Deductions                                                   | 796    |   | 555    |   | 101   |  
|                                                             |        |   |        |   |       |  
|Total                                                        | (1,433 | ) | (1,409 | ) | (258  | )
|                                                             |        |   |        |   |       |  

Note 13 -- Contract work in process

|                                            | 2003 |   | 2004 |   | 2004 |  
|------------------------------------------- | ---- | - | ---- | - | ---- | -
|                                            | DKKm |   | DKKm |   | USDm |  
|                                            |      |   |      |   |      |  
|Value of
      contract work in process     | 195  |   | 186  |   | 34   |  
|Billing
      on account                    | (115 | ) | (107 | ) | (20  | )
|                                            |      |   |      |   |      |  
|Total                                       | 80   |   | 79   |   | 14   |  
|                                            |      |   |      |   |      |  
|                                            |      |   |      |   |      |  
|Profit included
      in the carrying value | 48   |   | 57   |   | 10   |  
|                                            |      |   |      |   |      |  
|                                            |      |   |      |   |      |  
|Total revenue
      for the year            | 449  |   | 401  |   | 73   |  
|                                            |      |   |      |   |      |  

Note 14 -- Prepaid expenses

|                                                               | 2003  |  | 2004  |  | 2004  | 
|-------------------------------------------------------------- | ----- |  | ----- |  | ----- | 
|                                                               | DKKm  |  | DKKm  |  | USDm  | 
|                                                               |       |  |       |  |       | 
|Pension
      asset relating to the three Danish pension funds |       |  |       |  |       | 
|(see note
      25 for details)                                | 6,509 |  | 6,750 |  | 1,235 | 
|Prepayment
      regarding former civil servants               | 360   |  | 273   |  | 50    | 
|Other prepaid
      expenses                                   | 596   |  | 784   |  | 143   | 
|                                                               |       |  |       |  |       | 
|Total                                                          | 7,465 |  | 7,807 |  | 1,428 | 
|                                                               |       |  |       |  |       | 

F - 35

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 15 -- Treasury Shares

|                                                              | 2003 |   | 2004   |   | 2004 |  
|------------------------------------------------------------- | ---- | - | ------ | - | ---- | -
|                                                              | DKKm |   | DKKm   |   | USDm |  
|                                                              |      |   |        |   |      |  
|Carrying
      value at January 1                             | 0    |   | 0      |   | 0    |  
|Additions                                                     | 480  |   | 3,573  |   | 653  |  
|Disposals                                                     | (109 | ) | (42    | ) | (8   | )
|The years
      net movement charged to shareholders equity | (371 | ) | (3,531 | ) | (645 | )
|                                                              |      |   |        |   |      |  
|Carrying
      value at December 31                           | 0    |   | 0      |   | 0    |  
|                                                              |      |   |        |   |      |  



|                                   |            |   |             |   | %
      of |  
|---------------------------------- | ---------- | - | ----------- | - | ---------- | -
|                                   |            |   | Nominal     |   | share      |  
|                                   | Shares     |   | value       |   | capital    |  
|                                   |            |   |             |   |            |  
|                                   |            |   |             |   |            |  
|Holding
      at January 1, 2003   | 1,671,471  |   | 8,357,355   |   | 0.77       |  
|Additions                          | 2,618,000  |   | 13,090,000  |   | 1.21       |  
|Disposals                          | (1,121,707 | ) | (5,608,535  | ) | (0.52      | )
|                                   |            |   |             |   |            |  
|Holding
      at December 31, 2003 | 3,167,764  |   | 15,838,820  |   | 1.46       |  
|                                   |            |   |             |   |            |  
|                                   |            |   |             |   |            |  
|Holding
      at January 1, 2004   | 3,167,764  |   | 15,838,820  |   | 1.46       |  
|Additions                          | 18,717,633 |   | 93,588,165  |   | 8.65       |  
|Disposals                          | (303,252   | ) | (1,516,260  | ) | (0.14      | )
|                                   |            |   |             |   |            |  
|Holding
      at December 31, 2004 | 21,582,145 |   | 107,910,725 |   | 9.97       |  
|                                   |            |   |             |   |            |  

Purchase of the Groups treasury shares is primarily used to hedge the Groups commitments under the share option program for the Board of Directors, the Executive Committee and
other management employees. In June, the Group purchased 18,084,363 treasury shares in connection with SBC Communications sale of TDC shares.

Note 16 -- Cash

|                               | 2003  |  | 2004  |  | 2004  | 
|------------------------------ | ----- |  | ----- |  | ----- | 
|                               | DKKm  |  | DKKm  |  | USDm  | 
|                               |       |  |       |  |       | 
|                               |       |  |       |  |       | 
|Cash at
      bank and in hand | 2,030 |  | 3,038 |  | 556   | 
|Short-term
      bank deposits | 3,400 |  | 3,800 |  | 695   | 
|                               |       |  |       |  |       | 
|Total                          | 5,430 |  | 6,838 |  | 1,251 | 
|                               |       |  |       |  |       | 

F - 36

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 17 -- Shareholders' Equity

Shareholders' equity consists of common shares, proposed dividends, capital in excess of par value and retained earnings.

Common shares

Increases in common shares require the approval of shareholders in a general meeting. At December 31, 2004, TDC A/S's common shares account balance was DKK 1,082m(USD 198m), which were made up of 216,459,540 shares of a nominal value of DKK 5 each.

The number of shares outstanding (including treasury shares) and issued during the years in the three-year period ended December 31, 2004 is as follows:

|                                                        | 2002        |  | 2003        |  | 2004        | 
|------------------------------------------------------- | ----------- |  | ----------- |  | ----------- | 
|                                                        |             |  |             |  |             | 
|Number of
      shares outstanding, beginning of period | 216,459,540 |  | 216,459,540 |  | 216,459,540 | 
|Issued                                                  | -           |  | -           |  | -           | 
|                                                        |             |  |             |  |             | 
|Number of
      shares outstanding, end of period       | 216,459,540 |  | 216,459,540 |  | 216,459,540 | 
|                                                        |             |  |             |  |             | 

Proposed dividends

Gross dividends per share declared for 2002 and 2003 and proposed to the annual general meeting on March 17, 2005, for 2004 are as follows:

|                                                       | 2002  |  | 2003  |  | 2004  |  | 2004 | 
|------------------------------------------------------ | ----- |  | ----- |  | ----- |  | ---- | 
|                                                       | DKK   |  | DKK   |  | DKK   |  | USD  | 
|                                                       |       |  |       |  |       |  |      | 
|                                                       |       |  |       |  |       |  |      | 
|Gross dividends
      per share of nominal value 5 DKK | 11.50 |  | 12.00 |  | 12.50 |  | 2.29 | 

There is no current restriction in TDC A/S's Articles of Association on the amount of the dividend that may be paid on the shares.

On February 23, 2005, the Board of Directors recommended, for approval by the shareholders, a total 2004 dividend of DKK 2,436m (USD 446m).

Capital in excess of par value

The excess proceeds received from an issue of common shares (net of costs of issuance) over the nominal value of the shares issued must be credited to this account, which forms part of
shareholders' equity. The capital in excess of par value may be reduced to cover a deficit or, in certain circumstances, for other special purposes. Dividends may not be paid from the capital in excess of par value.

Retained Earnings

Retained earnings include accumulated net income, net of declared dividends to shareholders in the Company from January 1, 1991.

F - 37

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 18 -- Minority interests

|                                                              | 2003 |   | 2004 |   | 2004 | 
|------------------------------------------------------------- | ---- | - | ---- | - | ---- | 
|                                                              | DKKm |   | DKKm |   | USDm | 
|                                                              |      |   |      |   |      | 
|                                                              |      |   |      |   |      | 
|Minority
      interests at January 1                         | 550  |   | 2    |   | 0    | 
|Adjustment
      relating to changes in accounting principles | (346 | ) | -    |   | -    | 
|Currency
      translation adjustments, net                   | (1   | ) | 0    |   | 0    | 
|Minority
      interests share of net income                 | 8    |   | (2   | ) | 0    | 
|Reductions
      relating to the acquisition of enterprises   | (209 | ) | 0    |   | 0    | 
|Additions
      relating to acquisition of enterprises        | 0    |   | 13   |   | 2    | 
|Additions
      during the year                               | 0    |   | 14   |   | 3    | 
|                                                              |      |   |      |   |      | 
|Minority
      interests at December 31                       | 2    |   | 27   |   | 5    | 
|                                                              |      |   |      |   |      | 

Note 19 -- Provisions

|                                                              | Pension           |   | Other  |  
|------------------------------------------------------------- | ----------------- | - | ------ | -
|                                                              | provi-            |   | provi- |  
|                                                              | sions,
      etc. |   | sions  |  
|                                                              |                   |   |        |  
|                                                              |                   |   |        |  
|Provisions
      at January 1, 2004                           | 1,138             |   | 1,225  |  
|Adjustment
      relating to changes in accounting principles | (986              | ) | (250   | )
|Currency
      translation adjustments, net                   | 1                 |   | (8     | )
|Additions
      relating to acquisition of enterprises        | 0                 |   | 446    |  
|Provisions
      made during the year                         | 0                 |   | 272    |  
|Change in
      present value                                 | 2                 |   | 13     |  
|Provisions
      used during the year                         | (24               | ) | (392   | )
|Unused provisions
      reversed during the year              | 0                 |   | (73    | )
|Disposals
      relating to the divestment of enterprises     | 0                 |   | (5     | )
|                                                              |                   |   |        |  
|Provisions
      at December 31, 2004 DKKm                    | 131               |   | 1,228  |  
|                                                              |                   |   |        |  
|                                                              |                   |   |        |  
|Provisions
      at December 31, 2004 USDm                    | 24                |   | 225    |  
|                                                              |                   |   |        |  

Pension provisions, etc. are mainly provisions related to foreign defined benefit plans and other similar payments relating to the reduction in the number of employees. Other provisions
are related mainly to the reduction in the number of employees, restructuring costs and asset retirement obligations.

F - 38

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 20 -- Total Long-term Debt

|                                          | 2003   |   | 2004   |   | 2004  |  
|----------------------------------------- | ------ | - | ------ | - | ----- | -
|                                          | DKKm   |   | DKKm   |   | USDm  |  
|                                          |        |   |        |   |       |  
|                                          |        |   |        |   |       |  
|Bonds and
      long-term bank loans      | 34,840 |   | 28,798 |   | 5,267 |  
|Other long-term
      debt                | 915    |   | 817    |   | 149   |  
|                                          |        |   |        |   |       |  
|Total                                     | 35,755 |   | 29,615 |   | 5,416 |  
|                                          |        |   |        |   |       |  
|Due within
      twelve months            | (2,781 | ) | (598   | ) | (109  | )
|                                          |        |   |        |   |       |  
|Total long-term
      debt at December 31 | 32,974 |   | 29,017 |   | 5,307 |  
|                                          |        |   |        |   |       |  

Long-term debt is due as follows:

|                    | 2003   |  | 2004   |  | 2004  | 
|------------------- | ------ |  | ------ |  | ----- | 
|                    | DKKm   |  | DKKm   |  | USDm  | 
|                    |        |  |        |  |       | 
|                    |        |  |        |  |       | 
|1-2 years           | 1,046  |  | 5,186  |  | 948   | 
|2-5 years           | 15,216 |  | 4,723  |  | 864   | 
|After 5
      years | 16,712 |  | 19,108 |  | 3,495 | 
|                    |        |  |        |  |       | 
|Total               | 32,974 |  | 29,017 |  | 5,307 | 
|                    |        |  |        |  |       | 
|                    |        |  |        |  |       | 
|Fair value          | 37,796 |  | 31,936 |  | 5,841 | 
|                    |        |  |        |  |       | 
|Nominal
      value | 36,044 |  | 30,111 |  | 5,507 | 
|                    |        |  |        |  |       | 

Note 21 -- Short-term Bank Loans

Short-term bank loans (due within one year) are specified as follows:

|                                             | 2003 |  | 2004 |  | 2004 | 
|-------------------------------------------- | ---- |  | ---- |  | ---- | 
|                                             | DKKm |  | DKKm |  | USDm | 
|                                             |      |  |      |  |      | 
|                                             |      |  |      |  |      | 
|Repayable
      in DKK                       | 426  |  | 665  |  | 122  | 
|Repayable
      in foreign currencies        | 107  |  | 63   |  | 12   | 
|                                             |      |  |      |  |      | 
|                                             |      |  |      |  |      | 
|Total                                        | 533  |  | 728  |  | 133  | 
|                                             |      |  |      |  |      | 
|                                             |      |  |      |  |      | 
|Quarter-end
      average amount outstanding | 333  |  | 507  |  | 93   | 
|                                             |      |  |      |  |      | 

F - 39

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 22 -- Acquisition of Enterprises

|                                          | Date
      ofentry
      infinancialstatements |  | Percentageof
      votingsharesacquired | 
|----------------------------------------- | ---------------------------------------------- |  | --------------------------------------- | 
|                                          |                                                | 
|                                          |                                                | 
|                                          |                                                | 
|                                          |                                                | 
|Pricerunner
      AB                      | 01.01.04                                       |  | 3.7                                     | 
|Telmore
      A/S                         | 27.01.04                                       |  | 80.0                                    | 
|TDC
      Mobil Center A/S                | 01.04.04                                       |  | 6.0                                     | 
|Connect
      Partner A/S                 | 12.05.04                                       |  | 100.0                                   | 
|Incuba
      A/S                          | 19.05.04                                       |  | 0.3                                     | 
|Service
      Hosting A/S                 | 06.07.04                                       |  | 25.0                                    | 
|Hungarian
      Telephone and Cable Corp. | 01.10.04                                       |  | 11.0                                    | 
|Song
      Networks Holding AB            | 01.11.04                                       |  | 99.4                                    | 
|NetDesign
      A/S                       | 01.12.04                                       |  | 100.0                                   | 
|TDC
      Mobil Center A/S                | 01.12.04                                       |  | 2.0                                     | 

Enterprises acquired in 2004, 2003 and 2002 are included in the Consolidated Statements of Income for each of the three years in the period ended December 31, 2004, with the key figures
shown below.

|                               | 2002 |   | 2003 |   | 2004   |   | 2004 |  
|------------------------------ | ---- | - | ---- | - | ------ | - | ---- | -
|                               | DKKm |   | DKKm |   | DKKm   |   | USDm |  
|                               |      |   |      |   |        |   |      |  
|                               |      |   |      |   |        |   |      |  
|Net revenues                   | 185  |   | 341  |   | 1,564  |   | 286  |  
|                               |      |   |      |   |        |   |      |  
|                               |      |   |      |   |        |   |      |  
|Total operating
      expenses | (427 | ) | (738 | ) | (2,166 | ) | (396 | )
|                               |      |   |      |   |        |   |      |  
|                               |      |   |      |   |        |   |      |  
|Total operating
      income   | (242 | ) | (397 | ) | (599   | ) | (110 | )
|                               |      |   |      |   |        |   |      |  
|                               |      |   |      |   |        |   |      |  
|Net income                     | (378 | ) | (472 | ) | (433   | ) | (79  | )
|                               |      |   |      |   |        |   |      |  

Note 23 -- Disposal of Enterprises

During the year, the TDC Group disposed of its shares in Dan Net A/S, Gatetrade.net A/S, Pricerunner AB, Speech Ware A/S, Inform Net Partners s.r.l., Geovision A/S and Migway A/S and
disposed of its indirect ownership share in Belgacom S.A.

The enterprises disposed of or deconsolidated in 2004, 2003 and 2002 are included in the Consolidated Statements of Income for each of the three years in the period ended December 31,
2004, with the following key figures:

|                               | 2002 |   | 2003 |   | 2004  |   | 2004  |  
|------------------------------ | ---- | - | ---- | - | ----- | - | ----- | -
|                               | DKKm |   | DKKm |   | DKKm  |   | USDm  |  
|                               |      |   |      |   |       |   |       |  
|Net revenues                   | 905  |   | 398  |   | 261   |   | 48    |  
|                               |      |   |      |   |       |   |       |  
|                               |      |   |      |   |       |   |       |  
|Total operating
      expenses | (975 | ) | (380 | ) | (187  | ) | (34   | )
|                               |      |   |      |   |       |   |       |  
|                               |      |   |      |   |       |   |       |  
|Total operating
      income   | (63  | ) | 257  |   | 6,565 |   | 1,201 |  
|                               |      |   |      |   |       |   |       |  
|                               |      |   |      |   |       |   |       |  
|Net income                     | 841  |   | 710  |   | 6,735 |   | 1,232 |  
|                               |      |   |      |   |       |   |       |  

None of the disposals qualify as a discontinuing operation (as defined in the Danish Financial Statements Act).

F - 40

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 24 -- Financial Instruments, etc.

A: Foreign currency exposures

The TDC Group has entered into a number of financial contracts in order to reduce exposures to foreign currency. The financial contracts used are currency swaps and forward-exchange
contracts.

Financial assets and liabilities in foreign currencies and foreign currency derivative financial instruments at December 31, 2004 are specified below:

Maturity profile of net currency position at December 311

|      |          |  |                |   |                   |   |                   |   |                 |   | 2004   |   | 2003   |  
|----- | -------- |  | -------------- | - | ----------------- | - | ----------------- | - | --------------- | - | ------ | - | ------ | -
|      |          |  |                |   |                   |   |                   |   |                 |   | DKKm   |   | DKKm   |  
|      | Exchange |  |                |   |                   |   |                   |   |                 |   |        |   |        |  
|      | rate     |  | <
      1 year |   | 1
      - 2 years |   | 2
      - 5 years |   | >
      5 years |   | Total  |   | Total  |  
|      |          |  |                |   |                   |   |                   |   |                 |   |        |   |        |  
|EUR   | 7.4381   |  | 10,103         |   | 3,421             |   | 3,327             |   | (13,052         | ) | 3,799  |   | 439    |  
|CHF   | 4.8174   |  | (4,663         | ) | (18               | ) | (65               | ) | (265            | ) | (5,011 | ) | (5,456 | )
|SEK   | 0.8250   |  | 495            |   | (12               | ) | (5                | ) | 0               |   | 478    |   | 260    |  
|Other |          |  | (238           | ) | 0                 |   | 2                 |   | 0               |   | (236   | ) | 1,634  |  
|      |          |  |                |   |                   |   |                   |   |                 |   |        |   |        |  
|Total |          |  | 5,697          |   | 3,391             |   | 3,259             |   | (13,317         | ) | (970   | ) | (3,123 | )
|      |          |  |                |   |                   |   |                   |   |                 |   |        |   |        |  

Currency mix at December 31:2

|     | DKK |  | EUR |  | CHF |  | SEK |  | Other | 
|---- | --- |  | --- |  | --- |  | --- |  | ----- | 
|     |     |  |     |  |     |  |     |  |       | 
|2004 | 46% |  | 45% |  | 6%  |  | 1%  |  | 2%    | 
|     |     |  |     |  |     |  |     |  |       | 
|2003 | 43% |  | 44% |  | 6%  |  | 0%  |  | 7%    | 
|     |     |  |     |  |     |  |     |  |       | 

2The percentage distribution on currencies is measured on the basis of gross currency positions.

|Maturity
      profile of nominal amounts and fair value of derivative financial |  |                |  |                 |  |                 |  |                 |  |        |  |        
|-------------------------------------------------------------------------------- |  | -------------- |  | --------------- |  | --------------- |  | --------------- |  | ------ |  | -------
|instruments
      at December 311                                                |  |                |  |                 |  |                 |  |                 |  |        |  |        
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  | Total  
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  | nominal
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  | amounts
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  |        
|                                                                                 |  | <
      1 year |  | 1-2
      years |  | 2-5
      years |  | >
      5 years |  | 2004   |  | 2003   
|Swaps                                                                            |  |                |  |                 |  |                 |  |                 |  |        |  |        
|Interest-rate
      swaps                                                        |  | 0              |  | 8,173           |  | 4,765           |  | 0               |  | 12,938 |  | 19,900 
|Currency
      swaps                                                             |  | 6,304          |  | 17,914          |  | 10,552          |  | 4,459           |  | 39,229 |  | 35,162 
|Forward-exchange                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  |        
|contracts                                                                        |  |                |  |                 |  |                 |  |                 |  |        |  |        
|Purchased
      forward-                                                         |  |                |  |                 |  |                 |  |                 |  |        |  |        
|exchange
      contracts                                                         |  | 15,882         |  | 0               |  | 0               |  | 0               |  | 15,882 |  | 18,898 
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  |        
|Total at
      December 31                                                       |  | 22,186         |  | 26,087          |  | 15,317          |  | 4,459           |  | 68,049 |  | 73,960 
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  |        
|of which:                                                                        |  |                |  |                 |  |                 |  |                 |  |        |  |        
|derivative
      assets                                                          |  |                |  |                 |  |                 |  |                 |  |        |  |        
|derivative
      liabilities                                                     |  |                |  |                 |  |                 |  |                 |  |        |  |        
|                                                                                 |  |                |  |                 |  |                 |  |                 |  |        |  |        
|1Including
      derivatives applied to hedge net investments, cf. table below.  |  |                |  |                 |  |                 |  |                 | 

F - 41

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Hedging of net investments in foreign enterprises

|Foreign
      currency hedging of net investments in foreign Group subsidiaries and associated |  |              |  |         |   | DKKm    |  
|---------------------------------------------------------------------------------------------- |  | ------------ |  | ------- | - | ------- | -
|enterprises                                                                                    |  |              |  |         |   |         |  
|                                                                                               |  |              |  |         |   |         |  
|                                                                                               |  |              |  | 2004    |   |         |  
|                                                                                               |  |              |  |         |   |         |  
|                                                                                               |  | Net          |  |         |   |         |  
|                                                                                               |  | investments, |  |         |   |         |  
|                                                                                               |  | carrying     |  |         |   | Not     |  
|                                                                                               |  | value        |  | Hedged  |   | hedged  |  
|                                                                                               |  |              |  |         |   |         |  
|                                                                                               |  |              |  |         |   |         |  
|CHF                                                                                            |  | 22,981       |  | (23,005 | ) | 24      |  
|SEK                                                                                            |  | 5,193        |  | 0       |   | (5,193  | )
|EUR                                                                                            |  | 3,116        |  | 0       |   | (3,116  | )
|PLN                                                                                            |  | 1,639        |  | 0       |   | (1,639  | )
|Other                                                                                          |  | 328          |  | 0       |   | (328    | )
|                                                                                               |  |              |  |         |   |         |  
|Total at
      December 31                                                                     |  | 33,257       |  | (23,005 | ) | (10,252 | )
|                                                                                               |  |              |  |         |   |         |  
|

|Net investments in foreign Group subsidiaries and associated companies are hedged for foreign currency risks only for TDC
|-------------------------------------------------------------------------------------------------------------------------
|Switzerland.                                                                                                             
|                                                                                                                         
|B: Interest-rate exposure                                                                                                
|                                                                                                                         
|Interest-rate swap agreements have been used to restructure financial assets and liabilities in order to achieve the     
|intended duration and reduce interest-rate exposure of the total portfolio.                                              
|                                                                                                                         
|The maturity profile and interest rates of financial assets and liabilities at December 31, 2004 are specified as        
|follows:                                                                                                                 

|Effective
      interest rates at December 31, 2004 (% per |  | Maturity
      profile and interest profile (DKKm) |   |             |  
|---------------------------------------------------------- |  | -------------------------------------------------- | - | ----------- | -
|annum)                                                     |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|                                                           |  | <
      1                                          |   | 1
      - 2 |  
|                                                           |  | year                                               |   | years       |  
|ASSETS                                                     |  |                                                    |   |             |  
|Cash                                                       |  | 2.11                                               | % | -           |  
|                                                           |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Marketable
      securities                                |  | 4.00                                               | % | 6.01        | %
|                                                           |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Loans                                                      |  | -                                                  |   | -           |  
|                                                           |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Other interest-                                            |  | 4.25                                               | % | 5.00        | %
|bearing
      financial                                    |  |                                                    |   |             |  
|assets                                                     |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Non interest-bearing                                       |  |                                                    |   |             |  
|financial
      assets                                     |  | -                                                  |   | -           |  
|                                                           |  |                                                    |   |             |  
|Total monetary                                             |  |                                                    |   |             |  
|assets                                                     |  | 2.24                                               | % | 6.01        | %
|                                                           |  |                                                    |   |             |  
|

F - 42

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|Effective
      interest rates at December 31, 2004 (% per |  | Maturity
      profile and interest profile (DKKm) |   |             |  
|---------------------------------------------------------- |  | -------------------------------------------------- | - | ----------- | -
|annum)                                                     |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|                                                           |  | <
      1                                          |   | 1
      - 2 |  
|                                                           |  | year                                               |   | years       |  
|                                                           |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|LIABILITIES                                                |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Long-term
      loans                                      |  | 4.79                                               | % | 6.05        | %
|                                                           |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Short-term
      bank                                      |  |                                                    |   |             |  
|loans                                                      |  | 2.34                                               | % | -           |  
|                                                           |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Non interest-bearing                                       |  | -                                                  |   | -           |  
|financial
      liabilities                                |  |                                                    |   |             |  
|                                                           |  |                                                    |   |             |  
|Total monetary                                             |  |                                                    |   |             |  
|liabilities                                                |  | 3.44                                               | % | 6.05        | %
|                                                           |  |                                                    |   |             |  
|Monetary
      assets and                                  |  |                                                    |   |             |  
|liabilities,
      net                                     |  | 1.97                                               | % | 6.07        | %
|                                                           |  |                                                    |   |             |  
|Monetary
      assets and                                  |  |                                                    |   |             |  
|liabilities,
      including                               |  |                                                    |   |             |  
|interest-rate
      swaps,                                 |  |                                                    |   |             |  
|net                                                        |  | 1.97                                               | % | 4.17        | %
|                                                           |  |                                                    |   |             |  

C: Undrawn credit lines

The undrawn credit lines at December 31, 2004 are specified as follows:

|Maturities     |  | Committedcredit
      lines |  | Committedsyndicatedcredit
      lines |  | Unutilized
      part ofcommercial
      paperprogram |  | Unutilized
      part ofbond program |  | Total  | 
|-------------- |  | --------------------------- |  | ------------------------------------- |  | ----------------------------------------------------- |  | ------------------------------------ |  | ------ | 
|               |  |                             |  |                                       |  |                                                      
|DKKm           |  |                             |  |                                       |  |                                                      
|               |  |                             |  |                                       |  |                                                       |  |                                      |  |        | 
|<
      1 year |  | 5,668                       |  | 1,914                                 |  | 11,157                                                |  | 0                                    |  | 18,739 | 
|>
      1 year |  | 0                           |  | 2,603                                 |  | 0                                                     |  | 11,455                               |  | 14,058 | 
|               |  |                             |  |                                       |  |                                                       |  |                                      |  |        | 
|Total          |  | 5,668                       |  | 4,517                                 |  | 11,157                                                |  | 11,455                               |  | 32,797 | 
|               |  |                             |  |                                       |  |                                                       |  |                                      |  |        | 

D: Credit risk exposure

All financial instruments are agreements entered into with major banks. The counterparty risk is considered to be minimal.

F - 43

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 25 -- Pension Obligations

A: Domestic defined benefit plans

At December 31, 2004, approximately 4,100 of the TDC Groups employees were entitled to a pension from the three pension funds related to TDC under conditions similar to those
provided by the Danish Civil Servants Pension Plan. Since 1990, no new members have joined the pension fund schemes, and the pension funds are prevented from admitting new members in the future due to the bylaws.

The pension funds operate defined benefit plans and, in accordance with existing legislation, bylaws and the pension regulations, TDC is required to make contributions to meet the premium
reserve requirements. Plan benefits are based primarily on years of credited service and on participants compensation at the time of retirement.

|                                                                      |        |   | Year
      ended December 31 |   |        |  
|--------------------------------------------------------------------- | ------ | - | ---------------------------- | - | ------ | -
|                                                                      |        |  
|Components
      of pension cost/(income):                            | 2002   |   | 2003                         |   | 2004   |  
|                                                                      | DKKm   |   | DKKm                         |   | DKKm   |  
|                                                                      |        |   |                              |   |        |  
|                                                                      |        |   |                              |   |        |  
|Service
      cost1                                                   | 206    |   | 200                          |   | 181    |  
|Interest
      cost2                                                  | 743    |   | 713                          |   | 740    |  
|Expected
      return on plan assets                                  | (1,529 | ) | (1,448                       | ) | (1,368 | )
|Recognized
      net actuarial (gain)/loss                            | (109   | ) | (33                          | ) | 0      |  
|Amortization
      of transition obligation3                          | 295    |   | 288                          |   | 269    |  
|Amortization
      of prior service cost                              | (16    | ) | (16                          | ) | (15    | )
|                                                                      |        |   |                              |   |        |  
|Net periodic
      pension cost/(income) recognized in the Statements |        |   |                              |   |        |  
|of Income                                                             | (410   | ) | (296                         | ) | (193   | )
|Domestic
      redundancy programs4                                   | 0      |   | 463                          |   | 486    |  
|                                                                      |        |   |                              |   |        |  
|Pension
      cost/(income) recognized in the Statement of Income     | (410   | ) | 167                          |   | 293    |  
|                                                                      |        |   |                              |   |        |  

1The
  actuarial present value of benefits attributed to services rendered by employees
  during the period.

2The
  increase in the projected benefit obligation due to passage of time.

3The transition obligation is the difference between the fair value of the plan assets and the projected
benefit obligation at the date of adoption of FAS No. 87. The transition obligation is amortized as a component of pension cost over the average expected remaining service period for plan participants at the date of adoption.

4Plan curtailment losses in connection with redundancies and special termination benefits are measured in
accordance with FAS No. 88.

|Obligations
      and funded status:                    | 2002   |   | 2003   |   | 2004   |   | 2004  |  
|------------------------------------------------------- | ------ | - | ------ | - | ------ | - | ----- | -
|                                                        | DKKm   |   | DKKm   |   | DKKm   |   | USDm  |  
|                                                        |        |   |        |   |        |   |       |  
|Change in
      benefit obligations:                    |        |   |        |   |        |   |       |  
|Projected
      benefit obligation (PBO)1at January 1   | 13,880 |   | 14,521 |   | 15,403 |   | 2,817 |  
|Service
      cost                                      | 206    |   | 200    |   | 181    |   | 33    |  
|Interest
      cost                                     | 743    |   | 713    |   | 740    |   | 135   |  
|Curtailment
      in connection with redundancies       | 0      |   | 11     |   | (14    | ) | (2    | )
|Special
      termination benefit                       | 0      |   | 415    |   | 447    |   | 82    |  
|Actuarial
      (gain)/loss                             | 374    |   | 228    |   | 765    |   | 140   |  
|Benefit
      paid                                      | (682   | ) | (685   | ) | (815   | ) | (149  | )
|                                                        |        |   |        |   |        |   |       |  
|Projected
      benefit obligation (PBO)1at December 31 | 14,521 |   | 15,403 |   | 16,707 |   | 3,056 |  
|                                                        |        |   |        |   |        |   |       |  

F - 44

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|                                                                           | 2002   |   | 2003   |   | 2004   |   | 2004  |  
|-------------------------------------------------------------------------- | ------ | - | ------ | - | ------ | - | ----- | -
|                                                                           | DKKm   |   | DKKm   |   | DKKm   |   | USDm  |  
|                                                                           |        |   |        |   |        |   |       |  
|Change in
      plan assets:                                               |        |   |        |   |        |   |       |  
|Fair value
      of plan assets at January 1                               | 21,151 |   | 20,057 |   | 20,417 |   | 3,734 |  
|Actual return
      on plan assets                                         | (492   | ) | 968    |   | 1,028  |   | 188   |  
|Employer
      contribution                                                | 80     |   | 77     |   | 535    |   | 98    |  
|Benefit
      paid                                                         | (682   | ) | (685   | ) | (815   | ) | (149  | )
|                                                                           |        |   |        |   |        |   |       |  
|Fair value
      of plan assets at December 31                             | 20,057 |   | 20,417 |   | 21,165 |   | 3,871 |  
|                                                                           |        |   |        |   |        |   |       |  
|Funded status                                                              | 5,536  |   | 5,014  |   | 4,458  |   | 816   |  
|Unrecognized
      net actuarial (gain)/loss                               | (34    | ) | 713    |   | 1,803  |   | 330   |  
|Unrecognized
      net transition obligation                               | 1,282  |   | 942    |   | 626    |   | 114   |  
|Unrecognized
      prior service cost                                      | (185   | ) | (160   | ) | (137   | ) | (25   | )
|                                                                           |        |   |        |   |        |   |       |  
|Prepaid
      benefit cost (pension asset) recognized in the Balance Sheet | 6,599  |   | 6,509  |   | 6,750  |   | 1,235 |  
|                                                                           |        |   |        |   |        |   |       |  

1The actuarial present value of all benefits based on employee service rendered prior to that date,
measured using assumptions as to future compensation levels.

|                                                                           | Year
      ended December 31 |  
|-------------------------------------------------------------------------- | ---------------------------- | -
|                                                                           |                              |  
|Plan
      assets:                                                         | 2002                         |  
|                                                                           |                              |  
|Weighted-average
      asset allocations by asset category at December 31: |                              |  
|Equity securities                                                          | 21                           | %
|Debt securities                                                            | 61                           | %
|Real estate                                                                | 15                           | %
|Other                                                                      | 3                            | %
|                                                                           |                              |  
|Total                                                                      | 100                          | %
|                                                                           |                              |  

|                                                                          |                              |  
|------------------------------------------------------------------------- | ---------------------------- | -
|                                                                          | Year
      ended December 31 |  
|                                                                          |                              |  
|Weighted-average
      assumptions used to determine benefit obligations: | 2002                         |  
|                                                                          |                              |  
|Discount
      rate                                                       | 5.00                         | %
|General
      salary inflation                                            | 2.25                         | %
|General
      price inflation                                             | 2.25                         | %

|                                                                                |                              |  
|------------------------------------------------------------------------------- | ---------------------------- | -
|                                                                                | Year
      ended December 31 |  
|                                                                                |                              |  
|Weighted-average
      assumptions used to determine net periodic pension cost: | 2002                         |  
|                                                                                |                              |  
|                                                                                |                              |  
|Discount
      rate                                                             | 5.50                         | %
|Expected
      return on plan assets                                            | 7.00                         | %
|General
      salary inflation                                                  | 2.25                         | %
|General
      price inflation                                                   | 2.25                         | %

F - 45

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

The basis for determining the overall expected rate of return is the pension funds' long-term strategic asset allocation of approximately 35% equity securities, 50% debt securities and
15% real estate. The overall expected rate of return is based on the average long-term yields on the plan assets invested or to be invested.

The expected return on plan assets for 2005 amounts to 5.80%.

The average remaining service periods of active plan participants expected to receive benefits was estimated to be 13.5 years at December 31, 2004 compared with 12.9 years at December 31,
2003.

Cash flows

TDCs current contributions were DKK 65m (USD 12m) in 2004, against DKK77m in 2003. Furthermore, extraordinary contributions were DKK 470m (USD 86m). For 2005, the expected current
contributions amount to DKK 154m.

Other information

Approximately six hundred members of the defined benefit plans will ultimately have part of their pension payment reimbursed by the Danish government. The related benefit obligations,
approximately DKK 450m (USD 82m), have been deducted, arriving at the projected benefit obligation.

TDC A/S has assumed all pension obligations for the members of the three Danish pension funds. Accordingly, the net periodic pension cost as well as the pension assets for the three
Danish pension funds is related to TDC A/S. Subsidiaries employing the members pay contributions to TDC A/S, which is included in the pension costs of the respective subsidiary.

The amendments to the Civil Servants' Pension Act in 1999, among other statutes, may result in changed plan benefits for certain members of the pension funds compared with former rules.
Three members have brought a case against Jydsk Telefons Pensionskasse claiming that the members affected can refuse to accept the new rules as it is claimed that the change results in a reduction of the plan benefits, which in the plaintiffs
opinion violates the pension funds pension regulation. The case may affect all three pension funds in TDC.

On September 3, 2004, the Western Division of the Danish High Court found in favor of the members, stating that the change in plan benefits that followed from the amendment of the rules
in 1999 is without effect. Jydsk Telefons Pensionskasse has appealed against the judgment to the Supreme Court. Based on a legal evaluation, Management is of the opinion that the Supreme Court will most likely find in favor of Jydsk Telefons
Pensionskasse.

If the outcome of the case is not in the pension funds favor, payment of contributions to the pension funds to meet the premium reserve requirements may be necessary, as well as
higher future pension costs in TDCs Consolidated Financial Statements. The contribution payments necessary for the pension funds to meet the premium reserve requirements are estimated to constitute up to DKK 400m (USD 73m) at December 31,
2004. The increase in the projected benefit obligations in TDCs Consolidated Financial Statements is estimated to be DKK 225-350m (USD 41-64m) at December 31, 2004. Consequently, the increase in the expected pension obligations in TDCs
Consolidated Financial Statements may, in accordance with FAS 87, have to be amortized over the average remaining service periods of active plan participants, which means that the increase in the annual pension costs is estimated to be DKK 17-26m
(USD 3-5m) per year.

B: Foreign defined benefit plans

Pension costs for members of foreign Group companies that operate defined benefit plans are determined on the basis of the development in the actuarially determined pension obligations
and on the yield on the pension funds assets. The difference between the actuarially determined pension obligations and the fair value of the pension funds assets is included in the Balance Sheets under pension provisions, etc.

F - 46

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

TDC's foreign defined benefit plans are immaterial.

C: Pensions for former Danish State civil servants

In addition to the defined benefit plans, the Group has paid annual pension contributions to the Danish government. The pension contributions were paid for employees who, due to previous
employment agreements, have retained their rights as civil servants to defined pension benefits from the Danish government.

In 1994, the Group reached an agreement with the Danish government to make a one-time payment of DKK 1,210m of which DKK 108m was considered as interest compensation for the period July
1, 1994, toAugust 1, 1995. This agreement was in respect of the Groups pension obligation to
employees who participated in the Danish civil servants pension plan. Under the agreement, the Groups pension contributions to the Danish government ceased at July 1, 1994. The agreed non-recurring payment is treated as a prepayment,
which will be expensed over the average expected remaining service lives of the active employees concerned.

In connection with the reduction in the number of employees in 2004 and previous years, some of the retired employees have retained their rights to civil servant pensions from the Danish
government. The Company estimates that the retirements will not cause further payments on the part of the Company.

Note 26 -- Other Financial Commitments

|                                                                             | 2003  |  | 2004  |  | 2004  | 
|---------------------------------------------------------------------------- | ----- |  | ----- |  | ----- | 
|                                                                             | DKKm  |  | DKKm  |  | USDm  | 
|                                                                             |       |  |       |  |       | 
|Lease
      commitments:                                                     |       |  |       |  |       | 
|                                                                             |       |  |       |  |       | 
|Rental expense
      relating to properties in the period of interminability | 3,983 |  | 4,317 |  | 789   | 
|Accumulated
      lease commitments for machinery, equipment,                |       |  |       |  |       | 
|computers,
      etc.                                                        | 603   |  | 1,208 |  | 221   | 
|                                                                             |       |  |       |  |       | 
|Total                                                                        | 4,586 |  | 5,525 |  | 1,010 | 
|                                                                             |       |  |       |  |       | 
|which can
      be specified as follows:                                     |       |  |       |  |       | 
|                                                                             |       |  |       |  |       | 
|Not later
      than 1 year                                                  | 702   |  | 924   |  | 169   | 
|Later than
      1 year and not later than 5 years                           | 1,869 |  | 2,442 |  | 447   | 
|Later than
      5 years                                                     | 2,015 |  | 2,159 |  | 394   | 
|                                                                             |       |  |       |  |       | 
|Total                                                                        | 4,586 |  | 5,525 |  | 1,010 | 
|                                                                             |       |  |       |  |       | 
|                                                                             |       |  |       |  |       | 
|Total rental
      expense for the year for all operating leases             | 879   |  | 1,048 |  | 192   | 
|                                                                             |       |  |       |  |       | 
|Capital
      and purchase commitments:                                      |       |  |       |  |       | 
|Investments
      in property, plant and equipment                           | 195   |  | 198   |  | 36    | 
|                                                                             |       |  |       |  |       | 
|Investments
      in intangible assets                                       | 4     |  | 6     |  | 1     | 
|                                                                             |       |  |       |  |       | 
|Commitments
      related to outsourcing agreements                          | 395   |  | 356   |  | 65    | 
|                                                                             |       |  |       |  |       | 
|Other purchase
      commitments                                             | 345   |  | 412   |  | 75    | 
|                                                                             |       |  |       |  |       | 

F - 47

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 27 -- Contingent Assets and Contingent Liabilities

Contingent assets

The TDC Group is awaiting the outcome of certain cases brought against other telecommunications companies. A potential favorable outcome for TDC of one or more of these cases could result
in substantial additional income.

Contingent liabilities

The TDC Group is a party to certain pending lawsuits and cases pending with public authorities and complaint boards. Based on a legal assessment of the possible outcome of each of these
lawsuits and cases, Management is of the opinion that these will have no significant adverse effect on the TDC Groups financial position.

In connection with capital sale and leaseback agreements, the Group has provided guarantees covering intermediary leasing companies payment of the total lease rentals. The Group has
made legally releasing non-recurring payments to the intermediary lessors of an amount corresponding to the total lease charges. At December 31, 2004, the guarantees amounted to DKK 3,030m (USD 554m) compared with DKK 3,472m at December 31, 2003.
The guarantees provided by the TDC Group are economically defeased by means of payment instruments issued by creditworthy obligors unrelated to the TDC Group that secure or otherwise provide for payment of the regular lease payments and
purchase-option prices due from the intermediary leasing companies. These instruments are lodged as security for payment of the regular lease payments by the intermediary leasing companies.

In accordance with Section 32 of the Danish Civil Servants Act, the Group has a termination benefit obligation for former Danish civil servants and for employees with civil servant status
who were hired before April 1, 1970, and who are members of the related Danish pension funds.

The Group has provided the usual guarantees in favor of suppliers and partners. These guarantees amounted to DKK 135m (USD 25m) at December 31, 2004 compared with DKK 154m at December 31,
2003.

Recourse guarantees provided by TDC A/S for its subsidiaries amounted to DKK 742m (USD 136m) at December 31, 2004 compared with DKK 3,416m at December 31, 2003. TDC A/S has committed to
contributing, if necessary, additional capital to TDC Switzerland in order to generate taxable income sufficient to utilize the accumulated tax loss carry-forwards prior to their expiration. Further, TDC A/S has issued letters of support and
undertaken loan commitments for some of its subsidiaries.

Note 28 -- Related Party Transactions

|Name
        of related party      | Nature
        of relationship    | Domicile                 
|---------------------------------- | --------------------------------- | -------------------------
|SBC Communications
      Inc.      | Ownership
      (until June 2004) | Texas, USA               
|KTAS Pensionskasse                 | Pension
      fund                | Copenhagen,
      Denmark
|Jydsk Telefons
      Pensionskasse | Pension
      fund                | Århus,
      Denmark     
|Fyns Telefons
      Pensionskasse  | Pension
      fund                | Odense,
      Denmark    

Danish Group companies have entered into certain lease contracts with the related Danish pension funds. The lease contracts are interminable until 2020 at the latest. The aggregate amount
payable under such agreements amounted to DKK 1,242m (USD 227m) at December 31, 2004 compared with DKK 1,321m at December 31, 2003. The rental expense was DKK 139m (USD 25m) for 2004 compared with DKK 132m in 2003. The lease contracts are regarded
as operating leases. In addition, annual contributions are paid to the pension funds, see note 25 Pension obligations.

The Group has no other transactions with related parties. TDC A/S has related party transactions with a number of Group companies (see notes 1 and 29). All the transactions are made on an
arms length basis.

F - 48

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 29 -- Overview of Group companies at December 31, 2004

|Company
      name                            |                                 |     | Domicile                | Currency              |  | Common |          | TDC   |                   | Number
        of
|--------------------------------------------- | ------------------------------- | --- | ----------------------- | --------------------- |  | ------ | -------- | ----- | ----------------- | -----------------
|                                              |                                 |     |                         |                       |  |        | shares   |       | Group             |                  
|                                              |                                 |     |                         |                       |  |        | (amount) |       | ownership         |                  
|                                              |                                 |     |                         |                       |  |        | million  |       | share
        (%) |                  
|                                              |                                 |     |                         |                       |  |        |          |       |                   |                  
|TDC
      Solutions Group                     |                                 |     |                         |                       |  |        |          |       |                  
|                                              |                                 |     |                         |                       |  |        |          |       |                  
|                                              |                                 |     |                         |                       |  |        |          |       |                   |                  
|TDC
      Solutions A/S                       | Copenhagen,
      Denmark       | DKK |                         | 1,140.0               |  | 100.0  |          | 4    
|Contactel
      s.r.o.                        | Prague,
      Czech Republic    | CZK |                         | 2,353.0               |  | 100.0  |          |      
|TDC
      Hosting A/S                         | Århus,
      Denmark            | DKK |                         | 4.2                   |  | 100.0  |          |      
|TDC
      Internordia AB                      | Solna,
      Sweden             | SEK |                         | 62.3                  |  | 100.0  |          | 1    
|Operators
      Clearing House A/S2           | Copenhagen,
      Denmark       | DKK |                         | 1.0                   |  | 25.0   |          |      
|Service
      Hosting A/S                     | Brøndby,
      Denmark          | DKK |                         | 0.5                   |  | 100.0  |          |      
|TDC
      Call Center Europe A/S              | Sønderborg,
      Denmark       | DKK |                         | 0.5                   |  | 100.0  |          |      
|TDC
      Carrier Services USA, Inc.          | New
      York, USA             | USD |                         | 0.0                   |  | 100.0  |          |      
|TDC
      Norge AS                            | Oslo,
      Norway              | NOK |                         | 124.8                 |  | 100.0  |          |      
|TDC
      Produktion A/S                      | Odense,
      Denmark           | DKK |                         | 0.5                   |  | 100.0  |          |      
|TDC
      Switzerland AG3                     | Zürich,
      Switzerland       | CHF |                         | 923.6                 |  |        |          |      
|Telecom
      Invest A/S                      | Copenhagen,
      Denmark       | DKK |                         | 10.0                  |  | 100.0  |          | 2    
|TDC
      Song Holding AB                     | Stockholm,
      Sweden         | SEK |                         | 291.0                 |  | 99.4   |          | 24   
|NetDesign
      A/S                           | Farum,
      Denmark            | DKK |                         | 2.3                   |  | 100.0  |          |      
|                                              |                                 |     |                         |                       |  |        |          |       |                   |                  
|TDC
      Mobile International Group          |                                 |     |                         |                       |  |        |          |      
|                                              |                                 |     |                         |                       |  |        |          |      
|                                              |                                 |     |                         |                       |  |        |          |      
|TDC
      Mobile International A/S            | Copenhagen,
      Denmark       | DKK |                         | 600.0                 |  | 100.0  |          | 1    
|TDC
      Mobil A/S                           | Taastrup,
      Denmark         | DKK |                         | 1.0                   |  | 100.0  |          | 2    
|Bité
      GSM                                | Vilnius,
      Lithuania        | EUR |                         | 55.7                  |  | 100.0  |          | 1    
|Tele
      Danmark Connect 1 A/S              | Taastrup,
      Denmark         | DKK |                         | 7.0                   |  | 100.0  |          |      
|                                             | One
      GmbH2                 |     |                         | Vienna,
      Austria |  |        |          |       | 15.0              |                  
|Polkomtel
      S.A.2                         | Warsaw,
      Poland            | PLN |                         | 2,050.0               |  | 19.6   |          |      
|Talkline
      Management und Finance Holding |                                 |     |                         |                       |  |        |          |      
|GmbH                                          | Elmshorn,
      Germany         | EUR |                         | 6.1                   |  | 100.0  |          | 1    
|                                             | Talkline
      GmbH & Co. KG    |     | Elmshorn,
      Germany |                       |  |        |          | 100.0 |                   |                  
|                                             | Talkline
      InfoDienste GmbH |     | Elmshorn,
      Germany |                       |  |        |          | 100.0 |                   |                  
|Tele
      Danmark Consult A/S                | Taastrup,
      Denmark         | DKK |                         | 9.0                   |  | 100.0  |          |      
|TDC
      Mobil Center A/S                    | Odense,
      Denmark           | DKK |                         | 2.5                   |  | 84.9   |          |      
|Telmore
      International Holding A/S       | Taastrup,
      Denmark         | DKK |                         | 1.0                   |  | 80.0   |          | 1    
|Telmore
      A/S                             | Taastrup,
      Denmark         | DKK |                         | 1.0                   |  | 100.0  |          |      
|                                              |                                 |     |                         |                       |  |        |          |      
|TDC
      Cable TV Group                      |                                 |     |                         |                       |  |        |          |       |                  
|                                              |                                 |     |                         |                       |  |        |          |       |                  
|                                              |                                 |     |                         |                       |  |        |          |       |                   |                  
|TDC
      Cable TV A/S                        | Copenhagen,
      Denmark       | DKK |                         | 140.0                 |  | 100.0  |          |      
|Dansk
      Kabel TV A/S                      | Taastrup,
      Denmark         | DKK |                         | 21.4                  |  | 100.0  |          |      
|Connect
      Partner A/S                     | Herlev,
      Denmark           | DKK |                         | 3.3                   |  | 100.0  |          |      

F - 49

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|                                          
|------------------------------------------
|Company
      name                        
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|TDC
      Directories Group               
|                                          
|                                          
|TDC Directories
      A/S                 
|TDC Förlag
      AB                       
|TDC Hakemistot
      OY                   
|                                          
|TDC
      Switzerland Group               
|                                          
|                                          
|TDC
      Switzerland AG3                 
|                                          
|TDC
      Services Group                  
|                                          
|                                          
|TDC Services
      A/S                    
|TDC
      Reinsurance A/S2                
|Tele
      Danmark Reinsurance S.A.2      
|                                          
|Other1                                    
|                                          
|                                          
|TDC
      ADSB Invest ApS                 
|ADSB
      Telecommunications B.V.2      
|Hungarian
      Telephone and Cable Corp.2

1In order to give the reader a clear presentation, some minor enterprises owned indirectly are not listed
separately in the overview.2The enterprise is included under the equity method.3TDC Solutions A/S owns 17.4% of TDC Switzerland AG.

F - 50

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 30 -- Reconciliation to United States Generally Accepted Accounting Principles (US GAAP)

The Groups accounting policies have been described below where these differ significantly from accounting principles applicable in the United States (US GAAP):

Amortization of goodwill

In accordance with Danish accounting principles, goodwill is amortized on a straight-line basis over the estimated economic life, determined on the basis of Managements experience
within the individual business lines, however, not exceeding twenty years. With the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets beginning January 1, 2002, US GAAP prohibit the
amortization of goodwill and require that goodwill be tested at least annually for impairment.

Development costs

In accordance with Danish accounting principles, development costs are recognized as intangible assets if the cost can be calculated reliably and is expected to generate future economic
benefits. Development costs are amortized over a period of three to five years. Under US GAAP, development costs are expensed as incurred, except for computer software developed for internal use.

Capitalization of software costs

In accordance with Danish accounting principles, the cost of computer software includes indirect production costs. Under US GAAP, only direct costs are included.

Depreciation in year of acquisition or construction

According to TDC Group accounting policies until year-end 1992, a full years depreciation was charged on fixed assets in the year in which the asset was acquired or under
construction. Under US GAAP, such depreciation commences from the time of acquisition or from the date of the assets entry into service.

Formation of the Group

In accordance with Danish accounting principles, certain property, plant and equipment acquired upon the formation of the Group were measured at fair value, whereas goodwill and rights
were capitalized. The capitalized excess values are depreciated over the useful lives. Under US GAAP, the transfer of assets between companies under joint control is accounted for using the pooling-of-interests method. Accordingly, any adjustment of
property, plant and equipment to fair value and any capitalization of goodwill and rights related to the formation of the Group are eliminated in the Groups Financial Statements.

Capital sale and leaseback agreements

In accordance with Danish accounting principles, non-recurring payments that have been made to legally extinguish future lease payments are offset against the lease obligations in the
balance sheets. Under US GAAP, in certain circumstances the non-recurring payments and the corresponding lease obligations must be shown as assets and as liabilities in the balance sheet.

Recognition of change in ownership interest gain

In accordance with Danish accounting principles, a gain arising from a decrease in the investors ownership interest in an investee is taken to the statement of income. US GAAP
requires in certain circumstances that such a gain be credited directly to shareholders equity.

F - 51

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Revenue recognition

In accordance with Danish accounting principles, elements in revenue arrangements with multiple deliverables are recognized as separate units of accounting independent of any contingent
element related to the delivery of additional items or other performance conditions. Under US GAAP, multiple element contracts as from June 15, 2003 are recorded in accordance with EITF No. 00-21 Accounting for Revenue Arrangements with
Multiple Deliverables under which the amount allocable to a delivered item is limited to the amount that is not contingent upon the delivery of additional items or meeting other performance conditions.

Minority passive investments

In accordance with Danish accounting principles, minority passive investments are measured at fair values. Fair value adjustments are recognized in the statements of income. Under US
GAAP, minority passive investments with no readily determinable fair value are measured at cost.

Sale and leaseback of property

In accordance with Danish accounting principles, the property sale and leaseback agreements entered into with related defined benefit plans are regarded as operating leases and,
accordingly, the resulting gain is recognized in the statement of income. US GAAP does not recognize sale and leaseback accounting for transactions in which the seller has continuing involvement in the property other than a normal leaseback.

Asset retirement obligations

In accordance with Danish accounting principles, the effect of a change in the fair value of an asset retirement obligation is capitalized and depreciated over the remaining useful life
of the underlying asset. Under US GAAP, such asset retirement obligations are accounted for in accordance with Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". Accordingly, the accumulated accretion
and depreciation expense through December 31, 2002 is recognized in the accounts as a cumulative catch-up adjustment.

Employee share offering program

In accordance with Danish accounting principles, an employee share offering is considered a transaction within shareholders' equity. US GAAP require that the excess of the fair value over
proceeds from sale of shares to employees be considered employee compensation costs.

Gain related to sale of shares

In accordance with Danish accounting principles, a gain arising from sale of shares where the sales price is not fixed is recognized when the inflow of economic benefits is estimable.
Under US GAAP, a gain should not be recorded until the final price is established.

Comprehensive income

In 1998, the Company adopted Statement of Financial Accounting Standards (FAS) 130 Reporting Comprehensive Income issued by the Financial Accounting Standards Board (FASB).
The company reports the elements of other comprehensive income and total comprehensive income separately in its consolidated statements of changes in shareholders equity. Accumulated other comprehensive income is not shown as a separate
component of shareholders equity due to immateriality. Deferred taxes are allocated to items of other comprehensive income and disclosed separately, if material. It is not practical to present the components of the accumulated balance of other
comprehensive income items.

F - 52

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

The effect on net income and shareholders equity is stated below as if the Financial Statements had been prepared in accordance with US GAAP:

|                                                                          |                             |   |       |   |       |   |       |  
|------------------------------------------------------------------------- | --------------------------- | - | ----- | - | ----- | - | ----- | -
|A:
      Effect on net income:                                            | Yearended
      December 31 |  
|                                                                          |                             |  
|                                                                          | 2002                        |   | 2003  |   | 2004  |   | 2004  |  
|                                                                          | DKKm                        |   | DKKm  |   | DKKm  |   | USDm  |  
|                                                                          |                             |   |       |   |       |   |       |  
|As reported
      in the Consolidated Statements of Income                | 4,458                       |   | 1,745 |   | 8,742 |   | 1,599 |  
|                                                                          |                             |   |       |   |       |   |       |  
|Reversal
      of amortization of goodwill                                | 1,428                       |   | 1,689 |   | 1,509 |   | 276   |  
|Reversal
      of depreciation of any write-up to fair value of property, |                             |   |       |   |       |   |       |  
|plant and
      equipment arising on formation of the Group:              |                             |   |       |   |       |   |       |  
|Depreciation
      for the year                                           | 31                          |   | 31    |   | 25    |   | 5     |  
|Reversal
      of capitalized indirect production costs in relation to    |                             |   |       |   |       |   |       |  
|software
      costs                                                      | (23                         | ) | (4    | ) | (8    | ) | (1    | )
|Reversal
      of capitalization of development costs                     | (10                         | ) | (6    | ) | 2     |   | 0     |  
|Depreciation
      in year of acquisition or construction                 | (132                        | ) | (5    | ) | (2    | ) | 0     |  
|Revenue
      recognition                                                 | 0                           |   | (8    | ) | 7     |   | (1    | )
|Adjustment
      relating to sale and leaseback of property to pension    |                             |   |       |   |       |   |       |  
|funds                                                                     | 9                           |   | 9     |   | 9     |   | 2     |  
|Asset retirement
      obligations                                        | 0                           |   | 14    |   | 3     |   | 1     |  
|Employee
      share issue                                                | 0                           |   | (121  | ) | 0     |   | 0     |  
|Changes
      to fair value of minority passive investments               | 1,057                       |   | (29   | ) | 50    |   | 9     |  
|Timing of
      gain regarding transfer of financial assets               | 257                         |   | -     |   | -     |   | -     |  
|Reversal
      of gain related to sale of shares                          | 0                           |   | (234  | ) | 234   |   | 43    |  
|Reversal
      of capitalized pre-acquisition costs                       | (37                         | ) | -     |   | -     |   | -     |  
|Difference
      in gain related to sale of enterprises                   | 0                           |   | 0     |   | (559  | ) | (102  | )
|Other                                                                     | 33                          |   | (35   | ) | (99   | ) | (18   | )
|Deferred
      tax, US GAAP adjustments1                                  | 69                          |   | 13    |   | 61    |   | 11    |  
|Cumulative
      effect of change in accounting policy regarding asset    |                             |   |       |   |       |   |       |  
|retirement
      obligations at January 1, 2003, net of tax               | -                           |   | (63   | ) | -     |   | -     |  
|                                                                          |                             |   |       |   |       |   |       |  
|Net income
      in accordance with US GAAP                               | 7,140                       |   | 2,996 |   | 9,974 |   | 1,824 |  
|                                                                          |                             |   |       |   |       |   |       |  

1The tax amount for 2002 includes the effect of the tax deduction of DKK 50m on the 1994 Employee Share
Issue allowed by the Danish Supreme Court in 2002.

F - 53

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|                                                                    |                             |  |       |   |       |  |      | 
|------------------------------------------------------------------- | --------------------------- |  | ----- | - | ----- |  | ---- | 
|Financial
      ratios                                              | Yearended
      December 31 | 
|                                                                    |                             | 
|                                                                    | 2002                        |  | 2003  |   | 2004  |  | 2004 | 
|                                                                    | DKK                         |  | DKK   |   | DKK   |  | USD  | 
|                                                                    |                             |  |       |   |       |  |      | 
|Earnings
      per share of nominal value DKK 5 in                  |                             |  |       |   |       |  |      | 
|accordance
      with US GAAP (basic):                              |                             |  |       |   |       |  |      | 
|Net income
      before cumulative effect of change in accounting   |                             |  |       |   |       |  |      | 
|policies                                                            | 33.23                       |  | 14.03 |   | 48.74 |  | 8.91 | 
|Cumulative
      effect of change in accounting policies, after tax | -                           |  | (0.30 | ) | -     |  | -    | 
|                                                                    |                             |  |       |   |       |  |      | 
|Net income                                                          | 33.23                       |  | 13.73 |   | 48.74 |  | 8.91 | 
|                                                                    |                             |  |       |   |       |  |      | 
|                                                                    |                             |  |       |   |       |  |      | 
|Earnings
      per share of nominal value DKK 5 in                  |                             |  |       |   |       |  |      | 
|accordance
      with US GAAP (diluted):                            |                             |  |       |   |       |  |      | 
|Net income
      before cumulative effect of change in accounting   |                             |  |       |   |       |  |      | 
|policies                                                            | 33.23                       |  | 14.01 |   | 48.65 |  | 8.90 | 
|Cumulative
      effect of change in accounting policies, after tax | -                           |  | (0.30 | ) | -     |  | -    | 
|                                                                    |                             |  |       |   |       |  |      | 
|Net income                                                          | 33.23                       |  | 13.71 |   | 48.65 |  | 8.90 | 
|                                                                    |                             |  |       |   |       |  |      | 
|                                                                    |                             |  |       |   |       |  |      | 
|Earnings
      per ADS in accordance with US GAAP (basic):          |                             |  |       |   |       |  |      | 
|Net income
      before cumulative effect of change in accounting   |                             |  |       |   |       |  |      | 
|policies                                                            | 16.62                       |  | 7.02  |   | 24.37 |  | 4.46 | 
|Cumulative
      effect of change in accounting policies, after tax | -                           |  | (0.15 | ) | -     |  | -    | 
|                                                                    |                             |  |       |   |       |  |      | 
|Net income                                                          | 16.62                       |  | 6.87  |   | 24.37 |  | 4.46 | 
|                                                                    |                             |  |       |   |       |  |      | 
|                                                                    |                             |  |       |   |       |  |      | 
|Earnings
      per ADS in accordance with US GAAP (diluted):        |                             |  |       |   |       |  |      | 
|Net income
      before cumulative effect of change in accounting   |                             |  |       |   |       |  |      | 
|policies                                                            | 16.62                       |  | 7.01  |   | 24.33 |  | 4.45 | 
|Cumulative
      effect of change in accounting policies, after tax | -                           |  | (0.15 | ) | -     |  | -    | 
|                                                                    |                             |  |       |   |       |  |      | 
|Net income                                                          | 16.62                       |  | 6.86  |   | 24.33 |  | 4.45 | 
|                                                                    |                             |  |       |   |       |  |      | 

F - 54

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

|                                                                                      |                              |   |        |  
|------------------------------------------------------------------------------------- | ---------------------------- | - | ------ | -
|B:
      Effect on shareholders ́ equity:                                              | Year
      ended December 31 |  
|                                                                                      |                              |  
|                                                                                      | 2003                         |   | 2004   |  
|                                                                                      | DKKm                         |   | DKKm   |  
|                                                                                      |                              |   |        |  
|Shareholders
      equity as reported in the Consolidated Balance Sheets             | 32,973                       |   | 35,963 |  
|                                                                                      |                              |   |        |  
|Reversal
      of amortization of goodwill                                            | 3,117                        |   | 4,020  |  
|Reversal
      of depreciation of any write-up to fair value of tangible property,    |                              |   |        |  
|plant and
      equipment arising on formation of the Group:                          |                              |   |        |  
|Accumulated
      cost                                                                | (1,211                       | ) | (1,211 | )
|Accumulated
      depreciation                                                        | 1,179                        |   | 1,204  |  
|                                                                                      |                              |   |        |  
|Reversal
      of capitalized indirect production costs in relation to software costs | (112                         | ) | (109   | )
|Reversal
      of capitalization of development costs                                 | (16                          | ) | (14    | )
|Depreciation
      in year of acquisition or construction                             | 44                           |   | 42     |  
|Revenue
      recognition                                                             | (8                           | ) | (1     | )
|Adjustment
      relating to sale and leaseback of property to pension funds          | (110                         | ) | (101   | )
|Asset retirement
      obligations                                                    | (70                          | ) | (67    | )
|Changes
      to fair value of minority passive investment                            | (69                          | ) | (18    | )
|Reversal
      of gain related to sale of shares                                      | (234                         | ) | 0      |  
|Other                                                                                 | (4                           | ) | (134   | )
|Deferred
      tax, of US GAAP adjustments                                            | 28                           |   | 89     |  
|                                                                                      |                              |   |        |  
|                                                                                      |                              |   |        |  
|Shareholders
      equity in accordance with US GAAP                                 | 35,507                       |   | 39,663 |  
|                                                                                      |                              |   |        |  

Balance Sheet items from the Consolidated Balance Sheets and as adjusted in accordance with US GAAP:

|                                    |                                   |   |                             |   |       |   |        |   |                      |  
|----------------------------------- | --------------------------------- | - | --------------------------- | - | ----- | - | ------ | - | -------------------- | -
|                                    | As
      reported in the          |   | Amounts
      as adjusted   |  
|                                    | Consolidated
      Balance Sheets |   | to
      conform to US GAAP |  
|                                    |                                   |   | at
      December 31        |   |       |   |        |   | at
      December 31 |  
|                                    |                                   |   |                             |  
|                                    | 2003                              |   | 2004                        |   | 2004  |   | 2003   |   | 2004                 |  
|                                    | DKKm                              |   | DKKm                        |   | USDm  |   | DKKm   |   | DKKm                 |  
|                                    |                                   |   |                             |   |       |   |        |   |                      |  
|                                    |                                   |   |                             |   |       |   |        |   |                      |  
|Intangible
      assets             | 27,956                            |   | 29,574                      |   | 5,409 |   | 30,472 |   | 33,481               |  
|Property,
      plant and equipment | 25,260                            |   | 26,217                      |   | 4,795 |   | 25,133 |   | 26,110               |  
|Investments
      and other assets  | 8,688                             |   | 2,753                       |   | 503   |   | 9,180  |   | 2,793                |  
|Other accounts
      receivable     | 2,626                             |   | 1,736                       |   | 318   |   | 6,098  |   | 4,766                |  
|Prepaid
      expenses              | 7,465                             |   | 7,807                       |   | 1,428 |   | 7,474  |   | 7,812                |  
|Deferred
      tax, net:            |                                   |   |                             |   |       |   |        |   |                      |  
|Current                             | (131                              | ) | (191                        | ) | (35   | ) | (133   | ) | (191                 | )
|Non-current                         | 4,185                             |   | 4,356                       |   | 797   |   | 4,159  |   | 4,267                |  
|Other provisions                    | 975                               |   | 1,228                       |   | 225   |   | 975    |   | 1,332                |  
|Long term
      debt                | 32,974                            |   | 29,017                      |   | 5,307 |   | 36,446 |   | 32,047               |  
|Deferred
      income               | 3,254                             |   | 3,625                       |   | 663   |   | 3,638  |   | 3,755                |  
|Other short
      term debt         | 14,204                            |   | 12,416                      |   | 2,271 |   | 14,204 |   | 12,416               |  
|Shareholders
      equity          | 32,973                            |   | 35,963                      |   | 6,577 |   | 35,507 |   | 39,663               |  

F - 55

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note
  31 -- Auditors remuneration

|                                                    | 2002 |  | 2003 |  | 2004 |  | 2004 | 
|--------------------------------------------------- | ---- |  | ---- |  | ---- |  | ---- | 
|                                                    | DKKm |  | DKKm |  | DKKm |  | USDm | 
|                                                    |      |  |      |  |      |  |      | 
|The remuneration
      of the auditors elected by   |      |  |      |  |      |  |      | 
|the Annual
      General Meeting:                   |      |  |      |  |      |  |      | 
|PricewaterhouseCoopers                              | 44   |  | 37   |  | 37   |  | 7    | 
|Ernst &
      Young                                 | 3    |  | 3    |  | 7    |  | 1    | 
|Other auditors                                      | 2    |  | 1    |  | 2    |  | 0    | 
|                                                    |      |  |      |  |      |  |      | 
|Total                                               | 49   |  | 41   |  | 46   |  | 8    | 
|                                                    |      |  |      |  |      |  |      | 
|                                                    |      |  |      |  |      |  |      | 
|Hereof fees
      in respect of non-audit services: |      |  |      |  |      |  |      | 
|PricewaterhouseCoopers                              | 29   |  | 22   |  | 24   |  | 5    | 
|Ernst &
      Young                                 | 1    |  | 0    |  | 1    |  | 0    | 
|Other auditors                                      | -    |  | 1    |  | 1    |  | 0    | 
|                                                    |      |  |      |  |      |  |      | 
|Total                                               | 30   |  | 23   |  | 26   |  | 5    | 
|                                                    |      |  |      |  |      |  |      | 

Note 32  Net Interest-bearing Debt

|                                           | 2003   |   | 2004   |   | 2004   |  
|------------------------------------------ | ------ | - | ------ | - | ------ | -
|                                           |        |   |        |   |        |  
|                                           | DKKm   |   | DKKm   |   | USDm   |  
|                                           |        |   |        |   |        |  
|Other accounts
      receivable            | (148   | ) | (83    | ) | (15    | )
|Marketable
      securities                | (2,028 | ) | (3,412 | ) | (624   | )
|Cash                                       | (5,430 | ) | (6,838 | ) | (1,251 | )
|Total long-term
      debt                 | 32,974 |   | 29,017 |   | 5,307  |  
|Current
      maturities of long-term debt | 2,781  |   | 598    |   | 110    |  
|Short-term
      bank loans                | 533    |   | 728    |   | 133    |  
|                                           |        |   |        |   |        |  
|Total                                      | 28,682 |   | 20,010 |   | 3,660  |  
|                                           |        |   |        |   |        |  

Note 33 -- Supplementary US GAAP Information

Income
  Recognition

As accepted under Danish GAAP, the value of work performed for own purposes and capitalized is included in total revenues, and the related costs have been included in the relevant expense
captions. Under US GAAP, costs related to work performed for own purposes are recorded directly as an addition to tangible fixed assets and, accordingly, neither the value of work performed for own purposes nor the related costs will be shown in the
Statements of Income.

Fair
  Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

(a)Cash

The carrying amount approximates fair value because of the short period of time between the origin of the instruments and their expected realization.

(b)Trade
  Accounts Receivable and Other Current Assets

The carrying amount of trade accounts receivable and other current assets approximates fair value because of the short period of time between the origin of the instruments and their
expected realization.

F - 56

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|TDC
        A/S AND CONSOLIDATED COMPANIES                                                                                                                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)                                                                                                                                                                                                          
|(c)                                                                                                                                                                                                                                                                    
|The
      fair value for these financial instruments was estimated based on the discounted
      value of future cash flows expected to be received or paid, taking into
      account current discount rates that reflect the different relative risks
      involved.
|                                                                                                                                                                                                                                                                       
|The
      estimated fair values of the Company's financial instruments are as follows:                                                                                                                                                                                 

|                                                                    |          |  |        |  |       | 
|------------------------------------------------------------------- | -------- |  | ------ |  | ----- | 
|                                                                    | 2004     | 
|                                                                    |          | 
|                                                                    | Carrying |  | Fair   |  | Fair  | 
|                                                                    | Amount   |  | Value  |  | Value | 
|                                                                    | DKKm     |  | DKKm   |  | USDm  | 
|                                                                    |          |  |        |  |       | 
|                                                                    |          |  |        |  |       | 
|Cash                                                                | 6,838    |  | 6,838  |  | 1,251 | 
|Marketable
      securities                                         | 3,412    |  | 3,412  |  | 624   | 
|Trade accounts
      receivable, net                                | 7,584    |  | 7,584  |  | 1,387 | 
|Other current
      assets                                          | 11,168   |  | 11,168 |  | 2,043 | 
|Investments
      and other financial assets                        | 2,753    |  | 2,753  |  | 504   | 
|Short-term
      bank loans                                         | 728      |  | 728    |  | 133   | 
|Long-term
      debt including current maturities of long-term debt | 29,615   |  | 31,936 |  | 5,841 | 

Financial information about the investment in Belgacom S.A.

The TDC Group had a 16.5% ownership interest as of December 31, 2002, a 15.9% ownership interest as of December 31, 2003 and no ownership interest subsequent to March 25, 2004 in the
associated enterprise Belgacom S.A. The investment has been recognized using the equity method.

Key figures for Belgacom S.A. measured in accordance with Danish accounting principles on a 100% basis:

|                       | 2002   |  | 2003   |  | 20041 | 
|---------------------- | ------ |  | ------ |  | ----- | 
|                       | DKKm   |  | DKKm   |  | DKKm  | 
|                       |        |  |        |  |       | 
|Net revenues           | 38,933 |  | 39,842 |  | 9,780 | 
|                       |        |  |        |  |       | 
|                       |        |  |        |  |       | 
|Operating
      income | 4,727  |  | 3,648  |  | 3,191 | 
|                       |        |  |        |  |       | 
|                       |        |  |        |  |       | 
|Net income             | 5,620  |  | 867    |  | 1,500 | 
|                       |        |  |        |  |       | 

1For the period January 1, 2004 to March 25, 2004.

|                              | December       |  | 
|----------------------------- | -------------- |  | 
|                              | 31,
      2003 |  | 
|                              | DKKm           |  | 
|                              |                |  | 
|                              |                |  | 
|Current
      assets          | 17,877         |  | 
|                              |                |  | 
|                              |                |  | 
|Non-current
      assets      | 44,253         |  | 
|                              |                |  | 
|                              |                |  | 
|Current
      liabilities     | 11,972         |  | 
|                              |                |  | 
|                              |                |  | 
|Non-current
      liabilities | 10,276         |  | 
|                              |                |  | 

F - 57

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TDC A/S AND CONSOLIDATED COMPANIES

NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)

Note 34 -- Valuation and Qualifying Accounts and Reserves

|                                     | Balancebeginningof periodDKKm |  | Adjust-
      ment
      relating to
      changes in
      account-
      ing
      policies |   | Additionsrelating
      totheacquisi-tion ofenter-prisesDKKm |  | Additionscharged
      tocost
      andexpensesDKKm |  | Deduc-tionsDKKm |   | Balanceend
      ofperiodDKKm | 
|------------------------------------ | ----------------------------- |  | --------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------ |  | --------------------------------------------------- |  | --------------- | - | ----------------------------- | 
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                             
|                                     |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Year ended
      Dec. 31, 2002       |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Allowance
      for doubtful debts   | 1,635                         |  | (200                                                                                          | ) | 0                                                            |  | 663                                                 |  | (225            | ) | 1,873                         | 
|Other
      provisions               | 1,434                         |  | (389                                                                                          | ) | 0                                                            |  | 95                                                  |  | (738            | ) | 402                           | 
|                                     |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Year ended
      Dec. 31, 2003       |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Allowance
      for doubtful debts   | 1,873                         |  | 0                                                                                             |   | 0                                                            |  | 356                                                 |  | (796            | ) | 1,433                         | 
|Other
      provisions               | 402                           |  | 0                                                                                             |   | 0                                                            |  | 853                                                 |  | (280            | ) | 975                           | 
|                                     |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Year ended
      Dec. 31, 2004       |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Allowance
      for doubtful debts   | 1,433                         |  | 0                                                                                             |   | 0                                                            |  | 531                                                 |  | (555            | ) | 1,409                         | 
|Other
      provisions               | 975                           |  | 0                                                                                             |   | 446                                                          |  | 285                                                 |  | (478            | ) | 1,228                         | 
|                                     |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Year ended
      Dec. 31, 2004(USDm) |                               |  |                                                                                               |   |                                                              |  |                                                     |  |                 |   |                               | 
|Allowance
      for doubtful debts   | 262                           |  | 0                                                                                             |   | 0                                                            |  | 97                                                  |  | (101            | ) | 258                           | 
|Other
      provisions               | 178                           |  | 0                                                                                             |   | 82                                                           |  | 52                                                  |  | (87             | ) | 225                           | 

1Deductions relates mainly to realization of losses.

F - 58

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