EXHIBIT 99.4
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| PRICEWATERHOUSECOOPERS LLP
| CHARTERED ACCOUNTANTS
| PricewaterhouseCoopers Place
| 250 Howe Street, Suite 700
| Vancouver, British Columbia
| Canada V6C 3S7
| Telephone +1 604 806 7000
| Facsimile +1 604 806 7806
INDEPENDENT AUDITORS' REPORT [GRAPHIC OMITTED]
TO THE SHAREHOLDERS OF TECK COMINCO LIMITED
We have completed an integrated audit of the consolidated financial statements
and internal control over financial reporting of Teck Cominco Limited as of
December 31, 2006 and audits of the Company's December 31, 2005 and December
31, 2004 consolidated financial statements. Our opinions, based on our audits,
are presented below.
CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated balance sheets of Teck Cominco
Limited as at December 31, 2006 and December 31, 2005, and the related
consolidated statements of earnings, retained earnings and cash flows for each
of the three years in the period ended December 31, 2006. 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 conducted our audit of the Company's financial statements as at December 31,
2006 and for the year then ended in accordance with Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight
Board (United States). We conducted our audits of the Company's financial
statements as at December 31, 2005 and December 31, 2004 and for each of the
two years in the period ended December 31, 2005 in accordance with Canadian
generally accepted auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit of financial statements
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. A financial statement audit also
includes assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as at
December 31, 2006 and December 31, 2005 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2006 in accordance with Canadian generally accepted accounting principles.
INTERNAL CONTROL OVER FINANCIAL REPORTING
We have also audited management's assessment, set out in Management's Report on
Internal Control over Financial Reporting included in Management's Discussion
and Analysis of Financial Position and Operating Results, that the Company
maintained effective internal control over financial reporting as of December
31, 2006, based on criteria established in INTERNAL CONTROL - INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express opinions on management's assessment and on the
effectiveness of the Company's internal control over financial reporting based
on our audit.
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PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers
LLP and the other member firms of PricewaterhouseCoopers International Limited,
each of which is a separate and independent legal entity.
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We conducted our audit of internal control over financial reporting 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 effective internal control over
financial reporting was maintained in all material respects. An audit of
internal control over financial reporting includes obtaining an understanding
of internal control over financial reporting, evaluating management's
assessment, testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we consider necessary
in the circumstances. We believe that our audit provides a reasonable basis for
our opinions.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of the unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that the Company maintained effective
internal control over financial reporting as at December 31, 2006 is fairly
stated, in all material respects, based on criteria established in INTERNAL
CONTROL -- INTEGRATED FRAMEWORK issued by the COSO. Furthermore, in our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2006 based on criteria
established in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.
/s/ PRICEWATERHOUSECOOPERS LLP
CHARTERED ACCOUNTANTS
Vancouver, British Columbia
February 26, 2007