Exhibit 23d
Consent of Independent Auditors
The Board of Directors and Stockholders
Liberty Media Corporation:
We consent to the incorporation by reference in the following registration
statements of AT&T Corp. of our report dated March 8, 2002, with respect to the
consolidated balance sheets of Liberty Media Corporation and subsidiaries ("New
Liberty" or "Successor") as of December 31, 2001 and 2000, and the related
consolidated statements of operations, comprehensive earnings, stockholders'
equity, and cash flows for the years ended December 31, 2001 and 2000 and the
period from March 1, 1999 to December 31, 1999 (Successor periods) and from
January 1, 1999 to February 28, 1999 (Predecessor period), which report appears
as an exhibit to the AT&T Corp. 2002 Annual Report on Form 10-K.
Form Registration Statement No. Description
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S-3 333-00573 Shareowner Dividend Reinvestment and Stock Purchase Plan
S-8 333-47257 AT&T Long Term Savings and Security Plan
S-8 33-34264, 33-34264-1, 33-29256, AT&T Long Term Savings Plan for Management Employees
33-21937
S-8 33-39708 AT&T Retirement Savings and Profit Sharing Plan
S-8 333-47251 Shares Issuable Under the Stock Option Plan of the AT&T 1987 Long
Term Incentive Program
S-8 33-50819 AT&T of Puerto Rico, Inc. Long Term Savings Plan for Management
Employees
S-8 33-50817 AT&T of Puerto Rico, Inc. Long Term Savings and Security Plan
S-8 33-54797 (Post-Effective Amendment AT&T 1996 Employee Stock Purchase Plan
No. 1)
S-8 333-47255 AT&T Shares for Growth Program
S-8 333-43440 and 33-28665 AT&T 1997 Long Term Incentive Program
S-3 33-49589 AT&T $2,600,000,000 Notes and Warrants to Purchase Notes
S-3 33-59495 AT&T $3,000,000,000 Notes and Warrants to Purchase Notes
S-4 33-57745 AT&T 5,000,000 Common Shares
S-8 33-42150 (Post-Effective Amendment NCR Corporation 1989 Stock Compensation Plan
No. 1 to Form S-4,
(33-42150-01))
S-8 33-42150 (Post-Effective Amendment NCR Corporation 1984 Stock Option Plan
No. 2 to Form S-4,
(33-42150-02))
S-8 33-42150 (Post-Effective Amendment NCR Corporation 1976 Stock Option Plan
No. 3 to Form S-4,
(33-42150-03))
S-8 33-52119 (Post-Effective Amendment McCaw Cellular Communications, Inc. 1983 Non-Qualified Stock Option
No. 1 to Form S-4, Plan
(33-52119-01))
S-8 33-52119 (Post-Effective Amendment McCaw Cellular Communications, Inc. 1987 Stock Option Plan
No. 2 to Form S-4,
(33-52119-02))
S-8 33-52119 (Post-Effective Amendment McCaw Cellular Communications, Inc. Equity Purchase Plan
No. 3 to Form S-4,
(33-52119-03))
S-8 33-52119 (Post-Effective Amendment McCaw Cellular Communications, Inc. 1992 Stock Option Plan for
No. 4 to Form S-4, Non-Employee Directors
(33-52119-04))
S-8 33-52119 (Post-Effective Amendment McCaw Cellular Communications, Inc. Employee Stock Purchase Plan
No. 5 to Form S-4,
(33-52119-05))
S-8 33-45302 (Post-Effective Amendment Teradata Corporation 1987 Incentive and Other Stock Option Plan
No. 1 to Form S-4,
(33-45302-01))
S-8 33-63195 AT&T Amended and Restated 1969 Stock Option Plan for LIN
Broadcasting Corp.
S-8 333-49419 (Post-Effective Amendment Teleport Communications Group Inc. 1993 Stock Option Plan
No. 1 to Form S-4, (333-49419-01))
S-8 333-49419 (Post-Effective Amendment Teleport Communications Group Inc. 1996 Equity Incentive Plan
No. 2 to Form S-4, (333-49419-02))
S-8 333-49419 (Post-Effective Amendment ACC Corp. Employee Long Term Incentive Plan
No. 3 to Form S-4, (333-49419-03))
S-8 333-49419 (Post-Effective Amendment ACC Corp. Non-Employee Directors' Stock Option Plan
No. 4 to Form S-4, (333-49419-04))
S-8 333-49419 (Post-Effective Amendment ACC Corp. 1996 UK Sharesave Scheme
No. 5 to Form S-4, (333-49419-05))
S-8 333-70279 (Post-Effective Amendment Tele-Communications, Inc. 1998 Incentive Plan
No. 1, (333-70279-01))
Tele-Communications, Inc. 1996 Incentive Plan (Amended and Restated)
Tele-Communications, Inc. 1995 Employee Stock Incentive Plan
(Amended and Restated)
Tele-Communications, Inc. 1994 Stock Incentive Plan (Amended and
Restated)
Tele-Communications, Inc. 1994 Non-Employee Director Stock Option
Plan
Tele-Communications International, Inc. 1996 Non-Employee Director
Stock Option Plan
Tele-Communications International, Inc. 1995 Stock Incentive Plan
S-8 333-70279 (Post-Effective Amendment Liberty Media 401(K) Savings Plan
No. 2, (333-70279-02)) TCI 401(K) Stock Plan
S-4 333-75083 Vanguard Cellular Systems, Inc.
S-4 333-86019 MediaOne Corp.
S-8 333-86019 (Post-Effective Amendment MediaOne Group 1999 Supplemental Stock Plan
No. 1 to Form S-4 (333-86019-1))
Amended MediaOne Group 1994 Stock Plan
S-8 333-86019 (Post-Effective Amendment MediaOne Group 401(K) Savings Plan
No. 2 to Form S-4 (333-86019-2))
S-8 333-53134 AT&T Broadband Deferred Compensation Plan
S-8 333-61676 and (Post-Effective AT&T Senior Management Incentive Award Deferral Plan
Amendment No.1 to Form S-8 (333-61676-1)) AT&T Deferred Compensation Plan for Non-Employee Directors
S-3 333-73120 (Amendment Nos. 1, 2 and 3) Redemption of TCI Preferred Securities
S-3 333-83174 (which supercedes AT&T Universal Shelf Registration
Form S-3 for the $13,080,000
Debt Securities and Warrants to
Purchase Debt Securities 333-71167)
S-3 333-83174-01 (Amendment No. 1) AT&T Universal Shelf Registration
As discussed in notes 3 and 8 to the aforementioned consolidated financial
statements, the Company changed its method of accounting for derivative
instruments and hedging activities in 2001.
As discussed in note 1 to the aforementioned consolidated financial statements,
effective March 9, 1999, AT&T Corp., the former parent company of New Liberty,
acquired Tele-Communications, Inc., the former parent company of Liberty Media
Corporation, in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.
KPMG LLP
Denver, Colorado
March 26, 2003