EX-23.C 5 e56632a1ex23-c.txt CONSENT OF KPMG, LLP Exhibit 23c EXHIBIT INDEPENDENT AUDITORS' CONSENT The Board of Directors AT&T Canada Inc. We consent to the incorporation by reference in the following AT&T Corp. registration statements of our report dated February 1, 2002, except as to note 2, which is as of March 14, 2002, as to note 5, which is as of February 20, 2002 and as to note 9(h), which is as of May 1, 2002, relating to the consolidated balance sheets of AT&T Canada Inc. ("the Company") as of December 31, 2001 and 2000, and the related consolidated statements of operations and deficit and cash flows for the three-year period ended December 31, 2001, which appears as an exhibit to the AT&T Corp. 2001 Annual Report on Form 10-K/A:
Form Registration Statement No. Description ---- -------------------------- ----------- S-3 333-00573 Shareholder Dividend Reinvestment and Stock Purchase Plan S-8 333-47257 AT&T Long Term Savings and Security Plan S-8 33-34264, 33-29256 and AT&T Long Term Savings Plan for 33-21937 Management Employees 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 AT&T 1996 Employee Stock Purchase Amendment No. 1) Plan 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 NCR Corporation 1989 Stock Amendment Nos. 1 to Compensation Plan Form S-4, (33-42150-01)) S-8 33-42150 (Post-Effective NCR Corporation 1984 Stock Amendment No. 2 to Compensation Plan Form S-4, (33-42150-02)) S-8 33-42150 (Post-Effective NCR Corporation 1976 Stock Amendment No. 3 to Compensation Plan Form S-4, (33-42150-03))
Page 2 S-8 33-52119 (Post-Effective McCaw Cellular Communications, Inc. Amendment No. 1 to 1983 Non-Qualified Stock Option Plan Form S-4, (33-52119-01)) S-8 33-52119 (Post-Effective McCaw Cellular Communications, Inc. Amendment No. 2 to 1987 Stock Option Plan Form S-4, (33-52119-02)) S-8 33-52119 (Post-Effective McCaw Cellular Communications, Inc. Amendment No. 3 to Equity Purchase Plan Form S-4, (33-52119-03)) S-8 33-52119 (Post-Effective McCaw Cellular Communications, Inc. Amendment No. 5 to Employee Stock Purchase Plan Form S-4, (33-52119-05)) S-8 33-45302 (Post-Effective Teradata Corporation 1987 Incentive Amendment No. 1 to and Other Stock Option Plan 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 Teleport Communications Group Inc. Amendment No. 1 to 1993 Stock Option Plan Form S-4, (333-49419-01)) S-8 333-49419 (Post-Effective Teleport Communications Group Inc. Amendment No. 2 to 1996 Equity Incentive Plan Form S-4, (333-49419-02)) S-8 333-49419 (Post-Effective ACC Corp. Employee Long Term Amendment No. 3 to Form S-4, Incentive Plan (333-49419-03)) S-8 333-49419 (Post-Effective ACC Corp. Non-Employee Directors' Amendment No. 4 to Form S-4, Stock Option Plan (333-49419-04)) S-8 333-49419 (Post-Effective ACC Corp. 1996 UK Sharesave Scheme Amendment No. 5 to Form S-4, (333-49419-05)) S-8 333-70279 (Post-Effective Tele-Communications, Inc. 1998 Amendments Nos. 1 and 3 to Incentive Plan Form S-4, (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 Nonemployee Director Stock Option Plan Tele-Communications International, Inc., 1996 Nonemployee Director Stock Option Plan Tele-Communications International, Inc., 1995 Stock Incentive Plan
Page 3 S-8 333-70279 (Post-Effective Liberty Media 401(K) Savings Plan Amendment No. 2 to Form S-4, (333-70279-02)) TCI 401(K) Stock Plan S-4 333-75083 Vanguard Cellular Systems, Inc. S-4 333-86019 MediaOne Corp. S-8 33-34264-1 (Post-Effective AT&T Long Term Savings Plan for Amendment No. 1) Management Employees AT&T Long Term Savings Plan - San Francisco AT&T Wireless Services 401(K) Retirement Plan S-8 333-86019-1 (Post-Effective MediaOne Group 1999 Supplemental Amendment No. 1 to Form S-4) Stock Plan Amended MediaOne Group 1994 Stock Plan S-8 333-86019-2 (Post-Effective MediaOne Group 401(K) Savings Plan Amendment No. 2 to Form S-4) S-8 333-53134 AT&T Broadband Deferred Compensation Plan S-8 333-61676 AT&T Deferred Compensation Plan for Non-Employee Directors S-3 333-73120-01 Redemption of TCI Preferred Securities S-3 333-73120-02 (Amendment No. 1) Redemption of TCI Preferred Securities S-3 333-73120-03 (Amendment No. 2) Redemption of TCI Preferred Securities S-3 333-73120-04 (Amendment No. 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 S-8 333-61676 (Amendment No.1) AT&T Deferred Compensation Plan for Non-Employee Directors
Our report dated February 1, 2002, except as to note 2, which is as of March 14, 2002, as to note 5, which is as of February 20, 2002, and as to note 9(h), which is as of May 1, 2002, contains Comments by the Auditors for U.S. Readers on Canada - U.S. Reporting Differences which states that in the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern such as those described in note 2 to the consolidated financial statements. Our report to the shareholders is expressed in accordance with Canadian reporting standards, which do not permit a reference to such conditions and events in the auditors' report when these are adequately disclosed in the financial statements. KPMG LLP Toronto, Canada May 1, 2002