(a) Subsidiary undertakings	Country of incorporation	Division
Action Time (UK) Limited*		Carlton Media Group
Carlton Books Limited
Carlton Broadcasting Limited*
Carlton International Media Limited*
Carlton Productions Limited**
Carlton Sales Limited**
Carlton Screen Advertising Limited*
Carlton Television Limited*
Carlton 021 Limited**
Carlton Video Limited*
Central Independent Television P.L.C.*
Direct Home Entertainment Limited*
ITC Entertainment Group Limited*
ITC Distribution Inc.*	USA
Planet 24 Productions Limited*
Westcountry Television Limited*
Central de Video S. de R.L de C.V.	Mexico	TechnicolorGroup
ELAP Music A/S*	Denmark
Euronimbus S.A. (70% owned)*	Luxembourg
Metrocolor London Limited*
Nimbus Manufacturing, Inc.*	USA
Nimbus Manufacturing (UK) Limited*
Real Image Technology Inc. (58% owned)	USA
Technicolor Canada, Inc.*	Canada
Technicolor Distribution Services Limited**
Technicolor Entertainment Services**	USA
Technicolor, Inc.*	USA
Technicolor Limited*
Technicolor Milan S.p.A.*	Italy
Technicolor Optical Media Services**	USA
Technicolor Scandinavia A/S*	Denmark
Technicolor Spain S.A.*	Spain
Technicolor Videocassette B.V.*	Holland
Technicolor Videocassette of Michigan, Inc.*	USA
Technicolor Videocassette, Inc.*	USA
Technicolor Video Services (UK) Limited*
Technicolor S.p.A.*	Italy
Carlton Digital Channels Limited*		Digital Television
Carlton Online Limited
Complete Post-Production Center, Inc.*	USA	Other
Quantel Limited*
Solid State Logic Limited*
Superhire Limited
The Moving Picture Company Limited*
All subsidiary companies are wholly owned and are incorporated and operating in the UK (and are registered in England and Wales) excepT as noted. *Indirect holdings. **Trading as divisions of subsidiary companies. In December 1999 the Group purchased the 30% of Euronimbus S.A. which it did not already own.

(b) Joint ventures and associated undertakings

	Country of registration / incorporation	Nominal value of Ordinary shares	Number of Ordinary shares in issue	Proportion of shares held by the Group
Carlton Media Group
GMTV Limited (1)	England and Wales	£1	2,000,000	20%
Independent Television News Limited	England and Wales	£1	400,000	20%
London News Network Limited (2)	England and Wales	£1	100	50%
Meridian Broadcasting Limited	England and Wales	£1	30,000,000	20%
Digital Television
British Digital Broadcasting Holdings Limited (3)	England and Wales	£0.10	207,001,000	50%
ITV2 Limited	England and Wales	£1	915,610	38%

As at 30 September 1999, the Group had a 50% interest in an unincorporated joint venture, Hamdon Entertainment, operating in the US in the Carlton Media Group. On 1 October 1999 the Group acquired the remaining 50% interest and the business now trades under the name Carlton America.

The Group holds a 33% interest in France Telefilms, operating in France, and held as a fixed asset investment as the Group does not have significant influence under the FRS9 definition.

The Group has a 50% interest in a limited liability company, 3DCD, operating in the US in the Technicolor Group.

Notes
(1) On 22 December 1999 the Group agreed to purchase an additional 5% of the issued share capital of GMTV Limited.
(2) The Group also owns 50% of the 2,250,000 7% Cumulative Preference shares of £1 each in issue..
(3) British Digital Broadcasting Holdings Limited owns 100% of the issued share capital of ONdigital plc.