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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 20-F



(Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2012ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number 001-35627

MANCHESTER UNITED PLC(Exact name of Registrant as specified in its charter)

Cayman Islands(Jurisdiction of incorporation or organization)

Sir Matt Busby Way, Old Trafford,
Manchester, England, M16 0RA(Address of principal executive offices)

Edward Woodward
Executive Vice Chairman
Sir Matt Busby Way, Old Trafford,
Manchester, England, M16 0RA Telephone No. 011 44 (0) 161 868 8000
E-mail: ir@manutd.co.uk(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each class

Name of each exchange on which registeredClass A ordinary shares, par value $0.0005 per share

New York Stock Exchange


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

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

31,352,366
Class A ordinary shares

124,000,000
Class B ordinary shares

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934. Yes o    No ý

NoteChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 from their obligations under those Sections.

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. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o    No ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý


Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued
by the International Accounting Standards Board ý

Other o


If
"Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 o    Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý





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Table of Contents



TABLE OF CONTENTS



PageGENERAL INFORMATION


iiREORGANISATION TRANSACTIONS AND INITIAL PUBLIC OFFERING


iiPRESENTATION OF FINANCIAL AND OTHER DATA


iiiIMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY


iiiFORWARD-LOOKING STATEMENTS


iiiMARKET AND INDUSTRY DATA


vPART IITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


1ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


1ITEM 3.

KEY INFORMATION


1ITEM 4.

INFORMATION ON THE COMPANY


24ITEM 4A.

UNRESOLVED STAFF COMMENTS


49ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


49ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


74ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


84ITEM 8.

FINANCIAL INFORMATION


86ITEM 9.

THE OFFER AND LISTING


88ITEM 10.

ADDITIONAL INFORMATION


88ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


94ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


95PART IIITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES


96ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS


96ITEM 15.

CONTROLS AND PROCEDURES


96ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


97ITEM 16B.

CODE OF ETHICS


97ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


97ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES


98ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


98ITEM 16F.

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT


98ITEM 16G.

CORPORATE GOVERNANCE


98ITEM 16H.

MINE SAFETY DISCLOSURE


99PART IIIITEM 17.

FINANCIAL STATEMENTS


100ITEM 18.

FINANCIAL STATEMENTS


100ITEM 19.

EXHIBITS


100MANCHESTER UNITED PLC GROUP HISTORICAL FINANCIAL INFORMATION


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Table of Contents

GENERAL INFORMATION

In this annual report on Form 20-F ("Annual Report") references
to:



Throughout
this Annual Report, we refer to the following football leagues and cups:



The
terms "matchday" and "Matchday" refer to all domestic and European football match day activities from Manchester United games at Old Trafford, the Manchester United football stadium,
along with receipts for domestic cup (such as the League Cup and the FA Cup) games not played at Old Trafford. Fees for arranging other events at the stadium are also included as matchday revenue.

REORGANISATION TRANSACTIONS AND INITIAL PUBLIC OFFERING ("IPO")

We have historically conducted our business through Red Football Shareholder Limited, a private limited company incorporated in England
and Wales, and its subsidiaries. Prior to the reorganisation transactions, Red Football Shareholder Limited was a direct,
wholly owned subsidiary of Red Football LLC, a Delaware limited liability company. On 30 April 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester
United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. On 8 August
2012, Manchester United Ltd. changed its legal name to Manchester United plc.

On
9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of these
transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc. We refer
to these transactions throughout this Annual Report collectively as the "reorganisation transactions."

Immediately
following the reorganisation transactions on 9 August 2012, Manchester United plc had in issue 124,000,000 Class B ordinary shares and 31,352,366
Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. As a result historic earnings per share calculations reflect the capital
structure of the new parent with the required disclosures in note 24 to our audited consolidated financial statements as of 30 June 2012 and 2011 and for the three years ended
30 June 2012. The reorganisation transactions have been treated as a capital reorganisation arising at the reorganisation date (9 August 2012) and hence, apart from the impact on
earnings per share, which for the years ended 30 June 2011 and 2010 have been restated retrospectively in accordance with International Financial Reporting Standards, the impact of the
transactions is disclosed in our audited consolidated financial statements as of 30 June 2012 and 2011 and for the three years

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ended
30 June 2012 as a non-adjusting post balance sheet event, with the accounting impacts to be reflected in financial statements for periods subsequent to 30 June 2012. As
a result, the share capital disclosed in the balance sheet as of 30 June 2012 is that of the former parent, Red Football Shareholder Limited. Any impacts arising from the reorganisation
transactions, including changes to share capital and the impact on taxation of assets and liabilities of the new parent as a consequence of becoming a US tax resident, will be accounted for at the
date of reorganisation (9 August 2012).

On
10 August 2012, the Company issued 8,333,334 Class A ordinary shares and listed such shares on the New York Stock Exchange ("NYSE") at a price of $14 per share. Net of
underwriting costs and discounts, proceeds of US$110,250,000 were received by the Company.

PRESENTATION OF FINANCIAL AND OTHER DATA

We report under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the
"IASB"). None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We have historically conducted our business through Red
Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements present the results of operations of Red Football Shareholder Limited. As a result of our
reorganisation transactions, in the future our financial statements will present the results of operations of Manchester United plc and its consolidated subsidiaries.

All
references in this Annual Report to (i) "Pounds Sterling," "pence," "p" or "£" are to the currency of the United Kingdom, (ii) "US Dollar," "USD" or "$" are
to the currency of the United States, and (iii) "Euro" or "€" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to
the treaty establishing the European Community, as amended.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as
defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise
applicable generally to public companies. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an
emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or
issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of the reduced burdens allowed under
the JOBS Act. We have not taken advantage of any of the reduced reporting burdens in this filing.

Specifically,
the JOBS Act permits an "emerging growth company" like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable
to public companies. We chose to "opt out" of this provision and, as a result, we are complying, and will continue to comply, with new or revised accounting standards as required when they are
adopted. This decision to opt out of the extended transition period is irrevocable.

FORWARD-LOOKING STATEMENTS

This Annual Report contains estimates and forward-looking statements. Our estimates and forward-looking statements are mainly based on
our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements
are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many

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important
factors, in addition to the factors described in this Annual Report, may adversely affect our results as indicated in forward-looking statements.

All
statements other than statements of historical fact are forward-looking statements. The words "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "seek," "believe," "estimate," "predict," "potential," "continue," "contemplate," "possible" and similar words are intended to identify estimates and forward-looking statements.

Our
estimates and forward-looking statements may be influenced by various factors, including without limitation:



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Table of Contents



Other
sections of this Annual Report include additional factors that could adversely impact our business and financial performance, principally "Item 3. Key
InformationD. Risk Factors." Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to
predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

MARKET AND INDUSTRY DATA

This Annual Report contains industry, market, and competitive position data that are based on the industry publications and studies
conducted by third parties listed below as
well as our own internal estimates and research. These industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to
be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, we have not
independently verified the market and industry data obtained from these third-party sources. While we believe our internal research is reliable and the definition of our market and industry are
appropriate, neither such research nor these definitions have been verified by any independent source.

References
to our "659 million followers" are based on a survey conducted by Kantar Media (a division of WPP plc) and paid for by us. As in the survey conducted by Kantar
Media, we define the term "followers" as those individuals who answered survey questions, unprompted, with the answer that Manchester United was either their favorite football team in the world or a
football team that they enjoyed following in addition to their favorite football team. For example, we and Kantar Media included in the definition of "follower" a respondent who either watched live
Manchester United matches, followed highlights coverage or read or talked about Manchester United regularly. Although the survey solicited unprompted responses, we do not distinguish between those
respondents who answered that Manchester United was their favorite football team in the world and those who enjoy following Manchester United in addition to their favorite football team. Since we
believe that each of our followers engage with our brand in some capacity, including through watching matches on television, attending matches live, buying retail merchandise or monitoring the team's
highlights on the internet, we believe identifying our followers in this manner provides us with the best data to use for purposes of developing our business strategy and measuring the penetration of
our brand. However, we expect there to be differences in the level of engagement with our brand between individuals, including among those who consider Manchester United to be their favorite team, as
well as between those who enjoy following Manchester United. We have not identified any practical way to measure these differences in consumer behavior and any references to our followers in this
Annual Report should be viewed in that light.

This
internet-based survey identified Manchester United as a supported team of 659 million followers (and the favorite football team of 277 million of those followers) and
was based on 53,287 respondents from 39 countries around the world. In order to calculate our 659 million followers from the 53,287 responses, Kantar Media applied estimates and assumptions to
certain factors including population size, country specific characteristics such as wealth and GDP per capita, affinity for sports and media penetration. Kantar Media then extrapolated the results to
the rest of the world, representing an extrapolated adult population of 5 billion people. However, while Kantar Media

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believes
the extrapolation methodology was robust and consistent with consumer research practices, as with all surveys, there are inherent limitations in extrapolating survey results to a larger
population than those actually surveyed. As a result of these limitations, our number of followers may be significantly less or significantly more than the extrapolated survey results. Kantar Media
also extrapolated survey results to account for non-internet users in certain of the 39 countries, particularly those with low internet penetration. To do so, Kantar Media had to make
assumptions about the preferences
and behaviors of non-internet users in those countries. These assumptions reduced the number of our followers in those countries and there is no guarantee that the assumptions we applied
are accurate. Survey results also account only for claimed consumer behavior rather than actual consumer behavior and as a result, survey results may not reflect real consumer behavior with respect to
football or the consumption of our content and products.

In
addition to the survey conducted by Kantar Media, this Annual Report references the following five industry publications and third-party
studies:



vi

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PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

A.    SELECTED FINANCIAL DATA

The selected historical financial information presented below as of 30 June 2012, 2011, 2010 and 2009 and for the four years ended 30 June 2012 has
been derived from our audited consolidated financial statements, which were prepared under IFRS as issued by the IASB. None of the financial statements were prepared in accordance with generally
accepted accounting principles in the United States. We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial
statements present the results of operations of Red Football Shareholder Limited. As a result of our reorganisation transactions, in the future our financial statements will present the results of
operations of Manchester United plc and its consolidated subsidiaries.

The
selected historical financial information presented in the tables below should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated
financial statements and accompanying notes. The audited consolidated financial statements and the accompanying notes as of 30 June 2012 and 2011 and for the three years ended 30 June
2012 have been included in this Annual Report.

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Table of Contents

Unless
otherwise specified, all financial information included in this Annual Report has been stated in Pounds Sterling.

Year ended 30 JuneIncome Statement Data

2012

2011

2010

2009(£'000, unless otherwise indicated)Revenue


320,320


331,441


286,416


278,476Analysed as:Commercial revenue


117,611


103,369


77,322


65,977Broadcasting revenue


103,991


117,249


103,276


98,013Matchday revenue


98,718


110,823


105,818


114,486Operating expensesbefore exceptional items


(274,411
)

(267,986
)

(232,716
)

(232,034
)Analysed as:Employee benefit expenses


(161,688
)

(152,915
)

(131,689
)

(123,120
)Other operating expenses


(66,983
)

(68,837
)

(52,306
)

(62,311
)Depreciation


(7,478
)

(6,989
)

(8,634
)

(8,962
)Amortisation of players' registrations


(38,262
)

(39,245
)

(40,087
)

(37,641
)Operating expensesexceptional items


(10,728
)

(4,667
)

(2,775
)

(3,097
)Total operating expenses


(285,139
)

(272,653
)

(235,491
)

(235,131
)Profit on disposal of players' registrations


9,691


4,466


13,385


80,185Operating profit


44,872


63,254


64,310


123,530Finance costs


(50,315
)

(52,960
)

(110,298
)

(118,743
)Finance income


779


1,710


1,715


1,317Net finance costs


(49,536
)

(51,250
)

(108,583
)

(117,426
)(Loss)/profit on ordinary activities before tax


(4,664
)

12,004


(44,273
)

6,104Tax credit/(expense)


27,977


986


(3,211
)

(844
)Profit/(loss) for the year from continuing operations


23,313


12,990


(47,484
)

5,260Attributable to:Owners of the Company


22,896


12,649


(47,757
)

5,343Non-controlling interest


327


341


273


(83
)Basic and diluted earnings/(loss) per share (£)(1)


0.15


0.08


(0.31
)

0.03Weighted average number of ordinary shares (thousands)(1)


155,352


155,352


155,352


155,352


(1)As
adjusted retroactively for all periods presented to reflect the reorganisation transactions described in note 1 to our audited
consolidated financial statements as of 30 June 2012 and 2011 and for the three years ended 30 June 2012, 2011 and 2010 included elsewhere in this Annual Report.


As of 30 JuneBalance Sheet Data

2012

2011

2010

2009(£'000, unless otherwise indicated)Cash and cash equivalents


70,603


150,645


163,833


150,530Total assets


947,148


1,017,188


989,670


993,644Total liabilities


712,051


796,765


1,030,611


987,106Total equity


235,097


220,423


(40,941
)

6,538Equity attributable to our equity holders


237,100


222,753


(38,270
)

9,482


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Exchange Rate Information

Our functional and reporting currency is the pound sterling and substantially all of our costs are denominated in pound sterling.
However, Broadcasting revenue from our participation in European competitions, as well as certain other revenue, is generated in Euros. We also occasionally enter into transfer agreements which are
payable in Euros. In addition, we have transactional currency exposure against the US dollar relating to the US dollar tranche of our senior secured notes as well as Commercial revenue from certain
sponsors. For all dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. The rates represent the noon buying rate
in New York for cable transfers payable in foreign currencies. These rates may differ from the actual rates used in the preparation of the financial statements and other financial information
appearing in this Annual Report. Inclusion of these exchange rates is not meant to suggest that the US dollar amounts actually represent such pound sterling amounts or that such amounts could have
been converted into pound sterling at any particular rate, if any. On 5 October 2012, the exchange rate was $1.62 to £1.00.

The
following table sets forth information concerning exchange rates between the pound sterling and the US dollar for the periods indicated. These rates are provided solely for
convenience.

Noon Buying RatePeriod

Period End

Average(1)

Low

High($ per £1.00)Fiscal Year 2008


1.99


2.01


1.94


2.11Fiscal Year 2009


1.65


1.60


1.37


2.00Fiscal Year 2010


1.49


1.58


1.43


1.70Fiscal Year 2011


1.61


1.59


1.50


1.67Fiscal Year 2012


1.57


1.59


1.54


1.65April 2012


1.62


1.60


1.58


1.62May 2012


1.54


1.59


1.54


1.62June 2012


1.57


1.56


1.54


1.58July 2012


1.57


1.56


1.54


1.57August 2012


1.59


1.57


1.55


1.59September 2012


1.61


1.61


1.59


1.63Source: Federal Reserve Bank of New York and Federal Reserve Statistical Release


(1)Fiscal
year and interim period averages were calculated by using the average of the exchange rates on the last day of each month during the relevant period.
Monthly averages are calculated by using the average of the daily rates during the relevant month.


B.    CAPITALISATION AND INDEBTEDNESS

Not applicable.

C.    REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D.    RISK FACTORS

Investment in our Class A ordinary shares involves risk. We expect to be exposed to some or all of the risks described below in our
future operations. Any of the risk factors described below, as well as additional risks of which we are not currently aware, could affect our business operations and have a material adverse effect on
our business, results of operations, financial condition, cash flow and prospects and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below
materialise, they may occur in combination with other risks which would compound the adverse effect of such risks on our business, results of operations, financial condition, cash flow and
prospects.

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Risks Related to Our Business

If we are unable to maintain and enhance our brand and reputation, particularly in new markets, or if events occur that damage our brand and
reputation, our ability to expand our follower base, sponsors, and commercial partners or to sell significant quantities of our products may be impaired.

The success of our business depends on the value and strength of our brand and reputation. Our brand and reputation are also integral
to the implementation of our strategies for expanding our follower base, sponsors and commercial partners. To be successful in the future, particularly outside of Europe, we believe we must preserve,
grow and leverage the value of our brand across all of our revenue streams. For instance, we have in the past experienced, and we expect that in the future we will continue to receive, a high degree
of media coverage. Unfavorable publicity regarding our first team's performance in league and cup competitions or their behavior off the field, our ability to attract and retain certain players and
coaching staff or actions by or changes in our
ownership, could negatively affect our brand and reputation. Failure to respond effectively to negative publicity could also further erode our brand and reputation. In addition, events in the football
industry as a whole, even if unrelated to us, may negatively affect our brand or reputation. As a result, the size, engagement, and loyalty of our follower base and the demand for our products may
decline. Damage to our brand or reputation or loss of our followers' commitment for any of these reasons could impair our ability to expand our follower base, sponsors and commercial partners or our
ability to sell significant quantities of our products, which would result in decreased revenue across our revenue streams, and have a material adverse effect on our business, results of operations,
financial condition and cash flow, as well as require additional resources to rebuild our brand and reputation.

In
addition, maintaining and enhancing our brand and reputation may require us to make substantial investments. We cannot assure you that such investments will be successful. Failure to
successfully maintain and enhance the Manchester United brand or our reputation or excessive or unsuccessful expenses in connection with this effort could have a material adverse effect on our
business, results of operations, financial condition and cash flow.

Our business is dependent upon our ability to attract and retain key personnel, including players.

We are highly dependent on members of our management, coaching staff and our players. Competition for talented players and staff is,
and will continue to be, intense. Our ability to attract and retain the highest quality players for our first team, reserve team and youth academy as well as coaching staff is critical to our first
team's success in league and cup competitions and increasing popularity and, consequently, critical to our business, results of operations, financial condition and cash flow. Any successor to our
current manager may not be as successful as our current manager. A downturn in the performance of our first team could adversely affect our ability to attract and retain coaches and players. In
addition, our popularity in certain countries or regions may depend, at least in part, on fielding certain players from those countries or regions. While we enter into employment contracts with each
of our key personnel with the aim of securing their services for the term of the contract, the retention of their services for the full term of the contract cannot be guaranteed due to possible
contract disputes or approaches by other clubs. Our failure to attract and retain key personnel could have a negative impact on our ability to effectively manage and grow our business.

We are dependent upon the performance and popularity of our first team.

Our revenue streams are driven by the performance and popularity of our first team. Significant sources of our revenue are the result
of historically strong performances in English domestic and European competitions, specifically the Premier League, the FA Cup, the League Cup, the Champions

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League/Europa
League. Our income varies significantly depending on our first team's participation and performance in these competitions. Our first team's performance affects all five of our revenue
streams:



Our
first team currently plays in the Premier League, the top football league in England. Our performance in the Premier League directly affects, and a weak performance in the Premier
League could adversely affect, our business, results of operations, financial condition and cash flow. For example, our revenue from the sale of products, media rights, tickets and hospitality would
fall considerably if our first team were relegated from (or otherwise ceased to play in) the Premier League, the Champions League or the Europa League.

We
cannot ensure that our first team will be successful in the Premier League or in the other leagues and tournaments in which it plays. Relegation from the Premier League or a general
decline in the success of our first team, particularly in consecutive seasons, would negatively affect our ability to attract or retain talented players and coaching staff, as well as supporters,
sponsors and other commercial partners, which would have a material adverse effect on our business, results of operations, financial condition and cash flow.

If we fail to properly manage our anticipated growth, our business could suffer.

The planned growth of our commercial operations may place a significant strain on our management and on our operational and financial
resources and systems. To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as, develop, train and manage
management-level and other employees. Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our
infrastructure, which could have a material adverse effect on our business, results of operations, financial condition and cash flow. Any failure by us to manage our growth effectively could have a
negative effect on our ability to achieve our development and commercialization goals and strategies.

If we are unable to maintain, train and build an effective international sales and marketing infrastructure, we will not be able to commercialise and
grow our brand successfully.

As we grow, we may not be able to secure sales personnel or organizations that are adequate in number or expertise to successfully
market and sell our brand and products on a global scale. If we are unable to expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary
to commercialize our brand internationally, we will need to contract with third parties to market and sell our brand. If we are unable to establish and maintain compliant and adequate sales and
marketing capabilities, we may not be able to increase our revenue, may generate increased expenses, and may not continue to be profitable.

It may not be possible to renew or replace key commercial agreements on similar or better terms, or attract new sponsors.

Our Commercial revenue for each of the years ended 30 June 2012, 2011 and 2010 represented 36.7%, 31.2% and 27.0% of our total
revenue, respectively. The substantial majority of our commercial

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revenue
is generated from commercial agreements with our sponsors, and these agreements have finite terms. When these contracts do expire, we may not be able to renew or replace them with contracts on
similar or better terms or at all. Our most important commercial contracts include contracts with global, regional, mobile, media and supplier sponsors representing industries including financial
services, automotive, beverage, airline, timepiece, betting and telecommunications, which typically have contract terms of two to five years.

If
we fail to renew or replace these key commercial agreements on similar or better terms, we could experience a material reduction in our Commercial and sponsorship revenue. Such a
reduction could have a material adverse effect on our overall revenue and our ability to continue to compete with the top football clubs in England and Europe.

As
part of our business plan, we intend to continue to grow our sponsorship portfolio by developing and expanding our geographic and product categorized approach, which will include
partnering with additional global sponsors, regional sponsors, and mobile and media operators. We may not be able to successfully execute our business plan in promoting our brand to attract new
sponsors. We are subject to certain contractual restrictions under our sponsorship agreement with Nike that may affect our ability to expand on our categories of sponsors, including certain
restrictions on our ability to grant sponsorship, suppliership, advertising and promotional rights to certain types of businesses. We cannot assure you that we will be successful in implementing our
business plan or that our Commercial and sponsorship revenue will continue to grow at the same rate as it has in the past or at all. Any of these events could negatively affect our ability to achieve
our development and commercialization goals, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Negotiation and pricing of key media contracts are outside our control and those contracts may change in the future.

For each of the years ended 30 June 2012, 2011 and 2010, 32.6%, 39.8% and 39.4% of our Broadcasting revenue, respectively, was
generated from the media rights for Champions League matches, and 59.0%, 51.4% and 51.3% of our Broadcasting revenue, respectively, was generated from the media rights for Premier League matches.
Contracts for these media rights and certain other revenue for those competitions (both domestically and internationally) are negotiated collectively by the Premier League and the Union of European
Football Associations ("UEFA"). We are not a party to the contracts negotiated by the Premier League and UEFA. Further, we do not participate in and therefore do not have any direct influence on the
outcome of contract negotiations. As a result, we may be subject to media rights contracts with media distributors with whom we may not otherwise contract or media rights contracts that are not as
favorable to us as we might otherwise be
able to negotiate individually with media distributors. Furthermore, the limited number of media distributors bidding for Premier League and Champions League media rights may result in reduced prices
paid for those rights and, as a result, a decline in revenue received from our media contracts.

In
addition, although an agreement has been reached for the sale of Premier League domestic broadcasting rights through the end of the 2015/16 football season and Premier League
international broadcasting rights through the end of the 2012/13 football season and for the sale of Champions League broadcasting rights through the end of the 2014/15 football season, future
agreements may not maintain our current level of Broadcasting revenue. Or, if international broadcasting revenue becomes an increasingly large portion of total revenue for the Premier League, a single
club's domestic success and corresponding revenue may be outweighed by international media rights, which are distributed among all Premier League clubs in even proportion. As a result, success of our
first team in the Premier League could become less of an overall competitive advantage.

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Future
intervention by the European Commission, the European Court of Justice (the "ECJ") or other competent authorities and courts having jurisdiction may also have a negative effect on
our revenue from media rights. For example, on 4 October 2011, the ECJ ruled on referrals it had received from English courts involving the cases of the Premier League & others vs. QC
Leisure & Others / Karen Murphy vs. Media Protection Services. The ruling held that any agreement designed to guarantee country-by-country exclusivity within the
European Union (the "EU") (i.e. by stopping any cross-border provision of broadcasting services) is deemed to be anti-competitive and prohibited by EU competition law. The ECJ also
addressed copyright matters and determined that (i) there is no copyright in an actual football match itself but there is copyright in other elements such as the broadcast of the match or the
copyright holder's logo and music; (ii) a copyright is not infringed where a member of the public in the EU buys a decoder and card from within the EU and watches a match in his own home; and
(iii) a copyright may be infringed where commercial premises broadcast a match to the public. This decision has created uncertainty as to the commercial viability of copyright holders
continuing to adopt the same country-by-country sales model within the EU as they have adopted previously. A change of sales model could negatively affect the amount which
copyright holders, such as the Premier League, are able to derive from the exploitation of rights within the EU. As a result, our Broadcasting revenue from the sale of those rights could decrease. Any
significant reduction in our Broadcasting revenue could materially adversely affect our business, results of operations, financial condition and cash flow.

European competitions cannot be relied upon as a source of income.

Qualification for the Champions League is dependent upon our first team's performance in the Premier League and, in some circumstances,
the Champions League itself in the previous season. Qualification for the Champions League cannot, therefore, be guaranteed. Failure to qualify for the Champions League would result in a material
reduction in revenue for each season in which our first team did not participate.

In
addition, our participation in the Champions League or Europa League may be influenced by factors beyond our control. For example, the number of places in each league available to the
clubs of each national football association in Europe can vary from year to year based on a ranking system. If the performance of English clubs in Europe declines, the number of places in each
European competition available to English clubs may decline and it may be more difficult for our first team to qualify for each league in future seasons. Further, the rules governing qualification for
European competitions (whether at the European or national level) may change and make it more difficult for our first team to qualify for each league in future seasons.

Moreover,
because of the prestige associated with participating in the European competitions, particularly the Champions League, failure to qualify for any European competition,
particularly for consecutive seasons, would negatively affect our ability to attract and retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners. Any
one or more of these events could have a material adverse effect on our business, results of operation, financial condition and cash flow.

Our business depends in part on relationships with certain third parties.

We consider the development of both our commercial and digital media assets to be central to our ongoing business plan and drivers of
future growth. However, we do not currently have retail, merchandising and apparel operations in-house. For example, our contract with Nike provides them with certain rights to operate our
global merchandising, product licensing and retail operations. While we have a significant degree of control over MUTV, we rely on MUTV for certain production capabilities with respect to video
content for our digital media assets. While we have been able to execute our business plan to date with the support of Nike and MUTV, we remain subject to these

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contractual
provisions and our business plan could be negatively impacted by non-compliance or poor execution of our strategy by these partners. Further, any interruption in our ability to
obtain the services of these or other third parties or deterioration in their performance could negatively impact these portions of our operations. Furthermore, if our arrangements with any of these
third parties are terminated or modified against our interest, we may not be able to find alternative solutions for these portions of our business on a timely basis or on terms favorable to us or at
all.

In
the future, we may enter into additional licensing arrangements permitting third parties to use our brand and trademarks. Although we take steps to carefully select our licensing
partners, such arrangements may not be successful. Our licensing partners may fail to fulfill their obligations under their license agreements or have interests that differ from or conflict with our
own. For example, we are dependent on our sponsors and commercial partners to effectively implement quality controls over products using our brand or trademarks. The inability of such sponsors and
commercial partners to meet our quality standards could negatively affect consumer confidence in the quality and value of our brand, which could result in lower product sales. Any one or more of these
events could have a material adverse effect on our business, results of operation, financial condition and cash flow.

We are exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as
well as our key commercial and transfer contracts.

We derive the substantial majority of our Broadcasting revenue from media contracts negotiated by the Premier League and Champions
League with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it
remains our single largest credit exposure. We derive our commercial and sponsor revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of
which we may manage our credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial majority of this revenue is derived from a limited number of
sources. During the year ended 30 June 2012, those sources that represented greater than 10% of our total revenue were:



We
are also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to us in installments. We try
to manage our credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances.
However, we cannot ensure these efforts will eliminate our credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of our
sponsors, or a club to whom we have sold a player can increase the risk that such counterparty is unable or unwilling to pay amounts owed to us. The failure of a major television broadcaster for the
Premier League or Champions League to pay outstanding amounts owed to its respective league, or the failure of one of our key sponsors or a club to pay outstanding amounts owed to us could have a
material adverse effect on our business, results of operations, financial condition and cash flow.

Matchday revenue from our supporters is a significant portion of overall revenue.

A significant amount of our revenue derives from ticket sales and other Matchday revenue for our first team matches at Old Trafford and
our share of gate receipts from cup matches. In particular, the revenue generated from ticket sales and other Matchday revenue at Old Trafford will be highly dependent on the continued attendance at
matches of our individual and corporate supporters as well

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as
the number of home matches we play each season. During each of the 2011/12, 2010/11 and 2009/10 seasons, we played 25, 29 and 28 home matches, respectively, and our Matchday revenue were
£98.7 million, £110.8 million and £105.8 million for the years ended 30 June 2012, 2011 and 2010, respectively. Match attendance is
influenced by a number of factors, some of which are partly or wholly outside of our control. These factors include the success of our first team, broadcasting coverage and general economic conditions
in the United Kingdom, which affect personal disposable income and corporate marketing and hospitality budgets. A reduction in matchday attendance could have a material adverse effect on our Matchday
revenue and our overall business, results of operations, financial condition and cash flow.

The markets in which we operate are highly competitive, both within Europe and internationally, and increased competition could cause our
profitability to decline.

We face competition from other football clubs in England and Europe. In the Premier League, recent investment from wealthy team owners
has led to teams with deep financial backing that are able to acquire top players and coaching staff, which could result in improved performance from those teams in domestic and European competitions.
As the Premier League continues to grow in popularity, the interest of wealthy potential owners may increase, leading to additional clubs substantially improving their financial position. Competition
from European clubs also remains strong. Despite the adoption of the UEFA financial fair play initiative, a set of financial monitoring rules on clubs participating in the Champions League and Europa
League, European and Premier League football clubs are spending substantial sums on transfer fees and player salaries. Competition from inside and outside the Premier League has led to higher salaries
for our players as well as increased competition on the field. The increase in competition could result in our first team finishing lower in the Premier League than we have in the past and
jeopardising our qualification for or results in the Champions League. Competition within England could also cause our first team to fail to advance in the FA Cup and League Cup.

In
addition, from a commercial perspective, we actively compete across many different industries and within many different markets. We believe our primary sources of competition, both in
Europe and internationally, include, but are not limited to:



All
of the above forms of competition could have a material adverse effect on any of our five revenue streams and our overall business, results of operations, financial condition and
cash flow.

We are subject to special rules and regulations regarding insolvency and bankruptcy.

We are subject to, among other things, special insolvency or bankruptcy related rules of the Premier League and the Football
Association (the "FA"). Those rules empower the Premier League board to direct certain payments otherwise due to us to the FA and its members, associate members and affiliates, certain other English
football leagues and certain other entities if it is reasonably

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satisfied
that we have failed to pay certain creditors including other football clubs, the Premier League and the Football League.

If
we experience financial difficulty, we could also face sanctions under the Premier League rules, including suspension from the Premier League, the Champions League, the FA Cup and
certain other competitions, the deduction of league points from us in the Premier League or Football League and loss of control of player registrations. For example, the Premier League could prevent
us from playing, thereby cutting off our income from ticket sales and putting many of our other sources of revenue at risk. Any of these events could have a material adverse effect on our business,
results of operation, financial condition, cash flow as well as our ability to meet our financial obligations.

Premier League voting rules may allow other clubs to take action contrary to our interests.

The Premier League is governed by its 20 club shareholders with most rule changes requiring the support of a minimum of 14 of the
clubs. This allows a minority of clubs to block changes they view as unfavourable to their interests. In addition, it allows a concerted majority of the clubs to pass rules that may be disadvantageous
to the remaining six clubs. As one of the larger clubs in the Premier League in terms of revenue and follower base, we can exert some influence on the rulemaking process, however, our interests may
not always align with the majority of clubs and it may be difficult for us to effect changes that are advantageous to us. At the same time, it is possible that other clubs may take action that we view
as contrary to our interests. If the Premier League clubs pass rules that limit our ability to operate our business as we have planned or otherwise affect the payments made to us, we may be unable to
achieve our goals and strategies or increase our revenue.

Our digital media strategy is unproven and may not generate the revenue we anticipate.

We maintain contact with, and provide entertainment to, our global follower base through a number of digital and other media channels,
including the internet, mobile services and social media. While we have attracted a significant number of followers to our digital media assets, including our website, the future revenue and income
potential of our new media business is uncertain. You should consider our business and prospects in light of the challenges, risks and difficulties we may encounter in this new and rapidly evolving
market, including:



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Failure
to successfully address these risks and difficulties could affect our overall business, financial condition, results of operations, cash flow, liquidity and prospects.

Serious injuries to or losses of playing staff may affect our performance, and therefore our results of operations and financial condition.

Injuries to members of the playing staff, particularly if career threatening or career ending, could have a detrimental effect on our
business. Such injuries could have a negative effect upon our first team's performance and may also result in a loss of the revenue that would
otherwise have resulted from a transfer of that player's registration. In addition, depending on the circumstances, we may write down the carrying value of a player on our balance sheet and record an
impairment charge in our operating expenses to reflect any losses resulting from career threatening or career ending injuries to that player. Our strategy is to maintain a squad of first team players
sufficient to mitigate the risk of player injuries. However, this strategy may not be sufficient to mitigate all financial losses in the event of an injury, and as a result such injury may affect the
performance of our first team, and therefore our business, results of operations financial condition, and cash flow.

Inability to renew our insurance policies could expose us to significant losses.

We insure against the death, permanent disablement and travel-related injuries of members of our first team, although not at such
player's market value. Moreover, we do not carry insurance against injuries to our players sustained while playing or training. We also carry non-player related insurance typical for our
business (including business interruption insurance). When any of our insurance policies expire, it may not be possible to renew them on the same terms, or at all. In such circumstances, some of our
businesses and/or assets may be uninsured. If any of these uninsured businesses or assets were to suffer damage, we could suffer a financial loss. Our most valuable tangible asset is Old Trafford. An
inability to renew insurance policies covering our players, Old Trafford, our training facilities at Carrington and other valuable assets could expose us to significant losses.

Furthermore,
although some national football associations, such as the FA (which insures English players), do provide insurance for members of our first team while playing for their home
country, our insurance policies do not cover our players during those periods and, under the rules of the Fédération Internationale de Football Association ("FIFA"),
national football associations are not obliged to provide insurance cover for players on international duty.

Our international expansion and operations in foreign markets expose us to risks associated with international sales and operations.

We intend to continue to expand internationally and operate in select foreign markets. Managing a global organisation is difficult,
time consuming and expensive. Our inexperience in operating the club's businesses globally increases the risk that any future international expansion efforts that we may undertake will not be
successful. In addition, conducting international operations subjects us to risks such as the lack of familiarity with and unexpected changes in foreign regulatory requirements; difficulties in
managing and staffing international operations; fluctuations in currency exchange rates; potentially adverse tax consequences, including foreign value added tax systems, and restrictions on
repatriation of earnings; the burdens of complying with a wide variety of foreign laws and legal standards; increased financial accounting and reporting burdens and complexities; the lack of strong
intellectual property regimes and political, social and economic instability abroad. Operating in international markets also requires significant management attention
and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

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Fluctuations in exchange rates may adversely affect our results of operations.

Our functional and reporting currency is the pound sterling and substantially all of our costs are denominated in pound sterling.
However, Broadcasting revenue from our participation in the Champions League, as well as certain other revenue, is generated in Euros. We also occasionally enter into transfer agreements or commercial
partner agreements which are payable in Euros. In addition, we have transactional currency exposure against the US dollar relating to the US dollar tranche of our senior secured notes as well as
Commercial revenue from certain sponsors. In the year ended 30 June 2012, we recorded a foreign exchange loss of £5.2 million from our US dollar tranche of our senior secured
notes, whereas in the year ended 30 June 2011, we recorded a foreign exchange gain of £16.4 million from those senior secured notes. For the years ended 30 June 2012,
2011 and 2010 approximately 11.0%, 14.4% and 14.2% of our total revenue were generated in Euros, respectively, and approximately 11.1%, 8.2% and 4.9% of our total revenue were generated in US dollars,
respectively. We may enter into foreign exchange contracts to hedge a portion of this transactional exposure. We net the value of our non-sterling revenue and the value of the
corresponding hedge before including such amounts in our overall revenue. Our results of operations have in the past and will in the future fluctuate due to movements in exchange rates.

Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand.

Like other popular brands, we are susceptible to instances of brand infringement (such as counterfeiting and other unauthorised uses of
our intellectual property rights). We seek to protect our brand assets by ensuring that we own and control certain intellectual property rights in and to those assets and, where appropriate, by
enforcing those intellectual property rights. For example, we own the copyright in our logo, and our logo and trade name are registered as trademarks (or are the subject of applications for
registration) in a number of jurisdictions in Europe, Asia Pacific, Africa, North America and South America. However, it is not possible to detect all instances of brand infringement. Additionally,
where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances which give rise to uncertainty as to the
validity, scope and enforceability of our intellectual property rights in the brand assets. Furthermore, the laws of certain countries in which we license our brand and conduct operations,
particularly those in Asia (such as China) may not offer the same level of protection to intellectual property rights holders as those in the United Kingdom, the rest of Europe and the United
States, or the time required to enforce our intellectual property rights under these legal regimes may be lengthy and delay recovery. For example, the unauthorized use of intellectual property is
common and widespread in China and enforcement of intellectual property rights by Chinese regulatory agencies is inconsistent. If we were to fail or be unable to secure, protect, maintain and/or
enforce the intellectual property rights which vest in our brand assets, then we could lose our exclusive right to exploit such brand assets. Infringement of our trademark, copyright and other
intellectual property rights could have an adverse effect on our business. We also license our intellectual property rights to third parties. In an effort to protect our brand, we enter into licensing
agreements with these third parties which govern the use of our intellectual property and which require our licensees to abide by quality control standards with respect to such use. Although we make
efforts to police our licensees' use of our intellectual property, we cannot assure you that these efforts will be sufficient to ensure their compliance. The failure of our licensees to comply with
the terms of their licenses could have a material adverse effect on our business, results of operations, financial condition and cash flow.

We could be negatively affected if we fail to adequately protect follower account information.

We collect and process personal data (including name, address, age, bank details and other personal data) from our followers,
customers, members, suppliers, business contacts and employees as

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part
of the operation of our business (including online merchandising), and therefore we must comply with data protection and privacy laws in the United Kingdom and, in certain situations, other
jurisdictions where our followers reside. Those laws impose certain requirements on us in respect of the collection, use and processing of personal information relating to our followers. In addition,
we are exposed to the risk that the personal data we control could be wrongfully accessed and/or used, whether by employees, followers or other third parties, or otherwise lost or disclosed or
processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to process such personal data in a lawful or secure manner or if any theft
or loss of personal follower data were to occur, we could face liability under data protection laws, including requirements to destroy customer information or notify the people to whom such
information relates of any non-compliance as well as civil or criminal sanctions. This could also result in the loss of the goodwill of our followers and deter new followers. Each of these
factors could harm our business reputation, our brand and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects.

Piracy and illegal live streaming may adversely impact our Broadcasting and new media & mobile revenue.

For each of the years ended 30 June 2012, 2011 and 2010, Broadcasting revenue constituted 32.5%, 35.4% and 36.1%, respectively,
of our total revenue. Our Broadcasting revenue is principally generated by the broadcasting of our matches on pay and free to air television channels as well as content delivered over the internet and
through our own television channel, MUTV. In recent years, piracy and illegal live streaming of subscription content over the internet has caused, and is continuing to cause, lost revenue to media
distributors showing our matches. For example, the Premier League has initiated litigation against Google and YouTube for facilitating piracy and illegal streaming of subscription content, however
there can be no guarantee that this or similar actions will prevent or limit future piracy or illegal streaming of subscription content. If these trends increase or continue unabated, they could pose
a risk to subscription television services. The result could be a reduction in the value of our share of football broadcasting rights and of our online and MUTV services, which could have a material
adverse effect our business, results of operations, financial condition and cash flow.

Our operating results may fluctuate due to seasonality.

Our operating results are subject to seasonal variation, limiting the overall comparability of interim financial periods. The
seasonality of our operating results is primarily attributable to the number of games played in each financial period and therefore Matchday and Broadcasting revenue recognized. Similarly, certain of
our costs derive from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We have historically generated higher revenue in the second and
third quarters of our fiscal year. However because of the strong performance of our first team in the Champions League and domestic cups, which has resulted in us reaching the advanced stages of these
competitions and therefore generating significant additional Broadcasting and Matchday revenue, we have generated the most revenue in our fourth quarter during the past few fiscal years. As a result,
our interim results and any quarterly financial information that we publish should not be viewed as an indicator of our performance for the fiscal year.

We will be subject to greater tax liability.

During each of the three years ended 30 June 2012, 2011 and 2010, our principal operating subsidiaries were tax residents in the
United Kingdom. For the year ended 30 June 2012 we were subject to a weighted statutory tax rate of 25.5% (2011: 27.5%; 2010: 28.0%). Following our reorganization transactions, although we are
organized as a Cayman Islands corporation, we will be treated as a US domestic corporation for US federal tax purposes. As a result, we will be subject to US

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federal
income tax (currently at a statutory rate of 35%) on our worldwide income. In addition, we will primarily be subject to US and UK tax rules in the future, whereas we have previously been
subject only to UK tax rules. As a result, we will be subject to different rules regarding deductions and carry forwards of losses incurred in prior years than those applicable to us prior to our
reorganization transactions. Furthermore, because most of our subsidiaries are classified as entities disregarded from their owner for US federal income tax purposes, we will not be able to control
the timing of much of our US federal income tax liability. We may also be subject to US state and local income (or franchise) taxes which are generally imposed based upon where we do business. The tax
rates and the tax base upon which the tax is calculated vary by jurisdiction. Generally, state and local taxes are deductible for US federal income tax purposes. As a result, we will be liable for
additional taxes in the future for which we would not have been liable in previous years. This additional tax liability could have a negative effect on our business, results of operations, financial
conditions and cash flow.

In
addition, we are subject to income and other taxes in various other jurisdictions. The amount of tax we pay is subject to our interpretation and application of tax laws in
jurisdictions in which we operate. Changes in current or future laws or regulations, or the imposition of new or changed tax laws or regulations or new related interpretations by taxing authorities in
the US or foreign jurisdictions, could adversely affect our business, results of operations, financial condition and cash flow.

Business interruptions due to natural disasters and other events could adversely affect us and Old Trafford.

Our operations can be subject to natural disasters and other events beyond our control, such as earthquakes, fires, power failures,
telecommunication losses, terrorist attacks and acts of war. Such events, whether natural or manmade, could cause severe destruction or interruption to our operations, and as a result, our business
could suffer serious harm. Our first team regularly tours the world for promotional matches, visiting various countries with a history of terrorism and civil unrest, and as a result, we and our
players could be potential targets of terrorism when visiting such countries. In addition, any prolonged business interruption at Old Trafford could cause a decline in Matchday revenue. Our business
interruption insurance only covers some, but not all, of these potential events, and even for those events that are covered, it may not be sufficient to compensate us fully for losses or damages that
may occur as a result of such events, including, for example, loss of market share and diminution of our brand, reputation and client loyalty. Any one or more of these events could have a material
adverse effect on our business, results of operation, financial condition or cash flow.

Risks Related to Our Industry

An economic downturn and adverse economic conditions may harm our business.

The recent economic downturn and adverse conditions in the United Kingdom and global markets may negatively affect our operations in
the future. Our Matchday and Broadcasting revenue in part depend on personal disposable income and corporate marketing and hospitality budgets. Further, our sponsorship and Commercial revenue are
contingent upon the expenditures of businesses across a wide range of industries, and as these industries continue to cut costs in response to the economic downturn, our revenue may similarly decline.
Continued weak economic conditions could cause a reduction in our Commercial and sponsorship, Broadcasting and Matchday revenue, each of which could have a material adverse effect on our business,
results of operations, financial condition and cash flow.

An increase in the relative size of salaries or transfer costs could adversely affect our business.

Our success depends on our ability to attract and retain the highest quality players and coaching staff. As a result, we are obliged to
pay salaries generally comparable to our main competitors in England and Europe. Any increase in salaries may adversely affect our business, results of operations, financial condition and cash flow.

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Other factors that affect player salaries, such as the recent increase in personal tax rates, changes to the treatment of income or other changes to taxation in
the United Kingdom and the relative strength of the pound, may make it more difficult to attract top players and coaching staff from Europe or elsewhere or require us to pay higher salaries to
compensate for higher taxes or less favorable exchange rates. In addition, if our revenue fall and salaries remain stable (for example as a result of fixed player or coaching staff salaries over a
long period) or increase, our results of operations would be materially adversely affected.

An
increase in transfer fees would require us to pay more than expected for the acquisition of players' registrations in the future, although the effect of these increased costs may be
mitigated by our ability to sell the registrations of existing players at increased prices. However, if the increase in transfer fees occurred at a time when we were looking to buy rather than sell
players, there is a risk that net transfer costs could increase, resulting in a reduction in the amount of cash available for us to meet our obligations. In addition, certain players' transfer values
may diminish after we acquire them, and we may sell those players for transfer fees below their net book value, resulting in a loss on disposal of players' registrations. Net transfer costs could also
increase if levies imposed by FIFA, the Premier League or any other organization in respect of the transfer of players' registrations were to increase.

Recently approved UEFA restrictions could negatively affect our business.

As the primary governing body of European football, UEFA continually evaluates the dynamics in the football industry and considers
changes to the regulatory framework governing European football clubs. As an example, UEFA recently approved certain financial monitoring rules on clubs participating in the Champions League and
Europa League competitions, known as the financial fair play initiative. The rules, among other things, may result in withholding of prize money, transfer bans and ultimately disqualification from
European competitions for clubs whose costs and capital expenditures on players exceed their revenue over a three year period. These rules are intended to discourage clubs from continually operating
at a loss. However, the implementation of the financial fair play rules, and in particular the potential punishment for non-compliance, remains uncertain. There is a risk that application
of the financial fair play initiative could have a material adverse effect on the performance of our first team and our business, results of operations, financial condition and cash flow.

We could be negatively affected by current and other future Premier League, FA, UEFA or FIFA regulations.

Future changes to the Premier League, FA, UEFA, FIFA or other regulations may adversely affect our results of operations. These
regulations could cover various aspects of our business, such as the format of competitions, the eligibility of players, the operation of the transfer market and the distribution of broadcasting
revenue. In addition, changes are being considered to address the financial sustainability of clubs such as more robust ownership rules and tests in relation to board directors and significant
shareholders. In particular, changes to football regulations designed to promote competition could have a significant impact on our business. Such changes could include changes to the distribution of
broadcasting income, changes to the relegation structure of English football and restrictions on player spending. In addition, rules designed to promote the development of local players, such as the
Home Grown Player Rule, which requires each Premier League club to include at least eight "home grown" players in their squads, could limit our ability to select players. Any of these changes could
make it more difficult for us to acquire top quality players and, therefore, adversely affect the performance of our first team.

Changes
in the format of the league and cup competitions in which our first team plays, or might in the future play, could have a negative impact on our results of operations. In
addition, in the event that new competitions are introduced to replace existing competitions (for example, a European league), our results of operations may be negatively affected.

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There could be a decline in our popularity or the popularity of football.

There can be no assurance that football will retain its popularity as a sport around the world and its status in the United Kingdom as
the so-called "national game," together with the associated levels of media coverage. In addition, we could suffer a decline in popularity. Any decline in popularity could result in lower
ticket sales, broadcasting revenue, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value of our securities, including our Class A ordinary
shares. Any one of these events or a combination of such events could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Risk Related to Our Indebtedness

Our indebtedness could adversely affect our financial health and competitive position.

As of 30 June 2012, we had total indebtedness of £436.9 million. On an as adjusted basis giving effect to the
use of proceeds from the IPO, we would have had total indebtedness of £374.3 million as of 30 June 2012. Our indebtedness increases the risk that we may be unable to generate
cash sufficient to pay amounts due in respect of our indebtedness. It could also have effects on our business. For example, it could:



In
addition, our existing revolving credit facility and the indenture governing our senior secured notes contain, and any agreements evidencing or governing other future indebtedness may
contain, certain restrictive covenants that will limit our ability to engage in certain activities that are in our long-term best interests (see "Our indebtedness may restrict
our ability to pursue our business strategies" below). We have not previously breached and are not in breach of any of the covenants under either of these facilities, however our failure to comply
with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

To service our indebtedness, we require cash, and our ability to generate cash is subject to many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability
to generate cash in the future. This, to a certain extent, is subject to the performance and popularity of our first team as well as general economic, financial, competitive, regulatory and other
factors that are beyond our control.

We
cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay
our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any
of our indebtedness on

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commercially
reasonable terms or at all. Failure to refinance our indebtedness on terms we believe to be acceptable could have a material adverse effect on our business, financial condition, results
of operations and cash flow.

Our indebtedness may restrict our ability to pursue our business strategies.

The indenture governing our senior secured notes and our revolving credit facility may limit our ability, among other things,
to:



Our
ability to comply with these covenants and restrictions may be affected by events beyond our control. If we breach any of these covenants or restrictions, we could be in default
under our senior secured notes and our revolving credit facility. This would permit the lending banks under our revolving credit facility to take certain actions, including declaring all amounts that
we have borrowed under our revolving credit facility and other indebtedness to be due and payable, together with accrued and unpaid interest. This would also result in an event of default under the
indenture governing our senior secured notes. Furthermore, lending banks could refuse to extend further credit under the revolving credit facility. If the debt under our revolving credit facility, our
senior secured notes or any other material financing arrangement that we enter into were to be accelerated, our assets, in particular liquid assets, may be insufficient to repay our indebtedness. The
occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

We are subject to interest rate risk in connection with borrowings under our revolving credit facility, which bears interest at
variable rates. Interest rate changes will not affect the market value of any debt incurred under such facility, but could impact the amount of our interest payments, and accordingly, our future
earnings and cash flow, assuming other factors are held constant. As of 30 June 2012, we had no variable rate indebtedness. In addition, we currently enter into interest rate swaps that involve
the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we cannot assure you that such hedging activities will be effective in fully mitigating
our interest rate risk.

Risks Related to Ownership of Our Class A Ordinary Shares

Because of its significant share ownership, our principal shareholder will be able to exert control over us and our significant corporate decisions.

The shares owned by our principal shareholder, Red Football LLC, represent approximately 98.7% of the voting power of our
outstanding capital stock. Each Class A ordinary share is entitled to one

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vote
per share and is not convertible into any other shares of our capital stock. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A
ordinary share at any time. In addition, our Class B ordinary shares will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events,
including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing at least 10% of the total number of Class A and
Class B ordinary shares outstanding. For special resolutions, which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain
outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the
aggregate, 67% of the voting power of all shareholders. As a result, our principal shareholder will have the ability to determine the outcome of all matters submitted to our shareholders for approval,
including the election and removal of directors and any merger, consolidation, or sale of all or substantially all of our assets. The interests of our principal shareholder might not coincide with the
interests of the other holders of our capital stock. This concentration of ownership may harm the value of our Class A ordinary shares, among other
things:



As a foreign private issuer and "controlled company" within the meaning of the New York Stock Exchange's corporate governance rules, we are permitted
to, and we will, rely on exemptions from certain of the New York Stock Exchange corporate governance standards, including the requirement that a majority of our board of directors consist of
independent directors. Our reliance on such exemptions may afford less protection to holders of our Class A ordinary shares.

The New York Stock Exchange's corporate governance rules require listed companies to have, among other things, a majority of
independent board members and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to, and
we will, follow home country practice in lieu of the above requirements. As long as we rely on the foreign private issuer exemption to certain of the New York Stock Exchange corporate governance
standards, a majority of the directors on our board of directors are not required to be independent directors, our remuneration committee is not required to be comprised entirely of independent
directors and we will not be required to have a nominating and corporate governance committee. Therefore, our board of director's approach to governance may be different from that of a board of
directors consisting of a majority of independent directors, and, as a result, the management oversight of our Company may be more limited than if we were subject to all of the New York Stock Exchange
corporate governance standards.

In
the event we no longer qualify as a foreign private issuer, we intend to rely on the "controlled company" exemption under the New York Stock Exchange corporate governance rules. A
"controlled company" under the New York Stock Exchange corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group or another company. Our
principal shareholder, Red Football LLC, controls a majority of the combined voting power of our outstanding ordinary shares, making us a "controlled company" within the meaning of the New York
Stock Exchange corporate governance rules. As a controlled company, we would be eligible to, and, in the event we no longer qualify as a foreign private issuer, we intend to, elect not to comply with
certain of the New York Stock Exchange corporate governance standards, including the requirement that a majority of directors on our board of directors are independent directors and the requirement
that our

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remuneration
committee and our nominating and corporate governance committee consist entirely of independent directors.

Accordingly,
our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the New York Stock Exchange corporate governance
standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

We are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make
our Class A ordinary shares less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we intend to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). We cannot predict if investors will find our
Class A ordinary shares less attractive because we will rely on these exemptions. If some investors find our Class A ordinary shares less attractive as a result, there may be a less
active trading market for our Class A ordinary shares and our share price may be more volatile.

In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with
new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides
that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The obligations associated with being a public company will require significant resources and management attention.

As a newly public company in the United States, we will incur legal, accounting and other expenses that we did not previously incur. We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Sarbanes-Oxley Act, the listing requirements of the New York Stock Exchange
and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult,
time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company." The Exchange Act requires that we file annual
and current reports with respect to
our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for
financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could
prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting
and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these
rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more
difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional
obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.

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In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial
compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a
result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and
higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may
result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with
new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may
initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.

For
as long as we are an "emerging growth company" under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the
effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years. Furthermore, after
the date we are no longer an emerging growth company, our independent registered public accounting firm will only be required to attest to the effectiveness of our internal control over financial
reporting depending on our market capitalization. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm
may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed,
operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation of the necessary procedures and practices related to
internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the
requirements of Section 404. Failure to comply with
Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial
reports and negatively affect our share price.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act, and therefore, we are not
required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under Rule 405, the determination of foreign
private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on
31 December 2012.

In
the future, we would lose our foreign private issuer status if a majority of our shareholders, directors or management are US citizens or residents and we fail to meet additional
requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain US regulatory provisions, our loss of foreign private issuer status would make
such provisions mandatory. The regulatory and compliance costs to us under US securities laws as a US domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be
required to file periodic reports and registration statements on US domestic issuer forms with the US Securities and Exchange Commission (the "SEC"), which are more detailed and extensive than the
forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual
basis with specific disclosure regarding

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the
domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, equity compensation) and potential payments in connection with change in control, retirement, death or
disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. We will also have to mandatorily comply with US
federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange
Act. We may also be required to modify certain of our policies to comply with good governance practices associated with US domestic issuers. Such conversion and modifications will involve additional
costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on US stock exchanges that are available to foreign private issuers.

Anti-takeover provisions in our organisational documents and Cayman Islands law may discourage or prevent a change of control, even if an
acquisition would be beneficial to our shareholders, which could depress the price of our Class A ordinary shares and prevent attempts by our shareholders to replace or remove our current
management.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals
that shareholders may consider to be in their best interests. In particular, our amended and restated memorandum and articles of association permit our board of directors to issue preference shares
from time to time, with such rights and preferences as they consider appropriate. Our board of directors could also authorize the issuance of preference shares with terms and conditions and under
circumstances that could have an effect of discouraging a takeover or other transaction. We are also subject to certain provisions under Cayman Islands law which could delay or prevent a change of
control. In particular, any merger, consolidation or amalgamation of the Company would require the active consent of our board of directors. Our board of directors may be appointed or removed by the
holders of the majority of the voting power of our ordinary shares (which is controlled by our principal shareholder). Together these provisions may make more difficult the removal of management and
may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our Class A ordinary shares.

Future sales of our Class A ordinary shares, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our Class A ordinary shares in the public market, or the perception that these sales could
occur, could adversely affect the price of our Class A ordinary shares and could impair our ability to raise capital through the sale of additional shares. We currently have 39,825,595 shares
of Class A ordinary shares outstanding. The Class A ordinary shares offered in our recent IPO are freely tradable without restriction under the Securities Act, except for any of our
Class A ordinary shares that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted
securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We,
our executive officers, directors and our principal shareholder have agreed, subject to specified exceptions, not to directly or indirectly sell, offer, contract or grant any option
to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Exchange Act; or otherwise dispose of
any ordinary shares, options or warrants to acquire ordinary shares, or securities exchangeable or exercisable for or convertible into ordinary shares currently or hereafter owned either of record or
beneficially; or publicly announce an intention to do any of the foregoing until February 5, 2013.

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All
of our Class A ordinary shares outstanding as of the date of this Annual Report may be sold in the public market by existing shareholders beginning on February 5, 2013,
subject to applicable limitations imposed under federal securities laws.

In
the future, we may also issue our securities if we need to raise capital in connection with a capital raise or acquisition. The amount of our Class A ordinary shares issued in
connection with a capital raise or acquisition could constitute a material portion of our then-outstanding Class A ordinary shares.

Our ability to pay dividends is subject to restrictions in our existing revolving credit facility, the indenture governing our senior secured notes,
results of operations, distributable reserves and solvency requirements; our Class A ordinary shares have no guaranteed dividends and holders of our Class A ordinary shares have no
recourse if dividends are not declared.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results
of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Furthermore,
neither of our Class A ordinary shares or Class B ordinary shares have any guaranteed dividends and holders of our Class A ordinary shares and holders of our Class B
ordinary shares have no recourse if dividends are not declared. Our ability to pay dividends on the Class A ordinary shares is limited by our existing revolving credit facility and the
indenture governing our senior secured notes, which contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends
do not exceed 50% of the cumulative consolidated net income of Red Football Limited Group, provided there is no event of default and Red Football Limited Group is able to meet the principal and
interest payments on its debt under a fixed charge coverage test. Our ability to pay dividends may be further restricted by the terms of any of our future debt or preferred securities. Additionally,
because we are a holding company, our ability to pay dividends on our Class A ordinary shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make
distributions to us, including restrictions under the terms of the agreements governing our indebtedness.

We do not currently intend to pay dividends on our Class A ordinary shares, and, consequently, your ability to achieve a return on an
investment in our Class A ordinary shares will depend on appreciation in the price of our Class A ordinary shares.

We do not currently intend to pay any cash dividends on our Class A ordinary shares for the foreseeable future. The payment of
any future dividends will be determined by the board of directors in light of conditions then existing, including our revenue, financial condition and capital requirements, business conditions,
corporate law requirements and other factors.

The rules of the Premier League and our amended and restated memorandum and articles of association impose certain limitations on shareholders'
ability to invest in more than one football club.

The rules of the Premier League prohibit any person who holds an interest of 10% or more of the total voting rights exercisable in a
Premier League football club from holding an interest in voting rights exercisable in any other Premier League football club. As a result, our amended and restated memorandum and articles of
association prohibit shareholders from holding (i) 10% or more of our Class A ordinary shares if they hold any interest in voting rights exercisable in another Premier League football
club and (ii) any Class A ordinary shares if they hold an interest of 10% or more of the total voting rights exercisable in another Premier League football club. In addition, under our
amended and restated memorandum and articles of association, if any shareholder is determined by us, at our absolute discretion, to be holding any Class A ordinary shares in violation of this
rule or the rules of certain other relevant governing bodies, we have the right to direct that shareholder to transfer those

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shares
to another person or, failing such transfer, we have the right to sell those shares to another person on behalf of that shareholder. Until such transfer or sale is effected, that shareholder
will not be entitled to receive or exercise any rights, benefits or privileges attaching to those Class A ordinary shares.

Exchange rate fluctuations may adversely affect the foreign currency value of the Class A ordinary shares and any dividends.

The Class A ordinary shares will be quoted in US dollars on the New York Stock Exchange. Our financial statements are prepared
in pound sterling. Fluctuations in the exchange rate between the pound sterling and the US dollar will affect, among other matters, the US dollar value of the Class A ordinary shares and of any
dividends.

The rights afforded to shareholders are governed by the laws of the Cayman Islands.

Our corporate affairs and the rights afforded to shareholders are governed by our amended and restated memorandum and articles of
association and by the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time (the "Companies Law") and common law of the Cayman Islands, and these rights
differ in certain respects from the rights of shareholders in typical US corporations. In particular, the laws of the Cayman Islands relating to the protection of the interests of minority
shareholders differ in some respects from those established under statutes or judicial precedent in existence in the United States. The laws of the Cayman Island provide only limited circumstances
under which shareholders of companies may bring derivative actions and (except in limited circumstances) do not afford appraisal rights to dissenting shareholders in the form typically available to
shareholders of a US corporation other than in limited circumstances in relation to certain mergers. A summary of Cayman Islands law on the protection of minority shareholders is set out in
"Item 10. Additional InformationB. Memorandum and Articles of Association and Other Share InformationDifferences in Corporate Law."

We believe that we will be treated as a US domestic corporation for US federal income tax purposes.

As discussed more fully under "Item 10. Additional InformationE. Taxation", because we chose to be organized as a
Cayman Islands corporation for reasons principally related to the corporate governance benefits this provides to our principal shareholder as described throughout this Annual Report, we believe we
will not be able to avoid treatment as a US domestic corporation for all purposes of the US Internal Revenue Code of 1986, as amended (the "Code"). As a result, the Company will be subject to US
federal income tax on its worldwide income. In addition, if the Company pays dividends to a Non-US Holder, as defined in the discussion under the heading "Material US Federal Income Tax
Consequences," it will be required to withhold US income tax at the rate of 30%, or such lower rate as may be provided in an applicable income tax treaty. Each investor should consult its own tax
adviser regarding the US federal income tax position of the Company and the tax consequences of holding the Class A ordinary shares.

It may be difficult to enforce a US judgment against us, our directors and officers and certain experts named in this Annual Report outside the
United States, or to assert US securities law claims outside of the United States.

The majority of our directors and executive officers are not residents of the United States, and the majority of our assets and the
assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other
jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert US securities law
claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a

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US
securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of
the jurisdiction in which the foreign court resides, and not US law, is applicable to the claim. Further, if US law is found to be applicable, the content of applicable US law must be proved as a
fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

In
particular, investors should be aware that there is uncertainty as to whether the courts of the Cayman Islands would recognize and enforce judgments of United States courts obtained
against us or our directors or management as well as against the selling shareholder predicated upon the civil liability provisions of the securities laws of the United States or any state in the
United States or entertain original actions brought in the Cayman Islands courts against us or our directors or officers as well as against the selling shareholder predicated upon the securities laws
of the United States or any state in the United States. As a result of the difficulty associated with enforcing a judgment against us, you may not be able to collect any damages awarded by either a US
or foreign court.

ITEM 4.    INFORMATION ON THE COMPANY

A.    HISTORY AND DEVELOPMENT OF THE COMPANY

General

We are one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth.
Through our 134-year heritage we have won 60 trophies, enabling us to develop what we believe is one of the world's leading brands and a global community of 659 million followers.
Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, new
media & mobile, broadcasting and matchday. We attract leading global companies such as Nike, Aon, DHL and General Motors (Chevrolet) that want access and exposure to our community of followers
and association with our brand.

Corporate Information

On 30 April 2012 Manchester United Ltd., an exempted company with limited liability, was incorporated under the Companies
Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. Exempted companies are Cayman Islands companies whose operations are conducted mainly outside the Cayman Islands.
On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc. Our principal executive office is located at Sir Matt Busby Way, Old Trafford, Manchester
M16 0RA, United Kingdom and our telephone number is +44 (0) 161 868 8000. Our website is www.manutd.com. Our agent in the United States is Corporation
Services Company, 1180 Avenue of the Americas, Suite 210, New York, New York 10036.

We
are a publicly traded company, listed on the New York Stock Exchange under the symbol "MANU".

Our Team's History

Founded in 1878 as Newton Heath L&YR Football Club, our club has operated for over 130 years. The team first entered the English
First Division, then the highest league in English football, for the start of the 1892-93 season. Our club name changed to Manchester United Football Club in 1902, and we won the first of
our 19 English League titles in 1908. In 1910, we moved to Old Trafford, our current stadium.

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In the late 1940s, we returned to on-field success, winning the FA Cup in 1948 and finishing within the top four league positions during each of the
first five seasons immediately following the Second World War. During the 1950s, we continued our on-field success under the leadership of manager Sir Matt Busby, who built a popular and
famous team based on youth players known as the "Busby Babes."

In
February 1958, an airplane crash resulted in the death of eight of our first team players. Global support and tributes followed this disaster as Busby galvanized the team around such
popular players as George Best, Bobby Charlton and Denis Law. Rebuilding of the club culminated with a victory in the 1968 European Cup final, becoming the first English club to win this title.

In
1986, our club appointed Sir Alex Ferguson as manager. In 1990, we won the FA Cup and began a period of success that has continued until the present day. Since 1992, we have won the
Premier League 12 times and have never finished lower than third place. In total, we have won a record 19 English League titles, a record 11 FA Cups, 4 League Cups, 3 European Champions Cups
and 1 FIFA Club World Cup, making us one of the most successful clubs in England.

Since
the inception of the Premier League in 1992, our club has enjoyed consistent success and growth with popular players such as Eric Cantona, David Beckham, Ryan Giggs, Paul Scholes,
Roy Keane,
Bryan Robson, Cristiano Ronaldo and Wayne Rooney. The popularity of these players, our distinguished tradition and history, and the on-field success of our first team have allowed us to
expand the club into a global brand with an international follower base.

The
following graph shows the success of our first team in the Premier League over the last 20 seasons:

FA Premier League Finishing Positions

GRAPHIC

Our
Old Trafford stadium, commonly known as "The Theatre of Dreams," was originally opened on February 19, 1910 with a capacity of approximately 80,000. During the Second World
War, Old Trafford was used by the military as a depot, and on March 11, 1941 was heavily damaged by a German bombing raid. The stadium was rebuilt following the war and reopened on
August 24, 1949. The addition of floodlighting, permitting evening matches, was completed in 1957 and a project to cover the stands with roofs was completed in 1959. After a series of additions
during the 1960s, 1970s and early

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1980s,
capacity at Old Trafford reached 56,385 in 1985. The conversion of the stadium to an all-seater reduced capacity to approximately 44,000 by 1992, the lowest in its history.
Thereafter, we began to expand capacity throughout the stadium, bringing capacity to approximately 58,000 by 1996, approximately 68,000 by 2000, and approximately 76,000 in 2006. Current capacity at
Old Trafford is 75,766.

The
following chart shows the historical success of our first team by trophies won:

FA Premier League/Football League Division One

FA Charity/Community Shield1908


1965


1997


2007

1908


1965


1993


20071911


1967


1999


2008

1911


1967


1994


20081952


1993


2000


2009

1952


1977


1996


20101956


1994


2001


2011

1956


1983


1997


20111957


1996


2003




1957


1990


2003FA Cup

Football League Cup1909


1977


1990


1999

1992


2006


2009


20101948


1983


1994


20041963


1985


1996




European Cup/UEFA Champions League1968


1999


2008FIFA Club World Cup

UEFA Super Cup2008










1991European Cup Winners' Cup

Intercontinental Cup1991










1999


For
information on the Group's principal capital expenditures and divestitures since the beginning of the last three financial years see "Item 5. Operating and Financial Review
and ProspectsE. Liquidity and Capital Resources".

For
information concerning the principal capital expenditures and divestitures currently in progress see "Item 5. Operating and Financial Review and ProspectsE.
Liquidity and Capital Resources."

B.    BUSINESS OVERVIEW

We operate and manage our business as a single reporting segmentthe operation of a professional sports team. We review our revenue through three
principal
sectorsCommercial, Broadcasting and Matchday. However, the Company's executive board manages the business as a whole, allocating resources and assessing performance based on a single
operating and reportable segment through which we conduct our business.

Commercial

Within the Commercial revenue sector, we have three revenue streams which monetise our global brand: sponsorship revenue; retail,
merchandising, apparel & product licensing revenue; and new media & mobile revenue. We believe these will be our fastest growing revenue streams over the next few years.



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Our
Commercial revenue was £117.6 million, £103.4 million and £77.3 million for each of the years ended 30 June 2012, 2011
and 2010, respectively, and grew at a compound annual growth rate of 23.3% from fiscal year 2010 through fiscal year 2012. The growth rate of our Commercial revenue from fiscal year 2010 to fiscal
year 2011 was 33.7% and from fiscal year 2011 to fiscal year 2012 was 13.7%. Our historical growth rates do not guarantee that we will achieve comparable rates in the future.

Our
other two revenue sectors, Broadcasting and Matchday, provide consistent cash flow and global media visibility that enables us to continue to invest in the success of the team and
expand our brand.

Broadcasting

We benefit from the distribution and broadcasting of live football content directly from the revenue we receive and indirectly through
increased global exposure for our commercial partners. Broadcasting revenue is derived from the global television rights relating to the Premier League, Champions League and other competitions. In
addition, our global television channel, MUTV, delivers Manchester United programming to 54 countries around the world. Our Broadcasting revenue was £104.0 million,
£117.2 million and £103.3 million for each of the years ended 30 June 2012, 2011 and 2010, respectively.

Matchday

We believe Old Trafford is one of the world's iconic sports venues. It currently seats 75,766 and we have averaged over 99% of
attendance capacity for our Premier League matches in each of the last 15 years. Our Matchday revenue was £98.7 million, £110.8 million and
£105.8 million for each of the years ended 30 June 2012, 2011 and 2010, respectively.

For
information on the seasonality of our business see "Item 5. Operating and Financial Review and ProspectsA. Key Factors Affecting Results of
OperationsSeasonality."

Industry Overview

Football is one of the most popular spectator sports on Earth. Global follower interest in football has enabled the sport to
commercialise its activities through sponsorship, retail, merchandising, apparel & product licensing, new media & mobile, broadcasting, and matchday. As a consequence, football
constitutes a significant portion of the overall global sports industry, according to AT Kearney.

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Football's
growth and increasing popularity are primarily a product of consumer demand for and interest in live sports, whether viewed in person at the venue or through television and
digital media. The sport's revenue growth has been driven by the appetite among consumers, advertisers and media distributors for access to and association with these live sports events, in particular
those featuring globally recognized teams.

The
major football leagues and clubs in England, Germany, Spain, Italy and France have established themselves as the leading global entities due to their history as well as their highly
developed television and advertising markets, according to AT Kearney. The combination of historical success and media development in the core European markets has helped to drive revenue, which in
turn enables those leagues to attract the best players in the world, further strengthening their appeal to followers.

As
television and digital media such as broadband internet and mobile extend their reach globally, the availability of and access to live games and other content of the leading European
leagues has increased and live games are now viewed worldwide. In addition, advances in new technology continue to both improve the television and digital media user experience and the effectiveness
of sponsorships and advertising on these platforms. These trends further strengthen the commercial benefit of associating with football for media distributors and advertisers and increase the global
opportunities for the sport.

Our Competitive Strengths

We believe our key competitive strengths are:



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Our Strategy

We aim to increase our revenue and profitability by expanding our high growth businesses that leverage our brand, global community and
marketing infrastructure. The key elements of our strategy are:



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Our Football Operations

Our football operations are primarily comprised of the following activities: our first team, our reserve team, our youth academy, our
global scouting networks, and other operations such as our sport science, medical and fitness operations at Carrington.

First team

Our first team plays professional football in the Premier League, domestic cup competitions in England including the FA Cup and League
Cup and, subject to qualifying, international cup competitions, including the Champions League.

Our
first team is led by our manager, supported by an assistant team manager and a club secretary, who in turn are supported by a team of approximately 90 individuals, including coaches
and scouts for both our first team and youth academy, medical and physiotherapy staff, sports science and performance and match analysis staff.

We
have 59 players under contract of whom 36 have made an appearance for our first team. The remaining players may play for the reserve team or youth academy teams but are being
developed such that they may make it to a starting position on our first team or the first team of other clubs. This structure has been put in place with the aim of developing some of the world's best
football players and maximizing our first team's chances of winning games, leagues and tournaments.

Domestic
transfers of players between football clubs are governed by the Premier League Rules and the FA Rules, which allow a professional player to enter into a contract with and be
registered to play for any club, and to receive a signing-on fee in connection with such contract. Players are permitted to move to another club during the term of their contract if both
clubs agree on such transfer. In such circumstances a compensation fee may be payable by the transferee club. FIFA Regulations on the Status and Transfer of Players (the "FIFA Regulations") govern
international transfers of players between clubs and may require the transferee club to distribute 5% of any compensation fee to the clubs that trained the relevant player. The transferor club in an
international transfer may also be entitled to receive payment of "training compensation" under the FIFA Regulations when certain conditions are met. If an out-of-contract
player (i.e., a player whose contract with a club has expired or has been terminated) wishes to play for another club, the player's former club will only be entitled to a compensation fee in a
domestic transfer, or a payment of training compensation under the FIFA Regulations in an international transfer, if certain conditions are satisfied, including conditions regarding the player's age
and requiring the former club to
offer the player a new contract on terms which are no less favorable than his current contract. Subject to limited exceptions, transfers of professional players may only take place during one of the
"transfer windows," which for the Premier League is the month of January and the period beginning on the day following the last Premier League match of the season and ending on 31 August of
that year.

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Our players enter into contracts with us that follow a prescribed model based on Football Association Premier League Limited rules. Players on our first team
typically also enter into an image rights agreement with us, which grants us rights to use their image. Our first team players generally enter into contracts of between two and five years' duration.

Youth academy

Our youth academy is a primary source of new talent for our first team as well as a means of developing players that may be sold to
generate transfer income. The aim of our youth academy is to create a flow of talent from the youth teams up to our first team. Over the past 15 years, over 60 players from our youth academy
have achieved a place on our first team, as compared to over 50 players from the transfer market, thereby saving us the expense of purchasing those players in the transfer market. Players in our youth
academy and reserve teams may be loaned to other clubs in order to develop and gain first team experience with those other clubs and enhance their transfer value. Players from our youth academy who do
not make it into our first team frequently achieve a place at another professional football club, thereby generating income from player loans and transfer fees.

Our
youth academy program consists of 11 junior teams ranging from under 9s to under 19s. Each team consists of 15 to 23 players, each of whom is assessed during the season.

Scouting network

Together with our youth academy, our scouting system is a source of our football talent. Through our scouting system, we recruit
players for both our first team and youth academy. Our scouting system consists of a professional network of staff who scout in general and for specific positions and age groups.

Our
scouting system was traditionally oriented towards the United Kingdom, but we have increasingly shifted our focus toward a more international approach in order to identify and
attract football players from the broadest talent pool possible.

Training facilities

We have invested significant resources into developing a performance center which contains advanced sports and science equipment. We
intend to further invest in our training facilities in the near future. We have highly experienced training staff working at the performance center, where we provide physiotherapy,
bio-mechanical analysis and nutritional guidance to our players as part of our drive to ensure that each player is able to achieve peak physical condition. We believe the quality of our
performance center differentiates our club from many of our competitors.

To
ensure that we continue to provide our players and medical staff with state-of-the-art technology and facilities, we expect to spend approximately
£5 million in the year ended 30 June 2013 in connection with further updating and expanding Carrington, our training facility.

REVENUE SECTORS

Commercial

Our Commercial revenue is primarily comprised of income from: sponsorship; retail, merchandising, apparel & product licensing;
and new media & mobile.

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Sponsorship

Our sponsorship agreements are negotiated directly by our commercial team. Our sponsors are granted various rights, which can
include:



Any
use of our intellectual property rights by sponsors is under license. However, we retain the ownership rights in our intellectual property.

Sponsorship development and strategy

We pursue our global and regional sponsorship deals through a developed infrastructure for commercial activities. We have a dedicated
sales team, recruited from three continents, located in Europe that focuses on developing commercial opportunities and sourcing new sponsors. We are in the process of opening offices in Asia and North
America. We target potential sponsors we believe will benefit from association with our brand and have the necessary financial resources to support an integrated marketing relationship. By cultivating
strong relationships with our sponsors, we generate significant revenue and leverage our sponsors co-branded marketing strategies to further grow our brand. We are successful in executing
a geographic and product categorized approach to selling our sponsorship rights.

We
offer category exclusivity on a global basis to companies within particular industries, such as automotive, beverage, airline and timepiece. We also offer sponsorship exclusivity
within a particular geography for certain industries, such as telecommunications, financial services, betting and food and beverages.

In
seeking any individual partnership, we aim to establish an indicative value for that sponsorship based on the prospective sponsor's industry and marketing objectives. We will only
pursue a sponsorship if we believe it reflects the value we deliver.

We
believe that certain key sectors play an active role in sports sponsorship. We have sponsors in a number of these sectors and we believe that there is significant potential to expand
this platform by selectively targeting companies within the remaining sectors and by growing revenue in existing sectors through additional sponsorship arrangements.

We
intend to continue to grow our sponsorship portfolio by developing and expanding our geographic and product category segmented approach, which will include partnering with additional
global and regional sponsors. Emerging markets such as Asia, which we expect to be a key focus for many of our prospective sponsors, will form an important element of our future sponsorship efforts.

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Our current sponsors

The following graph shows our annual sponsorship revenue for each of the last three fiscal years:

Sponsorship Revenue Growth

GRAPHIC

Note:
Sponsorship revenue does not include revenue generated from our agreement with Nike.

The
table below highlights some of our global and regional sponsors as of the date of this Annual Report:

Sponsor

Type of sponsorship

Product categoryAon

Global sponsor

Shirt sponsor, insurance affinityDHL

Global sponsor

Training apparel sponsorChevrolet

Global sponsor

AutomobileSingha

Global sponsor

BeerConcha y Toro

Global sponsor

WineThomas Cook

Global sponsor

TravelHublot

Global sponsor

TimepieceTurkish Airlines

Global sponsor

AirlineEpson

Global sponsor

Office equipmentHonda

Regional sponsor (Thailand)

MotorcyclesSmirnoff

Regional sponsor (Asia)

Beverage (responsible drinking partner)Bwin

Global sponsor

BettingToshiba Medical Systems

Global sponsor

Medical SystemsYanmar

Global sponsor

Marine Diesel Engine


Note:
Sponsorship revenue from Aon was £19.2 million, or 30.4% of our total sponsorship revenue, for the year ended 30 June 2012. Other than our shirt sponsorship agreements,
we are not party to any agreement with any sponsor that is expected to contribute more than 4% of our revenue in any fiscal year (based on revenue in fiscal year 2012).


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Sponsorship income from the Premier League

In addition to revenue from contracts that we negotiate ourselves, we receive revenue from sponsorship arrangements negotiated
collectively by the Premier League on behalf of its member teams. We receive, for example, income from the sale by the Premier League of the right to have a brand identity associated with the Premier
League competition. The current title sponsor is Barclays plc under a contract that will expire at the end of the 2012/13 season and pays the league £82.5 million over the
course of the three year contract. In July 2012, the Premier League entered into a new title sponsor agreement with Barclays plc that will expire at the end of the 2015/16 season and will pay
the league £120 million over the course of the three year
contract. Income from other commercial contracts negotiated by the Premier League is shared equally between the clubs that are to be in the Premier League for the season to which the income relates.
Our pro rata income received from the other commercial contracts negotiated by the Premier League is not material to the Company's results of operations.

Shirt sponsor

We are in the second season of a shirt sponsorship with Aon that is contracted through the end of the 2013/14 season. Under the
agreement, we grant Aon exclusive shirt sponsorship rights which include the right for Aon to have its logo on our playing and replica kit, the right to use our brand and intellectual property in
certain marketing campaigns as well as the right to advertise certain products at our stadium and in club media.

In
addition to our shirt sponsorship agreement, we have an affinity insurance agreement with Aon that covers the insurance category of our financial services affinity program. The shirt
sponsorship and affinity agreements were entered into on 24 and 27 May 2009, respectively, and expire on 30 June 2014 and 30 June 2015, respectively. Together, the agreements
guarantee an aggregate minimum of approximately £88 million in payments to the club. Shortly after signing, Aon made a payment to us of £34.3 million,
representing an advance payment of approximately £8.6 million for each year of the shirt sponsorship agreement. Termination of the affinity agreement is not inter-conditional with
the termination of the shirt sponsorship agreement. We retain the unilateral right to terminate either contract if the other is terminated. Our shirt sponsorship agreement with Vodafone provided for
revenue of approximately £8.0 million per year for the years ended 30 June 2000 through 30 June 2006 and our shirt sponsorship with AIG provided for revenue of
approximately £14.1 million per year for the years ended 30 June 2007 through 30 June 2010. The Vodafone and AIG shirt sponsorships included sponsorship rights to our
training kit while the Aon agreement does not; sponsorship rights to our training kit were sold in a separate agreement to DHL. Our shirt sponsorship contracts are an example of our demonstrated
ability to increase the value of our sponsorship relationships by either renewing our contract with an existing sponsor in return for increased payments or negotiating an agreement with a new sponsor
in the category for increased payments.

The
shirt sponsorship agreement gives Aon typical termination rights for a contract of this nature in respect of a material breach. In the event that Aon successfully terminates the
shirt sponsorship agreement for a material breach, we will be required to pay a termination payment to Aon in respect of the advance payment made by Aon. This payment is calculated by reference to the
number of days remaining in the contract's term and the initial down payment made by Aon.

On
26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt
sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the
first season, and will increase
by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season
under

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the
terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship
agreement is approximately $559 million.

Average Annual Payments Under  Recent Shirt Sponsorship Contracts

GRAPHIC



Training kit partner

As a continuation of our approach to categorizing our commercial rights, we are in the second season of a training kit partnership with
DHL. Our kit includes apparel worn by our players while training and while warming up prior to a match. The agreement was signed in August 2011. As part of this partnership, we upgraded DHL from our
global logistics sponsor to our training kit sponsor. Under the training kit partnership agreement, we grant DHL the rights to have its logo on
all training kit worn by the team as well as replica training kit, which provides DHL with both significant media exposure and a significant retail presence. We also grant DHL the right to use our
brand and intellectual property in certain marketing campaigns as well as the right to advertise certain products in our stadium and club media. We have successfully negotiated an early buyout of our
training kit agreement with DHL effective 30 June 2013. DHL will then continue as our global logistics sponsor. The significantly increased value of agreements concluded since entering into
this agreement, such as our recent $559 million world record shirt sponsorship with General Motors, leads us to believe that there should be strategic opportunities to further optimize the
value of these rights.

Global, regional and supplier sponsors

In addition to revenue from our shirt and training kit sponsors, we generated a further £28.6 million in the year
ended 30 June 2012 from global, regional and supplier sponsors. The length of these sponsorship deals is generally between two and five years. The majority of these sponsorship deals have
minimum revenue guarantees and some have additional revenue sharing arrangements.

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Global
sponsors are granted certain marketing and promotion rights with respect to our brand and intellectual property as well as exposure on our media, such as digital perimeter boards
at Old Trafford, MUTV and our website. These rights are granted on a global basis and are exclusive by category. Regional sponsors are granted certain marketing and promotion rights and media
exposure, however these rights are granted for a limited number of territories. Regional sponsors are able to use the rights in their designated territory on an exclusive basis, however they are not
granted global category exclusivity. Examples of our regional sponsors include Saudi Telecom Company, Smirnoff, Honda and Telekom Malaysia.

Financial services affinity sponsorship

There is a significant growth opportunity to further develop Manchester United branded financial services products. These financial
services products include credit cards and debit cards. We believe there are key commercial opportunities with credit and debit cards, which are particularly attractive as credit and debit cards also
serve as a means of follower expression and loyalty.
Depending on the product category, we pursue affinity agreements on a territory specific or regional basis.

Exhibition games and promotional tours

We conduct exhibition games and promotional tours on a global basis. Our promotional tours enable us to engage with our followers,
support the marketing objectives of our sponsors and extend the reach of our brand in strategic markets. These promotional tours are in addition to our competitive matches and take place during the
summer months or during gaps in the football season. Over the last three years, we have played 15 exhibition games in the United States, Canada, Ireland, Mexico, Malaysia, South Korea and China.

We
receive a share of the ticket revenue as well as license fees for the television broadcast and digital media distribution of each exhibition game. We also generate revenue from tour
sponsorship opportunities sold to existing and new partners. During the 2011/12 season, our promotional exhibition games and promotional tours generated £6.3 million of revenue. We
believe promotional tours represent a significant growth opportunity as we continue to play exhibition games around the world.

Retail, Merchandising, Apparel & Product Licensing

Unlike American teams in the NFL, MLB and NHL, Manchester United retains full control of the use and monetisation of its intellectual
property rights worldwide in the areas of retail, merchandising, apparel & product licensing.

Our
retail, merchandising, apparel & product licensing business is currently managed by Nike. We are in the eleventh year of a 13 year agreement with Nike, which guarantees
an aggregate minimum of £303 million in sponsorship and licensing fees to the club, subject to certain reductions discussed below. Under the terms of the agreement, we granted Nike
an exclusive license to exploit certain of our intellectual property, retail, promotional and image rights, subject to certain exceptions. Nike has incorporated a subsidiary, Manchester United
Merchandising Limited ("MUML"), to which it has granted a sublicense in respect of those certain rights. Nike supplies our playing kit and, through MUML, operates our global product
licensing, merchandising and the retail operations. A range of products, including the replica kit, training wear and other apparel are sold through the club store at Old Trafford as well as retail
outlets throughout the world.

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In addition, net profits (over and above sponsorship and licensing fees) generated by Nike from the licensing, merchandising, and retail operations are shared
equally between us and Nike over the duration of the contract. We recognise revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future
performance of the contract can be obtained and only to the extent that the recognized amount of the profit share is considered probable on a cumulative basis at the end of the contract following the
2014/15 season. Since the 2009/10 season, we have invested in staff and resources dedicated to maximizing cumulative profits and worked closely with Nike to grow the revenue and profit of this
merchandising business.

Payments
due to us from Nike under the agreement may be affected by the performance of our first team. The amount payable in any particular year may be reduced under various
circumstances, including among other things, if our first team is relegated from the Premier League or fails to qualify for certain European competitions. The amount of the reduction in payment
depends upon the circumstances, but the maximum possible reduction would be £6.35 million per season if our first team is relegated from the Premier League.

The
agreement with Nike is subject to typical reciprocal termination provisions for a contract of this nature in respect of material breach and insolvency. Nike may also terminate the
agreement upon certain events occurring, including Manchester United ceasing to exercise authority over the management and operations of our teams and our first team being banned from any national or
international competition for two or more seasons.

Retail

In addition to our flagship retail store at Old Trafford, Manchester United branded retail locations have recently opened in Singapore,
Macau, Thailand and India. Nike currently manages our retail stores under our agreement with them. We plan to expand our global retail footprint over the next several years.

Merchandising & product licensing

MUML currently has over 200 licensees serving over 130 countries. These licensees produce a wide range of Manchester United products
like mugs, bedding and toys, which are highly sought after by our followers around the world. Under our product licensing agreements, we receive royalties from the sales of specific Manchester United
branded products. Under some product licensing agreements, we receive a minimum guaranteed payment from the licensee. Some licensees are granted exclusive rights under specific product categories on a
global basis; others are granted exclusive rights under specific product categories, but only within a specific country or geographic region. Some licensees are permitted to sublicense within their
geographic region.

Wholesale apparel

Replica uniforms, training wear

The Manchester United jersey and training wear are completely redesigned for each season. The annual launch of the new jersey is always
a much-anticipated day for our global community of followers. The result is a robust wholesale apparel business that sold over 5 million items of Manchester United branded licensed
products, including 2 million replica jerseys, around the world in the last year.

E-commerce

We currently have an arrangement for online retailing with Kitbag and our official online store is branded as "United Direct." The
store sells a range of Manchester United branded merchandise

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including
official replica kit and other clothing from Nike. In addition, we offer a broad range of other apparel, equipment such as balls, luggage and other accessories, homewares such as bedroom,
kitchen and bathroom accessories, and collectibles, souvenirs and other gifts. We currently receive a royalty amounting to a percentage of gross sales of the merchandise sales generated online.

We
believe there is a significant opportunity for us to expand our e-commerce capabilities through improved digital shopping experiences, greater product availability and
more efficient fulfillment. Specifically, we intend to improve our ability to target merchandise offerings to our followers using their stated preferences and historical behavior. In addition, we will
enable global and regional product delivery and payment collection. We plan to develop partnerships with companies that have expertise in e-commerce, logistics and distribution by region
in order to grow our online retailing and integrate it across our new media and mobile platforms.

New Media & Mobile

Digital media

Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 42 countries. Our website,
www.manutd.com, is published in 7 languages and over the last 12 months attracted an average of more than 5 million unique users and
approximately 62 million page views per month. We use our website, which incorporates e-commerce and video subscription services, to communicate with our followers, promote
the Manchester United brand and provide a platform for our sponsors to reach our global audience. Our Facebook page currently has over 27.2 million connections and is one of the most highly
followed and user engaged brand pages. The following graph shows the growth in the number of Facebook connections since July 2010:

GRAPHIC

---

The
proliferation of digital television, broadband internet, smartphones, mobile applications and social media globally provides our business with many opportunities to extend the reach
of our content. Specifically, we intend to use our website and other digital media platforms for direct-to-consumer

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businesses,
including selling premium services such as international digital memberships, video and exclusive content subscriptions, other media services and e-commerce. We will also
continue to leverage our digital media platform to generate customer data and information as well as follower profiles of commercial value to us, our sponsors and our media partners. We believe that
in the future, digital media will be one of the primary means through which we engage and interact with our follower base.

Content and localization

Our digital media properties are an increasingly important means through which we engage with our international fan base. In the United
Kingdom, coverage of Manchester United and the Premier League is prevalent in print, television and digital media. We believe we face less competition in international markets for Manchester United
coverage and can therefore attract and retain a greater portion of our followers to our own digital media offering. To take advantage of that opportunity, we will increasingly seek to develop
additional premium and exclusive content to enhance the proposition for our followers, members and paid subscribers around the world. Our followers generally prefer to consume our content in their
language and context. We believe we can effectively deliver tailored services to our followers globally through various language offerings, geographic targeting and personalized content.

We
currently have international language websites in English, Spanish, French, Arabic, Chinese, Korean and Japanese, which enable us to engage with our followers in their native
language. We intend to develop further international language websites with Portuguese, Indonesian/Bahasa and Thai as our initial priorities, given the significant number of our followers who use
those languages. In addition to translating the content from our English language offerings, we intend to develop tailored content for each of the above languages. We believe this localization will
enhance the relevance of our content for our followers, improve the level of follower engagement and increase the revenue generating potential of our digital media offerings.

Mobile services and applications

We currently offer digital content to mobile devices under our "MU Mobile" brand. Users can access content and a video service via an
"MU Mobile" wireless application protocol or mobile site.

We
have entered into regional agreements with mobile operators to whom we grant rights to operate our "MU Mobile" service in 44 countries. These rights include the permission to deliver
Manchester United content to customers on a territory-exclusive basis and certain intellectual property rights to market and promote the service in the relevant region. The content provided includes
highlight clips, match and news text alerts, ringtones and wallpapers. Our mobile and telecommunications partners operate the service on a geographically exclusive basis and use our intellectual
property to drive awareness of their brands and product offerings. These partnerships are

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based
on contracts lasting from two to five years. The following graph shows the growth in number of countries where MU Mobile service has become available over the last four years:

Number of Countries with MU Mobile Service

GRAPHIC

We
have granted rights to operate our "MU Mobile" service in an additional 2 countries in 2012/2013, for a total of 44 countries as follows:

 Bahrain

 Hong Kong

 Malaysia

 South Africa Bangladesh

 India

 Niger

 Sri Lanka Benin

 Indonesia

 Nigeria

 Swaziland Botswana

 Iraq

 Oman

 Syria Bulgaria

 Jordan

 Pakistan

 Tanzania Burkina Faso

 Kenya

 Qatar

 Turkey Cambodia

 Kuwait

 Republic of the
Congo

 United Arab
Emirates Chad

 Laos

 Rwanda

 Uganda Democratic
Republic of the Congo

 Lebanon

 Saudi
Arabia

 Vietnam Gabon

 Madagascar

 Seychelles

 Yemen Ghana

 Malawi

 Sierra Leone

 Zambia


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Mobile Revenue Growth

GRAPHIC

There
has been a significant increase in the prevalence of broadband mobile and video-enabled mobile devices in recent years. Mobile devices such as the Apple iPhone and those based on
the Android operating system enable consumers to browse the internet, watch video, access dedicated applications and conduct e-commerce through their mobile device. As a consequence, our
followers are increasingly seeking to access our website and other content via mobile devices.

We
intend to develop multi-platform mobile sites and mobile applications that will facilitate access for our followers to our content across a range of devices and carriers in order to
meet global demand.

Video on demand

The proliferation of broadband internet and mobile access also allows us to offer video on demand to our followers around the world. We
currently offer a basic video on demand service branded "MUTV Online" which provides subscribers with limited access to match highlights, and club news bulletins.

Going
forward, however, we intend to leverage the strength of our MUTV platform to generate improved and localized content such as high definition highlights, customized highlights and
features on the club's players. We intend to distribute this content on a subscription and pay-per-view basis. Depending on the market, we may offer video on demand services
via our media partners as part of a comprehensive suite of media rights as well as on a direct-to-consumer basis from us.

Social media

With 659 million followers worldwide, we believe there is a significant opportunity to leverage the capabilities of social media
platforms to augment our relationships with our followers around the world. By establishing an official presence on these platforms, we believe we will be able to deepen the connections with our
follower base and improve our ability to market and sell products and services to our followers.

We
currently have over 27.2 million connections on our Facebook page. We use Facebook as a means to communicate news and other updates, engage with our followers, identify active
followers, solicit feedback from our users, tailor future digital media offerings and enhance the overall follower

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experience.
While there is no guarantee that our Facebook connections will continue to grow at comparable rates in the future, we believe Facebook will provide an increasing source of traffic to our
club branded digital media services and e-commerce properties, which will enhance our ability to convert them into customers through international memberships, video on demand
subscriptions and e-commerce.

Beyond
Facebook, we intend to expand our reach through different social media platforms by launching additional Manchester United branded presences on global platforms as well as
regional and language-specific platforms. For example, in China, this may include microblogs such as QQ and Sina Weibo, video sharing platforms such as Youku and Tudou, as well as social networking
websites such as QQ and RenRen. We believe this expansion will enable us to broaden the reach of our brand and the content we produce as well as enhance our engagement with followers in many of our
key international and emerging markets.

Customer relationship management

One of our ongoing strategic objectives is to further develop our understanding of and deepen the relationships with our followers. We
operate a customer relationship management ("CRM") program in order to better understand the size, location, demographics and characteristics of our follower base on an aggregated basis. Our CRM
program enables us to more effectively target our product and service offerings such as digital subscription services, merchandise and tickets. A deep understanding of our follower base is also
valuable to sponsors and media partners who seek to access specific customer categories with targeted and relevant advertising.

Broadcasting

Broadcasting includes all revenue covering domestic and international television and radio rights to the Premier League, the Champions
League and domestic cup competitions. Revenue from the sale of television rights are represented by both free television and pay television worldwide. In addition, our global television channel, MUTV,
delivers Manchester United programming to 54 countries around the world.

Broadcasting
revenue including, in some cases, prize money received by us in respect of the various competitions will vary from year to year. This is partly due to the fact that the
total amount available from each competition will vary and partly because our share of the total amount is based on the level of success of our first team in those competitions.

In
respect of the Premier League, media agreements are typically three years in duration and are collectively negotiated and entered into with media distributors by the Premier League on
behalf of the member clubs. Under the agreements, broadcasting revenue for each season is typically shared between the clubs that are to be in the Premier League for the season and the clubs that were
relegated from the Premier League in prior seasons. After certain deductions approved by the Premier League (for example, donations to "grass roots" development), the income from the sale of the
United Kingdom television rights is allocated to the current and relegated clubs according to a formula based on, among other things, finishing position in the league. Income from the sale of the
rights to televise Premier League matches by broadcast and radio is shared equally between the current clubs. Since the inception of the Premier League in 1992, we have been among the top two clubs in
earnings from these sources each season.

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In the Champions League, media agreements are typically three years in duration and are collectively negotiated and entered into by UEFA on behalf of the
participating clubs. Each club receives a fixed amount for qualifying for the group stage, representing a significant portion of the total, and an additional amount for each match played as well as a
bonus based on its performance in the group and qualification for the round of 16, quarter-finals, and semi-finals. The runner-up and winner of the competition also earn
additional amounts. In the 2011/12 season, each club received a total of €7.2 million in participation and match bonuses. In addition, each club had the potential to earn up to
€4.8 million in performance bonuses. Qualification for the round of 16 was worth an additional €3.0 million per club, an additional
€3.3 million per club for the quarter-finals, and an additional €4.2 million per club for the semi-finals. The runner-up of the
competition earned an additional €5.6 million and the winner earned an additional €9.0 million.

A
second and third component of revenue is determined by a club's position in its domestic league at the end of the previous season as well as its performance in the Champions League in
the current season relative to other clubs from its home country.

Some
of the broadcasting revenue in certain of the competitions in which our first team competes is distributed in the form of prize money. Therefore, depending on the performance of our
first team in certain competitions, we may be awarded some of this prize money.

MUTV

MUTV is the global television channel for Manchester United and is broadcast in 54 countries. MUTV broadcasts a wide variety of content
which is compelling to our global community of followers, including news, game highlights, and exclusive "behind the scenes" coverage our club.

Depending
on the market, we may offer our suite of media rights as a bundle giving exclusive access to one multi-platform media provider or offer MUTV as a single product to television
distributors. MUTV features a range of content generated from its own production facilities.

In
the United Kingdom, MUTV is offered directly to consumers through the Sky and Virgin Media distribution platforms. Outside the United Kingdom, we offer MUTV through distribution
partners as part of a suite of media rights, which can be purchased on a bundled or selective basis and can include certain promotional rights.

MUTV
was founded in 1997 to be a dedicated television channel for the club. MUTV Limited, the owner of MUTV, was originally an equal equity interest joint venture between us, Sky
Ventures Limited, a wholly-owned subsidiary of Sky, and ITV plc. This partnership was originally envisaged to be one in which Manchester United provided the intellectual property and content,
ITV plc provided production capability, and Sky provided the distribution capability. We bought ITV plc's one-third share in MUTV Limited in November 2007 and now own 66.7%
of MUTV Limited. MUTV generates its own content and operates its own production capability.

On
27 May 2010, we entered into a letter agreement with MUTV to acquire MUTV's international distribution rights for a period of three years from 1 June 2010 through
31 May 2013. Although the letter agreement was stated to be subject to a long-form contract to be concluded by 25 June 2010, both we and MUTV have been operating, and
continue to operate, on the basis of the letter agreement. Acquiring MUTV's international distribution rights has supported us in establishing direct relationships with media, television and
telecommunications providers around the world. The letter agreement contains a recurring option for us to extend its term for successive periods of three years. The financial terms for the three year
periods from 1 June 2013 through 31 May 2016, from 1 June 2016 through 31 May 2019 and from 1 June 2019 through 31 May 2022 are based on the financial terms
for the period from 1 June 2010 through 31 May 2013 (subject to a formula-based

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adjustment).
The letter agreement allows for a financial review to take place in June 2021 (to take effect from 1 June 2022).

MUTV
features a range of content, the primary categories of which are:



The
following is a list of all countries where MUTV coverage is provided as of the date of this Annual Report.

MUTV Distribution Partner Coverage

 Angola

 Dominican
Republic

 Iceland

 Mozambique

 Seychelles Australia

 El Salvador

 Italy

 Nicaragua

 Sierra Leone Benin

 Eritrea

 Ivory Coast

 New Zealand

 Singapore Brazil

 Ethiopia

 Kenya

 Niger

 South Africa Burundi

 Gambia

 Liberia

 Nigeria

 South Korea Burkina Faso

 Ghana

 Malawi

 Norway

 Tanzania Cameroon

 Guinea

 Malaysia

 Panama

 Thailand Cape Verde

 Guinea-Bissau

 Mali

 Poland

 Togo Costa Rica

 Guatemala

 Malta

 Portugal

 Uganda Cyprus

 Honduras

 Mauritius

 Rwanda

 Zambia Czech Republic

 Hong Kong

 Mexico

 Senegal


Matchday

Our stadium, which we own, is called Old Trafford and is known as "The Theatre of Dreams." We believe Old Trafford is one of the most
famous and historic stadiums in the world. Football followers travel from all over the world to attend a match at Old Trafford. Old Trafford is now the largest football club stadium in the United
Kingdom, with a capacity of 75,766, and has one of the highest attendance rates of any football club in the Premier League. The stadium has been completely renovated and has all the modern luxuries of
any new stadium, including 155 luxury boxes, approximately 8,000 executive club seats, 15 restaurants and 4 sports bars.

We
have one of the highest capacity utilisations among English clubs, with an average attendance for our home Premier League matches of 99% for each season since the 1997/98 season. The
substantial majority of our tickets are sold to both general admission and executive season ticket holders, the majority of whom pay for all their tickets in advance of the first game of the season.
We also derive revenue from the sale of hospitality packages, food, drinks, event parking and programs on matchdays.

Other
Matchday revenue includes matchday catering, event parking, program sales as well as membership and travel, Manchester United Museum revenue and a share of the ticket revenue from
away matches in domestic cup competitions. Matchday revenue also includes revenue from other events hosted at Old Trafford, including other sporting events (including football matches as part of the
London 2012 Olympic Games and the annual Rugby Super League Grand Final), music concerts and entertainment events.

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We
aim to maximise ticket revenue by enhancing the mix of experiences available at each game and providing a range of options from general admission tickets to multi-seat
facilities and hospitality suites. In particular, we have recently increased overall Matchday revenue by restructuring the composition of our stadium, with an emphasis on developing hospitality
facilities which sell at a higher price and improve our margins. As part of this effort, we have invested in new and refurbished multi-seat hospitality suites as well as improvements to
our single-seat facilities. We expect our enhancements to our hospitality facilities to continue to be a key driver of our profit from matchday sales going forward.

Manchester United Museum

The Manchester United Museum is located within Old Trafford. It chronicles Manchester United's 134-year history. In
addition, it houses the club's most precious artifacts and trophies. In 2011/12, approximately 343,000 people visited the Manchester United Museum making our museum the most visited football club
museum in the United Kingdom.

Membership Program

We also operate a membership program. Individuals who become Official Members have the opportunity to apply for tickets to all home
matches. Adult Official Members pay £30 per season to join the scheme while persons over the age of 65 and under the age of 18 receive a discount.

CUSTOMERS

Our top five customers, measured in terms of credit exposure, represented 50.1%, 51.5% and 57.7% of our total revenue in each of the
years ended 30 June 2012, 2011 and 2010, respectively. Our material customers are the Premier League, UEFA, Nike and Aon. We are exposed to credit related losses in the event of
non-performance by counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts. Our top customer, measured in terms of credit exposure,
is the Premier League, who represented 19.9%, 19.1% and 19.5% of our total revenue in each of the years ended 30 June 2012, 2011 and 2010, respectively. Our second largest customer, measured in
terms of credit exposure, is UEFA, who represented 10.6%, 15.4% and 14.2% of our total revenue in each of the years ended 30 June 2012, 2011 and 2010, respectively.

UEFA FINANCIAL FAIR PLAY REGULATIONS

On 27 May 2010, UEFA adopted the "UEFA Club Licensing and Financial Fair Play Regulations," which are intended to ensure the
financial self-sufficiency and sustainability of football clubs by discouraging them from continually operating at a loss, introduce
more discipline and rationality on club finances, ensure that clubs settle their liabilities on a timely basis and encouraging long term investment in youth development and sporting infrastructure.

The
regulations contain a "break-even" rule aimed at encouraging football clubs to operate on the basis of their own revenue. Therefore, owner investments of equity will be
allowed only within the acceptable deviation thresholds, as described below.

In
addition, the regulations provide that football clubs who are granted a license by their national association will then be required to comply with a "monitoring" process. The
monitoring process will involve the submission of certain financial information (a break-even test and payables analysis) to the Club Financial Control Body ("CFCB"). The CFCB is part of
UEFA's Organs for the Administration of Justice and comprises a team of independent financial and legal experts. The CFCB will review financial submissions and decide what sanctions, if any, to apply
to non-compliant clubs. Any appeal must be made directly to the Court of Arbitration for Sport. Potential sanctions for non-compliance with the Financial Fair Play rules
include a reprimand/warning, withholding of prize money, fines,

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prohibition
on registering new players for UEFA competitions and ultimately exclusion from European competitions.

The
first break-even assessment will begin ahead of registration for the 2013/14 season. The break-even assessment will be based on the sum of financial
information for the three seasons prior to the assessment date with the exception of the first assessment for the 2013/14 season which will take into consideration the financial statements for
football club fiscal years ending in 2012 and 2013. Monitoring of overdue payables commenced from June 2011. The first sanctions may be applied from the 2014/15 season.

With
respect to the "break-even" rule, a club must demonstrate that its relevant "football" income is equal to or exceeds its "football" expenses. The permitted level of
deficit is limited to just €5 million; however, in order to transition clubs into the new regime, UEFA has established higher deficit amounts for the three year cumulative
period (two years for the first test), which decrease over time, and are only available if the deficit is reduced to the permitted €5 million by equity contributions by equity
participants and/or related parties. The transition deficit thresholds are:



Any
club which exceeds the transitional deficit amounts will automatically be in breach of the "break-even" rule, irrespective of any equity contributions. However, for the
first two monitoring periods only (i.e. 2013/14 and 2014/15) UEFA will also consider (1) if the quantum and trend of losses is improving; (2) if the over-spend is
caused by the deficit in 2011/12 which in turn is due to wages of players that were contracted before June 2010 (when the fair-play rules were approved); and (3) impact of changes
in exchange rates.

We
already operate within the financial fair play regulations, and as a result we believe we are in a position to benefit from our strong revenue and cost control relative to other
European clubs and continue to attract some of the best players in the coming years.

SOCIAL RESPONSIBILITY

The Manchester United Foundation

We are committed to a wide-ranging corporate social responsibility program through the Manchester United Foundation. The
work of the Foundation is divided into three areas: (i) local community initiatives such as the Football in the Community program, which has provided training and support to residents of
Greater Manchester; (ii) our global charitable partnership with UNICEF; and (iii) partnerships with local charities The Christie and Francis House Children's Hospice to assist in their
initiatives and fundraising. United for UNICEF, the international
charity partnership between Manchester United and UNICEF, has had a positive impact on the lives of over 1.5 million children in countries across the globe, including China, India, Thailand,
Laos, Vietnam, South Africa, Mozambique, Afghanistan and Iraq. The projects supported have included work with children affected by emergencies like the 2004 tsunami in Thailand and those living in
poverty, often with no access to education and at risk from exploitation.

INTELLECTUAL PROPERTY

We consider intellectual property to be important to the operation of our business, and critical to driving growth in our Commercial
revenue, particularly with respect to sponsorship revenue. Certain of our commercial partners have rights to use our intellectual property. In order to protect our brand we

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generally
have contractual rights to approve uses of our intellectual property by our commercial partners.

We
consider our brand to be a key business asset and therefore have a portfolio of Manchester United related registered trademarks and trademark applications, with an emphasis on seeking
and maintaining trademark registrations for the words "Manchester United" and the club crest. We also actively procure copyright protection and copyright ownership of materials such as literary works,
logos, photographic images and audio visual footage.

Enforcement
of our trademark rights is important in maintaining the value of the Manchester United brand. There are numerous instances of third parties infringing our trademarks, for
example, through the manufacture and sale of counterfeit products. While it would be cost-prohibitive to take action in all instances, our aim is to consistently reduce the number of
Manchester United related trademark infringements by carrying out coordinated, cost-effective enforcement action on a global basis following investigation of suspected trademark
infringements. Enforcement action takes a variety of forms. In the United Kingdom, we work with enforcement authorities such as trading standards and customs authorities to seize counterfeit goods and
to stop the activities of unauthorized sellers. Overseas enforcement action is taken by approved lawyers and investigators. Those lawyers and investigators are instructed to work with, where feasible,
representatives of other football clubs and brands that are experiencing similar issues within the relevant country in order that our enforcement action costs can be minimized as far as possible. We
also work with the Premier League in respect of infringements that affect multiple Premier League clubs, in particular in Asia. We also take direct legal
action against infringers, for example, by issuing cease and desist letters or seeking compensation when we consider that it is appropriate to do so.

In
relation to materials for which copyright protection is available (such as literary works, logos, photographic images and audio visual footage), our current practice is generally to
secure copyright ownership where possible and appropriate. For example, where we are working with third parties and copyright protected materials are being created, we generally try to secure an
assignment of the relevant copyright as part of the commercial contract. However, it is not always possible to secure copyright ownership. For example, in the case of audio visual footage relating to
football competitions, copyright will generally vest in the competition organizer and any exploitation by Manchester United Limited (UK) of such footage will be the subject of a license from the
competition organiser.

As
part of our ongoing investment into intellectual property, we are in the process of implementing a program that is designed to detect intellectual property infringement in a digital
environment and to facilitate taking action against infringers.

COMPETITION

From a business perspective, we compete across many different industries and within many different markets. We believe our primary
sources of competition include, but are not limited to:



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As
a result, we do not believe there is any single market for which we have a well-defined group of competitors.

C.    GROUP ORGANISATIONAL STRUCTURE

Our directly or indirectly wholly-owned material subsidiaries include the following, all of which are companies incorporated in England and Wales: Red Football
Holdings Limited, Red Football
Shareholder Limited, Red Football Joint Venture Limited, Red Football Limited, Red Football Junior Limited, Manchester United Football Club Limited, MU Interactive Limited, Alderley Urban Investments
Limited, MU Finance plc, and Manchester United Limited. We also own approximately 66.7% of MUTV Limited, a company incorporated in England and Wales, the other 33.3% of which is owned by Sky
Ventures Limited.

D.    PROPERTY, PLANT AND EQUIPMENT

We own or lease property dedicated to our football and other operations. The most significant of our real properties is Old Trafford. The following table sets out
our key owned and leased properties. In connection with our revolving credit facility and our senior secured notes, several of our owned properties, including Old Trafford are encumbered with land
charges as security for all obligations under those agreements, although: (a) Manchester International Freight Terminal is not encumbered as it has already been given as security under the
Alderley Facility (see "Item 5Operating and Financial Review and ProspectsB. Liquidity and Capital Resources); and (b) the Carrington Training Ground is not
encumbered.

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Key property and location

Primary function

Owned/leased

Owner/lessor

Area(approx. m2)Old Trafford Football
Stadium, Manchester,
Lancashire

Football stadium

Owned (freehold)

Manchester United Limited


205,000Carrington Training
Ground, Carrington,
Trafford

Football training facility

Owned (freehold)

Manchester United Limited


440,000Littleton Road Training
Ground, Salford

Football training facility

Owned (freehold)

Manchester United Limited


84,000The Cliff, Lower
Broughton Road,
Salford

Football training facility

Owned (freehold)

Manchester United Limited


28,000Manchester International
Freight Terminal,
Westinghouse Road
Trafford Park,
Manchester

Investment Property

Leased (through March 2071)

Alderley Urban Investments Limited


107,000Land and buildings at
Wharfside, Trafford Park,
Manchester

Investment Property

Owned (freehold)

Manchester United Limited


27,100Land and buildings on
the southwest side of
Trafford Wharf Road,
Manchester

Offices and Car Parking

Owned (freehold)

Manchester United Limited


23,000Land and buildings at
Canalside, Trafford Park,
Manchester

Investment Property

Owned (freehold)

Manchester United Limited


10,800Office space, central
London

Offices

Leased (through March 2021)

Manchester United Limited


1,100Office space, central
Hong Kong

Offices

Leased (through September 2014)

Manchester United Limited


500


ITEM 4A.    UNRESOLVED STAFF COMMENTS

None.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with our consolidated financial statements and notes
included elsewhere in this Annual Report.

A.    OPERATING RESULTS

Revenue

We operate and manage our business as a single reporting segmentthe operation of a professional sports team. We review our
revenue through three principal sectorsCommercial, Broadcasting and Matchdayand within the Commercial revenue sector, we have three revenue streams which monetize our global
brand: sponsorship revenue; retail, merchandising, apparel & product licensing revenue; and new media & mobile revenue.

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Commercial

Our fastest growing source of revenue is derived from sponsors and commercial partners. We generate our Commercial revenue with low
fixed costs and small incremental costs for each additional sponsor, making our commercial operations a relatively high margin and scalable part of our business and a principal driver of growth for
our overall profitability. Our Commercial revenue was £117.6 million for the year ended 30 June 2012.

Sponsorship

We monetise the value of our global brand and community of followers through marketing and sponsorship relationships with leading
international and regional companies across all geographies. We typically contract with our commercial sponsors in 2-5 year terms and have demonstrated an ability to increase the
value of these relationships over time by either renewing our existing contracts at higher prices or by marketing new opportunities for sponsorship
agreements. For example, Aon became our exclusive shirt sponsor in June 2010 and this sponsorship is currently contracted through the end of the 2013/14 season. Revenue from our Aon shirt sponsorship
will be approximately £20 million for each of the remaining seasons under our current contract in addition to a financial services agreement worth approximately
£3.2 million per year. This represents a material increase from the AIG shirt sponsorship deal, which was worth approximately £14.1 million per season. Total
sponsorship revenue for the year ended 30 June 2012 was £63.1 million, an increase of £8.2 million, or 14.9%, over the year ended 30 June 2011,
driven by new and renewal contracts with incremental pricing increases. More recently, we signed a training kit partnership with DHL in 2011, which is scheduled to terminate on 30 June 2013,
creating a new sponsorship category and source of revenue.

On
26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt
sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the
first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the
2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21
season under our new shirt sponsorship agreement is approximately $559 million.

Retail, Merchandising, Apparel & Product Licensing

We market and sell competitive sports apparel, training wear and other clothing featuring the Manchester United brand on a global
basis. In addition, we also sell other products, ranging from coffee mugs to bed spreads, featuring the Manchester United brand and trademarks. These products are distributed through Manchester United
branded retail centers and our e-commerce platform, as well as through our partners' wholesale distribution channels.

Nike
currently manages our retail, merchandising, apparel & product licensing operations pursuant to the terms of a 13 year agreement, expiring in 2015, which guarantees us
an aggregate minimum of £303 million in sponsorship and licensing fees. In return for its rights under the agreement, Nike pays us an annual installment in respect of the
£303 million minimum consideration. For the year ended 30 June 2012, our agreement with Nike generated revenue of £25.4 million, which reflects the minimum
guaranteed revenue under the agreement. For the years ending 30 June 2013, 2014 and 2015, subject to certain reductions under various circumstances, including in the event our first team is
relegated from the Premier League or fails to qualify for certain European competitions, our agreement with Nike will generate minimum guaranteed revenue of £25.4 million,
£25.3 million and £25.4 million, respectively (an aggregate of £76.1 million on the remaining term of the agreement), providing a steady
revenue

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stream
during that period. The amount of the reduction in payment under the agreement depends upon the circumstances, but the maximum possible reduction would be £6.35 million if
our first team is relegated from the Premier League.

In
addition, net profit (over and above the guaranteed revenue noted above) generated by Nike over the duration of the contract from the licensing, merchandising, and retail operations
are shared equally between us and Nike. We recognise revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future performance of the
contract can be obtained and only to the extent that the recognized amount of the profit share is considered probable on a cumulative basis at the end of the contract following the 2014/15 season. Our
retail, merchandising, apparel & product licensing revenue from both the minimum guarantee and the profit share was £33.8 million for the year ended 30 June 2012.

New Media & Mobile

Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in 44 countries. In addition,
we market content directly to our followers through our website, www.manutd.com, and associated mobile properties. Our new media & mobile revenue was £20.7 million for the
year ended 30 June 2012.

Broadcasting

We benefit from the distribution of live football content directly from the revenue we receive and indirectly through increased global
exposure for our commercial partners. Broadcasting revenue is derived from our share of the global television rights relating to the Premier League, Champions League and other competitions. The
growing popularity of the Premier League and Champions League in international markets and the associated increases in media rights values have been major drivers of the increase in our overall
Broadcasting revenue in recent years. Most recently, on 13 June 2012 the Premier League announced a three year broadcasting contract for the live rights to 154 games in the United Kingdom worth
£3.018 billion through the 2016 season. This new contract represents a £1.25 billion increase from the previous three year contract for the live television rights
in the United Kingdom and a continuing growth trend from prior years. By way of example, under previous contracts, United Kingdom and Ireland total media rights for the Premier League grew, according
to the Deloitte Annual Review and internal data, from £682 million per year to £703 million per year, and international rights grew
from £237 million per year to £456 million per year. Media rights for the Champions League grew, according to the SBI Article and internal data, from
€635 million per season under the previous three year contract to approximately €865 million per season under the current three year contract. Our share
of the revenue under the Premier League broadcasting rights contract amounted to £61.3 million, £60.2 million and £53.0 million for the
2011/12, 2010/11 and 2009/10 seasons, respectively, and our share of the revenue under the Champions League broadcasting rights contract amounted to €38.7 million,
€53.8 million and €45.8 million for the 2011/12, 2010/11, and 2009/10 seasons, respectively. Our participation in the Premier League and Champions League
(and consequently, our receipt of the revenue generated by these broadcasting contracts) is predicated on the success of our first team, and if our first team fails to qualify for the Champions League
or is relegated from the Premier League in any given season, our Broadcasting revenue for that and subsequent fiscal years will be adversely impacted. In addition, our global television channel, MUTV,
delivers Manchester United programming to 54 countries around the world. MUTV generated total revenue of £8.8 million, £8.7 million and
£7.4 million for each of the years ended 30 June 2012, 2011 and 2010, respectively. Our Broadcasting revenue was £104.0 million for the year ended
30 June 2012.

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Matchday

Matchday revenue is a function of the number of games played at Old Trafford, the size and seating composition of Old Trafford,
attendance at our matches and the prices of tickets and hospitality sales. A significant driver of Matchday revenue is the number of home games we play at Old Trafford, which is based on 19 Premier
League matches and any additional matches resulting from the success of our first team in the FA Cup, League Cup and Champions League. Average attendance for our home Premier League matches has been
approximately 99% for each season since the 1997/98 season, with strong attendance for Champions League, FA Cup and League Cup matches. Our Matchday revenue was £98.7 million for
the year ended 30 June 2012, which primarily included £48.1 million from gate receipts and £32.4 million from hospitality.

We
have recently increased individual game Matchday revenue by restructuring the composition of our stadium, with a particular emphasis on developing premium seating and hospitality
facilities to enhance our overall matchday profitability. As part of this effort, we have invested in new and refurbished multi-seat suites as well as improvements to our premium seats and
associated facilities. Enhancements to hospitality facilities have been a key driver of improved overall margins from our matchday ticket sales.

We
have also changed the composition of our general admission seats, improving the mix of ticketing options and developing a categorised approach for ticket pricing across each of our
different seating options within the stadium. As a result, between the 2005/06 season and the 2011/12 season, the weighted average general admission ticket prices for our Premier League matches played
at Old Trafford increased at a compound annual growth rate of 5.8%.

Other Factors That Affect Our Financial Performance

Employee benefit expenses

Player and staff compensation comprise the majority of our operating costs. Of our total operating costs, player costs, which consist
of salaries, bonuses, benefits and national insurance contributions are the primary component. Compensation to non-player staff, which includes our manager and coaching staff, also
accounts for a significant portion. Competition from top clubs in the Premier League and Europe has resulted in increases in player and manager salaries, forcing clubs to spend an increasing amount on
player and staff compensation, and we expect this trend to continue. In addition, as our commercial operations grow, we expect our headcount and related expenses to increase as well.

Other operating expenses

Our other operating expenses include certain variable costs such as matchday catering, policing, security stewarding and cleaning at
Old Trafford, visitor gateshare for domestic cups, and costs related to the delivery on media and commercial sponsorship contracts. Other operating expenses also include certain fixed costs, such as
operating lease costs and property costs, maintenance, human resources, training and developments costs, and professional fees.

Amortisation and depreciation

We amortise the capitalised costs associated with the acquisition of players' registrations. These costs are amortised over the period
of the employment contract agreed with a player. If a player extends his contract prior to the end of the pre-existing period of employment, the remaining unamortised portion of the
acquisition cost is amortised over the period of the new contract. Changes in amortisation of the costs of players' registrations from year to year and period to period reflect additional transfer
fees paid for the acquisition of players, the impact of contract extensions and the disposal of players' registrations.

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Depreciation
primarily reflects a straight-line depreciation on investments made in property, plant and equipment. Depreciation over the periods under review results
primarily from the depreciation of Old Trafford and in recent years from improvements to Old Trafford completed at the beginning of the 2006/07 season and incremental improvements made to Old Trafford
over each of the subsequent seasons.

Exceptional items

Exceptional operating costs are those costs that in management's judgment need to be disclosed by virtue of their size, nature or
incidence in order to provide a proper understanding of our results of operations and financial condition.

Profit on disposal of players' registrations

We recognise profits or losses on the disposal of players' registrations in our income statement. Acquisitions and disposals of players
are discretionary and we make transfer decisions based upon the requirements of our first team and the overall availability of players. These requirements and the availability of players, and
resulting profits or losses on disposals, may vary from period to period, contributing to variability in our results of operations between periods.

Finance costs

A key component of our expenses during each of the past three fiscal years has been interest costs. Although we expect to reduce our
leverage over time, we expect interest expense to continue to be a significant component of our expenses. Net finance costs were £49.5 million for the year ended 30 June
2012.

On
14 September 2012, we used all of our net proceeds from the IPO to reduce our indebtedness by exercising our option to redeem and retire $101.7 million
(£62.6 million) in aggregate principal amount of our 83/8% US dollar senior secured notes due 2017 at a redemption price equal to 108.375% of the principal amount of
such notes plus accrued and unpaid interest to the date of such redemption.

Taxes

During each of the three years ended 30 June 2012, 2011 and 2010, our principal operating subsidiaries were tax residents in the
United Kingdom. During the year ended 30 June 2012, we were subject to a weighted statutory tax rate of 25.5%, in the year ended 30 June 2011 we were subject to a weighted statutory tax
rate of 27.5% and in the year ended 30 June 2010 we were subject to a statutory tax rate of 28.0%. While we paid UK corporation tax in fiscal year 2012, our cash tax rate was lower than the
weighted statutory rate of tax due to a number of factors, including the utilisation of taxable loss carryforwards.

Although
we are organised as a Cayman Islands corporation, we believe that we will be treated as a US domestic corporation for US federal income tax purposes. As a result, our worldwide
income will be subject to US and UK taxes at a minimum US statutory and estimated effective rate of 35%. We expect to receive a credit in the United States for the UK taxes paid and therefore we do
not expect to be double taxed on our income. Over the next two to three years, we expect our total cash tax rate to be lower than the effective tax rate of 35% due to future US tax deductions related
to differences in the book and tax basis of our assets as of the date of the reorganization. Thereafter, we expect our cash tax rate to align more closely with the effective tax rate of 35%. We may
also be subject to US state and local income (franchise) taxes based generally upon where we are doing business. These tax rates vary by jurisdiction and the tax base. Generally, state and local taxes
are deductible for US federal income tax purposes. Furthermore, because most of our subsidiaries are disregarded from their owner for US federal income tax purposes, we will not be able to control the
timing of much of our

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US
federal income tax exposure. In calculating our liability for US federal income tax, however, certain of our deductible expenses will be higher than the amount of those same expenses under UK
corporation tax rules, owing to differences in the relevant rules of the two jurisdictions and the related difference in the opening book versus tax basis of our assets and liabilities. Finally, our
UK tax liability can be credited against our US federal income tax liabilities, subject to US rules and limitations. Nevertheless, over time we expect to pay higher amounts of tax than had we remained
solely liable to tax in the United Kingdom. As a result, over time we do not expect our future taxation, either with respect to nominal tax rates, effective tax rates or total liability, to be
comparable to those we experienced in the past three fiscal years.

Seasonality

We experience seasonality in our sales and cash flow, limiting the overall comparability of interim financial periods. In any given
interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of Matchday and Broadcasting revenue recognised. Similarly, certain of our costs
derive from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognise the most revenue in our second and third fiscal
quarters due to the scheduling of matches. However, a strong performance by our first team in the Champions League and domestic cups could result in significant additional Broadcasting and Matchday
revenue, and consequently we may also recognise the most revenue in our fourth fiscal quarter in those years.

Critical Accounting Policies and Judgements

The preparation of our financial information requires management to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from
other sources. For a summary of all of our significant accounting policies, see note 2 to our audited consolidated financial statements as of 30 June 2012 and 2011 and for the years
ended 30 June 2012, 2011 and 2010 included elsewhere in this Annual Report.

The
JOBS Act permits an "emerging growth company" like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public
companies. We chose to "opt out" of this provision and, as a result, we are complying, and will continue to comply, with new or revised accounting standards as required when they are adopted. This
decision to opt out of the extended transition period is irrevocable.

We
believe that the following accounting policies reflect the most critical judgments, estimates and assumptions and are significant to the consolidated financial statements.

Revenue recognition

Commercial

Commercial revenue comprises amounts receivable from the utilisation of the Manchester United brand through sponsorship and other
commercial agreements, including minimum guaranteed revenue and fees generated by the Manchester United first team promotional tours.

Minimum
guaranteed revenue is recognised over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship
benefits enjoyed by the individual sponsor. Certain sponsorship contracts include additional profit share arrangements based on cumulative profits earned from the utilization of the Manchester United
brand.

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Under
the terms of sponsorship contracts that include profit share arrangements, such profit share may be recouped by the sponsor against future minimum guarantees should the future
financial performance result in profits below the minimum guarantee. Any additional profit share on such arrangements is only recognised when a reliable estimate of the future performance of the
contract can
be obtained and only to the extent that the revenue is considered probable. When profit share is recognised it is recorded ratably over the term of the contract period.

In
assessing whether any additional profit share is probable and should therefore be recognised, management carries out regular reviews of the contracts and future financial forecasts,
having regard to the underlying risk factors such as team performance and general economic conditions. Such forecasts of future financial performance may differ from actual financial performance,
which could result in a difference in the revenue recognised in a given year.

Broadcasting and Matchday

For our accounting policies relating to Broadcasting revenue and Matchday revenue, which management do not consider to involve critical
estimates and judgments, see note 2 to our audited consolidated financial statements as of 30 June 2012 and 2011 and for the years ended 30 June 2012, 2011 and 2010 included
elsewhere in this Annual Report.

Impairment of goodwill and non-current assets

The Company annually tests whether goodwill has suffered any impairment and more frequently tests whether events or changes in
circumstances indicate a potential impairment. An impairment loss is recognised when the carrying value of goodwill exceeds its recoverable amount. Its recoverable amount is the higher of fair value
less costs of disposal and value in use. The recoverable amount has been determined based on value-in-use calculations. These calculations require the use of estimates, both in
arriving at the expected future cash flow and the application of a suitable discount rate in order to calculate the present value of these flows.

All
other non-current assets, including property plant and equipment and investment property, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Any impairment charges arising are recognized in the income statement when the carrying amount of an asset is greater than the estimated recoverable
amount, which is the higher of an asset's fair value less costs to sell and value in use, and are calculated with reference to future discounted cash flow that the asset is expected to generate when
considered as part of a cash-generating unit. An impairment review trigger event would include, for example, our failure to qualify for the UEFA Champions League for a sustained period. In
respect of player registrations, a further impairment review trigger event would occur when the player is excluded from our revenue generation, for example as a result of a career-ending injury, and
conditions indicate that the amortised carrying value of the asset is not recoverable.

The
impairment review of goodwill and other non-current assets considers estimates of the future economic benefits attributable to them. Such estimates involve assumptions in
relation to future, recoverable amount of the asset, ticket revenue, broadcasting and sponsorship revenue and on-field performance. Any estimates of future economic benefits made in
relation to non-current assets may differ from the benefits that ultimately arise, and materially affect the recoverable value of the asset.

Intangible assetsplayers' registrations

The costs associated with the acquisition of players' registrations are capitalised as intangible assets at the fair value of the
consideration payable, including an estimate of the fair value of any contingent consideration. Subsequent reassessments of the amount of contingent consideration payable are also included in the cost
of the player's registration. The estimate of the fair value of the contingent

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consideration
payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration such as the number of
player appearances. This assessment is carried out on an individual player basis. Costs associated with the acquisition of players' registrations include transfer fees, Premier League levy fees,
agents' fees and other directly attributable costs. These costs are amortised over the period covered by the player's contract. To the extent that a player's contract is extended, the remaining book
value is amortised over the remaining revised contract life.

Recognition of Deferred Tax Assets in Respect of Losses

We recognise deferred tax effects of temporary differences between the financial statement carrying amounts and the tax basis of our
assets and liabilities. We also recognise the deferred tax effects of tax loss carry-forwards where we believe they meet the criteria for recognition.

Deferred
tax assets are recognised on losses carried forward only to the extent that it is probable that they will be available for use against future profits and that there will be
sufficient future taxable profit available against which the temporary differences can be utilised. In arriving at a judgment in relation to the recognition of deferred tax assets on losses,
management considers the regulations applicable to taxation and advice on their interpretation. Management also considers whether losses carried forward may be utilised through tax planning
opportunities to create suitable taxable profits. Future taxable income may be higher or lower than estimates made when determining whether it is necessary to record a tax asset and the amount to be
recorded. Furthermore, changes in the legislative framework or applicable tax case law may result in management reassessment of the recognition of deferred tax assets on losses carried forward. If the
final outcome of these matters differs from the amounts initially recorded, differences may positively or negatively impact the deferred tax provisions in the period in which such determination is
made.

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Results of Operations

The following table shows selected audited consolidated income statement data for the years ended 30 June 2012, 2011 and 2010.

Year ended 30 JuneIncome Statement Data

2012

2011

2010(£'000, unless otherwise indicated)Revenue


320,320


331,441


286,416Analysed as:Commercial revenue


117,611


103,369


77,322Broadcasting revenue


103,991


117,249


103,276Matchday revenue


98,718


110,823


105,818Operating expensesbefore exceptional items


(274,411
)

(267,986
)

(232,716
)Analysed as:Employee benefit expenses


(161,688
)

(152,915
)

(131,689
)Other operating expenses


(66,983
)

(68,837
)

(52,306
)Depreciation


(7,478
)

(6,989
)

(8,634
)Amortisation of players' registrations


(38,262
)

(39,245
)

(40,087
)Operating expensesexceptional items


(10,728
)

(4,667
)

(2,775
)Total operating expenses


(285,139
)

(272,653
)

(235,491
)Profit on disposal of players' registrations


9,691


4,466


13,385Operating profit


44,872


63,254


64,310Finance costs


(50,315
)

(52,960
)

(110,298
)Finance income


779


1,710


1,715Net finance costs


(49,536
)

(51,250
)

(108,583
)(Loss)/profit on ordinary activities before tax


(4,664
)

12,004


(44,273
)Tax credit/(expense)


27,977


986


(3,211
)Profit/(loss) for the year from continuing operations


23,313


12,990


(47,484
)Attributable to:Owners of the Company


22,896


12,649


(47,757
)Non-controlling interest


327


341


273Basic and diluted earnings/(loss) per share (£)(1)


0.15


0.08


(0.31
)Weighted average number of ordinary shares (thousands)(1)


155,352


155,352


155,352


(1)As
adjusted retroactively for all periods presented to reflect the reorganisation transactions described in note 1 to the consolidated
financial statements and notes included elsewhere in this Annual Report.


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Year Ended 30 June 2012 as Compared to the Year Ended 30 June 2011

Year ended
30 June
(audited)% Change
2012 over
20112012

2011(in £ millions)Revenue


320.3


331.4


(3.3
)%Commercial revenue


117.6


103.4


13.7
%Broadcasting revenue


104.0


117.2


(11.3
)%Matchday revenue


98.7


110.8


(10.9
)%Total operating expenses


(285.2
)

(272.6
)

4.6
%Employee benefit expenses


(161.7
)

(152.9
)

5.7
%Other operating expenses


(67.0
)

(68.8
)

(2.6
)%Depreciation


(7.5
)

(7.0
)

7.1
%Amortisation of players' registrations


(38.3
)

(39.2
)

(2.3
)%Exceptional items


(10.7
)

(4.7
)

127.7
%Profit on disposal of players' registrations


9.7


4.5


115.6
%Net finance costs


(49.5
)

(51.3
)

(3.5
)%Tax credit


28.0


1.0


2,700.0
%


Revenue

Our consolidated revenue for the year ended 30 June 2012 decreased to £320.3 million, an decrease of
£11.1 million, or 3.3%, as compared to the year ended 30 June 2011, as a result of a decrease in revenue in our Broadcasting and Matchday sectors, which was partially offset
by an increase in revenue in our Commercial sector, as described below.

Commercial revenue

Commercial revenue for the year ended 30 June 2012 was £117.6 million, an increase of
£14.2 million, or 13.7%, over the year ended 30 June 2011. The increase in Commercial revenue reflects an increase of £8.2 million from the activation of
several new global and regional sponsorships. We also experienced an increase of £1.5 million from our shirt sponsorship, as well as an increase of £0.9 million
in revenue generated from tours. In addition, additional profit share pursuant to the arrangement with Nike recognized in the years ended 30 June 2012 and 2011 amounted to
£8.4 million and £5.7 million, respectively.



Broadcasting revenue

Broadcasting revenue for the year ended 30 June 2012 was £104.0 million, a decrease of
£13.2 million, or 11.3%, over the year ended 30 June 2011. Broadcasting revenue was primarily

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impacted
by our early exit from the Champions League, compared with progression through to the final in the year ended 30 June 2011. In addition, FA Cup revenues in the year ended
30 June 2012 were impacted by our 4th round exit, compared with reaching the semi-final in the year ended 30 June 2011.

Matchday revenue

Matchday revenue for the year ended 30 June 2012 was £98.7 million, a decrease of
£12.1 million, or 10.9%, over the year ended 30 June 2011. The decrease in Matchday revenue was the result of having played four less home games in the year ended
30 June 2012 as compared to the year ended 30 June 2011 when we also received revenue as a result of reaching the Champions League final and FA Cup semi-final, both games
staged at Wembley Stadium.

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortisation of players'
registrations and exceptional items) were £285.2 million in the year ended 30 June 2012, representing an increase of approximately 4.6% from £272.6 million
in the year ended 30 June 2011.

Employee benefit expenses

Employee benefit expenses for the year ended 30 June 2012 were £161.7 million, an increase of
£8.8 million, or 5.7%, over the year ended 30 June 2011. This increase is primarily due to an increase in football player and staff compensation, offset by lower success
related bonuses compared to the year ended 30 June 2011 when we won the Premier League Championship and reached the Champions League final. The increasingly competitive global market for
football players continues to be a primary driver of staff costs. Throughout the two years ended 30 June 2012, our employee benefit expenses increased as a result of increases to player
compensation reflecting our ongoing strategy of investing in our first team. There have also been increases to our overall number of non-football employees, driven in large part by the
expansion of our commercial operations.

Other operating expenses

Other operating expenses for the year ended 30 June 2012 were £67.0 million, a decrease of
£1.8 million, or 2.6%, over the year ended 30 June 2011. This decrease is primarily due to reduced travel costs compared to the year ended 30 June 2011 when the first
team reached the Champions League final and reduced gateshare payments to our opponents due to fewer domestic cup matches played at Old Trafford in the year ended 30 June 2012. This decrease
was partially offset by a general underlying growth in operating expenditure largely associated with the continued growth of our commercial operations.

Depreciation

Depreciation for the year ended 30 June 2012 amounted to £7.5 million, an increase of
£0.5 million, or 7.1%, over depreciation of £7.0 million for the year ended 30 June 2011.

Amortisation of players' registrations

Amortisation of players' registrations for the year ended 30 June 2012 was £38.3 million, which was largely
in line with £39.2 million for the year ended 30 June 2011. Increases in amortisation due to player acquisitions during the year (mainly Phil jones, David de Gea and Ashley
Young) were offset by reductions due to contract extensions (mainly Anderson, Chris Smalling and Antonio Valencia) and departed players (mainly Owen Hargreaves). The unamortised balance of existing
players' registrations

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as
of 30 June 2012 was £112.4 million, of which £30.4 million is expected to be amortised in the year ended 30 June 2013. The remaining balance is
expected to be amortised over the three years to 30 June 2016. This does not take into account player additions after 30 June 2012, which would have the effect of increasing the
amortisation expense in future periods; nor does it consider disposals subsequent to 30 June 2012, which would have the effect of decreasing future amortisation charges. Furthermore, any
contract renegotiations would also impact future charges.

Exceptional items

Exceptional items of £10.7 million were recognised for the year ended 30 June 2012, of which
£8.9 million related to professional advisory fees in connection with the recently completed IPO and previously proposed public offering of shares and a
£1.8 million increase in the provision relating to the Football League pension scheme deficit following an actuarial valuation. Exceptional items of £4.7 million
were recognized for the year ended 30 June 2011, of which £2.7 million related to professional advisory fees in connection with a proposed public offering of shares and a
£2.0 million impairment of investment property.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended 30 June 2012 was £9.7 million, an increase of
£5.2 million, or 115.6%, over the year ended 30 June 2011. The profit on disposal for the year ended 30 June 2012 relates to the disposals of Obertan (Newcastle),
Brown and O'Shea (Sunderland), Drinkwater (Leicester), Gibson (Everton), Diouf (Hannover), Morrison (West Ham), and James and De Laet (Leicester). The profit on disposal for the year ended
30 June 2011 related mainly to the transfers of Cathcart, Possebon, Eikram, Chester and Stewart with additional trigger payments being received for players previously transferred.

Net finance costs

Net finance costs for the year ended 30 June 2012 were £49.5 million, a decrease of
£1.8 million, or 3.5%, as compared to £51.3 million for year ended 30 June 2011. The main reasons for this decrease are a £6.4 million
decrease in interest payable on bank loans and senior secured notes primarily due to repurchases of senior secured notes and a £16.9 million decrease in interest payable and
accelerated amortisation of debt issue on the secured payment in kind loan following repayment of this loan mid-way through the year ended 30 June 2011. These decreases were partly
offset by an unrealised loss of £5.2 million on the translation of our US dollar denominated senior secured notes in the year ended 30 June 2012 compared to an unrealised
gain of £16.4 million in the year ended 30 June 2011 (an adverse movement of £21.6 million). Foreign exchange gains or losses are not a cash charge and
could reverse depending on dollar/sterling exchange rate movement. Any gain or loss on a cumulative basis will not be realised until 2017 (or earlier if our senior secured notes are refinanced or
redeemed prior to their stated maturity).

Tax credit

The tax credit for the year ended 30 June 2012 was £28.0 million as compared with a tax credit of
£1.0 million for the year ended 30 June 2011. The increase primarily resulted from the recognition of a previously unrecognised deferred tax asset. This asset relates to
previously unrecognised tax losses.

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Year Ended 30 June 2011 as Compared to the Year Ended 30 June 2010

Year ended
30 June
(audited)% Change
2011 over
20102011

2010(in £ millions)Revenue


331.4


286.4


15.7
%Commercial revenue


103.4


77.3


33.8
%Broadcasting revenue


117.2


103.3


13.5
%Matchday revenue


110.8


105.8


4.7
%Total operating expenses


(272.6
)

(235.5
)

15.8
%Employee benefit expenses


(152.9
)

(131.7
)

16.1
%Other operating expenses


(68.8
)

(52.3
)

31.5
%Depreciation


(7.0
)

(8.6
)

(18.6
)%Amortisation of players' registrations


(39.2
)

(40.1
)

(2.2
)%Exceptional items


(4.7
)

(2.8
)

67.9
%Profit on disposal of players' registrations


4.5


13.4


(66.4
)%Net finance costs


(51.3
)

(108.6
)

(52.8
)%Tax credit/(expense)


1.0


(3.2
)

131.3
%


Revenue

Our consolidated revenue for the year ended 30 June 2011 increased to £331.4 million, an increase of
£45.0 million, or 15.7%, as compared to the year ended 30 June 2010, as a result of an increase in revenue in each of our principal sectors, as described below.

Commercial revenue

Commercial revenue for the year ended 30 June 2011 was £103.4 million, an increase of
£26.1 million, or 33.8%, over the year ended 30 June 2010. The increase in Commercial revenue reflects an increase of £15.4 million from the activation of
several new global and regional sponsorships. We also experienced an increase of £3.3 million from our shirt sponsorship, as well as an increase of £2.5 million
in revenue generated from tours. In addition, additional profit share pursuant to the arrangement with Nike recognised in the years ended 30 June 2011 and 2010 amounted to,
£5.7 million and £3.2 million, respectively. We also generated £5.4 million in appearance fees from exhibition games and promotional tours in
the year ended 30 June 2011 as compared to £2.9 million in the year ended 30 June 2010.



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Broadcasting revenue

Broadcasting revenue for the year ended 30 June 2011 was £117.2 million, an increase of
£13.9 million, or 13.5%, over the year ended 30 June 2010. Broadcasting revenue increased steadily during each of the years ended 30 June 2011 and 2010 primarily as a
result of an increase in the distributions from UEFA for all participants in the Champions League, as well as increased revenue from the Premier League media rights package agreed in 2010. In the
2010/11 season, we were champions of the Premier League and reached the finals of the Champions League, resulting in increases of £7.0 million from Premier League distributions and
£6.1 million from Champions League distributions. Our total Champions League broadcasting revenue increased in fiscal year 2011 as a result of our progress to the Champions League
final, which delivered higher participation fees and increased our overall share of the 2010/11 performance market pool available to English clubs. In addition, new Premier League media contracts
beginning in the 2010/11 season led to increased broadcasting revenue, particularly from the sale of international media rights, from which our distribution increased by approximately 80% compared
with the previous contract. We also experienced a modest increase in domestic cup broadcasting revenue as a result of progression to the semi-finals of the FA Cup.

Matchday revenue

Matchday revenue for the year ended 30 June 2011 was £110.8 million, an increase of
£5.0 million, or 4.7%, over the year ended 30 June 2010 of which £1.1 million and £1.5 million were due to an increase in gate receipts
and hospitality sales, respectively, and £0.3 million was due to an increase in museum revenue. The remainder of the £5.0 million increase was primarily due to
recognition of £3.6 million in matchday revenue for the Champions League final in fiscal year 2011, held at a neutral venue. We played 29 home matches during the 2010/11 season, one
more than the previous season, as a result of reaching the Champions League final in 2011 and having played the same number of domestic cup matches at home. Our progress in the FA Cup and the
Champions League resulted in strong attendances in all games as well as increased revenue from
matchday hospitality sales. In addition, gateshare from the Champions League final, played at Wembley Stadium, is reflected in our Matchday revenue. Weighted average ticket prices remained flat in the
2010/11 season compared with the 2009/10 season. These increases were partially offset by an increase in VAT on ticket sales in January 2011 (from 17.5% to 20.0%), the cost of which reduced our
Matchday revenue for fiscal year 2011.

Total operating expenses

Total operating expenses were £272.6 million in fiscal year 2011, representing an increase of 15.8% from
£235.5 million in fiscal year 2010.

Employee benefit expenses

Employee benefit expenses for the year ended 30 June 2011 were £152.9 million, an increase of
£21.2 million, or 16.1%, over the year ended 30 June 2010. This increase is primarily due to a £12.7 million increase in football player and staff
compensation, including bonuses paid as a result of winning the Premier League Championship, a £5.7 million increase in other staff compensation and a
£2.7 million increase in social security and pension payments in the year ended 30 June 2011. The increasingly competitive global market for football players continues to be
a primary driver of staff costs. Throughout the two years ended 30 June 2011, our employee benefit expenses increased as a result of increases to player compensation reflecting our ongoing
strategy of investing in our first team. There have also been increases to our overall number of non-football employees, driven in large part by the expansion of our commercial operations.

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During
the 2010/11 season, we regained the Premier League title and reached the finals of the Champions League, resulting in higher bonuses paid to our players and non-player
staff in 2011. Employee benefit expenses also increased as a result of certain strategic new hires across the business and an overall increase in the number of employees.

Other operating expenses

Other operating expenses for the year ended 30 June 2011 were £68.8 million, an increase of
£16.5 million or 31.5% over the year ended 30 June 2010. Other operating expenses depend on the performance of the business and the number of home matches we play during the
season. In addition, we have incurred additional costs relating to the expansion of our commercial operations, and in particular support for our sponsorship sales and marketing teams. In the 2010/11
season, we played one additional home match compared to the 2009/10 season. We also incurred additional costs related to reaching the Champions League final in the 2010/11 season and our promotional
tours. The increase in other operating expenses in the year ended June 30, 2011 also reflects a change from a guaranteed minimum revenue model to a revenue share less costs model with respect
to the MUTV international broadcasting rights.

Depreciation

Depreciation for the year ended 30 June 2011 amounted to £7.0 million, a decrease of
£1.6 million over depreciation of £8.6 million for the year ended 30 June 2010, due to the impact of some significant plant and machinery becoming fully
depreciated.

Amortisation of players' registrations

Amortisation of players' registrations for the year ended 30 June 2011 was £39.2 million, which was largely
in line with £40.1 million for the year ended 30 June 2010. Increases in amortisation due to player acquisitions during the year (mainly Javier Hernandez and Bebe) were
offset by reductions due to contract extensions (mainly Nani, Wayne Rooney and Nemanja Vidic) and departed players (mainly Zoran Tosic).

Exceptional items

Exceptional items of £4.7 million were recognised for the year ended 30 June 2011, of which
£2.7 million related to professional advisory fees in
connection with a proposed public offering of shares and a £2.0 million impairment of investment property. During 2010 charges of £2.8 million were recognised,
primarily relating to an onerous lease provision.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended 30 June 2011 was £4.5 million, a decrease of
£8.9 million over the year ended 30 June 2010, reflecting the sale of non-first team players.

Net finance costs

Net finance costs for the year ended 30 June 2011 were £51.3 million, a decrease of
£57.3 million as compared to £108.6 million for year ended 30 June 2010. The main reasons for this decrease are the £16.4 million
unrealised gain on the translation of our US dollar denominated senior secured notes due to a weakening of the dollar relative to sterling in our fiscal year 2011, compared with the
£19.3 million unrealised loss on the translation of our US dollar denominated senior secured notes due to a strengthening of the dollar relative to sterling in our fiscal year 2010.
We also realised a £11.9 million one-time charge related to terminated interest rate swap agreements in the year ended 30 June 2010.

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Additionally,
net interest payable on our indebtedness decreased in our fiscal year 2011 largely due to repayment of the secured payment in kind loan mid-way through the year.

Foreign
exchange gains or losses are not a cash charge and could reverse depending on dollar/sterling exchange rate movement. Any gain or loss on a cumulative basis will not be realized
until 2017 (or earlier if our senior secured notes are refinanced or redeemed prior to their stated maturity).

Tax credit/(expense)

The tax credit for the year ended 30 June 2011 was £1.0 million as compared with a tax expense of
£3.2 million for the year ended 30 June 2010. Our tax credit for the year ended 30 June 2011 was mainly impacted by the re-measurement of the deferred tax
liability due to the reduction in the UK corporation tax rate during 2011 resulting in a credit of £4.2 million and the utilisation of previously unrecognised tax carryforwards of
£5.3 million. This was offset by the tax on taxable profit arising during the year ended 30 June 2011 of £4.3 million and additional tax charges in 2011
associated with non-deductible expenses for tax purposes. The increase in expenses that are not deductible for tax purposes was mainly related to £2.9 million of
expenses associated with the proposed public offering of shares. Furthermore, additional deferred tax liabilities of £2.2 million were recognised following submission of prior year
tax computations.

Impact of Changes in Foreign Exchange Rates

Our functional and reporting currency is the pound sterling and substantially all of our costs are denominated in pound sterling. We
are, however, exposed to the following foreign exchange risks:



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It
is our policy to enter into forward foreign exchange contracts to cover specific foreign currency payments and receipts. The Group has entered into forward foreign exchange contracts
to hedge the exchange rate risk arising from anticipated future income relating to participation in the UEFA Champions League, which are designated as cash flow hedges. We have also entered into a
forward foreign exchange contract to hedge the exchange rate risk arising from a future payment relating to the acquisition of a player registration, this has not been designated as a hedging
instrument.

B.    LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements during the past three fiscal years stemmed from the payment of transfer fees for the acquisition of players' registrations, capital
expenditure for the improvement of facilities at Old Trafford, payment of interest on our borrowings, employee benefit expenses and other operating expenses. Historically, we have met these cash
requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players. Our existing borrowings primarily consist of our senior secured notes, although
we have in the past, and may from
time to time in the future, purchase our senior secured notes in open market transactions. Repurchased senior secured notes have been retired. Additionally, although we have not needed to draw any
borrowings under our revolving credit facility since 2009, we have no intention of retiring our revolving credit facility and may draw on it in the future in order to satisfy our working capital
requirements. We manage our cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the repayment schedule of our long term borrowings. Such
interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. We also have foreign exchange rate forward contracts outstanding that we use to hedge our
exposure to US dollar sponsorship revenue to the extent that it is not offset by the interest expense on US dollar denominated debt and Euro exposure in our distributions from UEFA.

Our
business generates a significant amount of the cash from our gate revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of
other cash received throughout the fiscal year. In addition, we generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season
tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our Broadcasting revenue from the Premier League and UEFA are paid periodically
throughout the season, with primary payments made in the late summer, December, January and the end of the football season. Our sponsorship and Commercial revenue tends to be paid either quarterly or
annually in advance. For example, we received £34.3 million at the commencement of our sponsorship agreement with Aon, which further provided that we receive bi-annual
payments of £5.3 million at the beginning of our second and fourth quarters during the term of the sponsorship agreement. However, while we typically have a high cash balance at the
beginning of each fiscal year, this is largely attributable to deferred income, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred income is
unwound through the income statement over the course of the fiscal year. Over the course of a year, we use our cash on hand to pay operating expenses, staff costs, interest payments and other
liabilities as they become due. This typically results in negative working capital at certain times during the year. In the event it ever became necessary to access additional operating cash, we also
have access to cash through our revolving credit facility. As of 30 June 2012, we had no borrowings under our revolving credit facility.

Pursuant
to our contract with Nike, we are entitled to share in the cumulative net profits (incremental to the guaranteed sponsorship and licensing fees) generated by Nike from the
licensing, merchandising and retail operations. The annual installment Nike pays us in respect of the £303 million in minimum guaranteed sponsorship and licensing fees can be
affected each year by the level of cumulative profits generated. Nike is required to pay us the cumulative profit share in cash as the first installment of the minimum guarantee in each fiscal year,
with the balance (up to the portion of the

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minimum
guarantee for that year) paid to us in equal quarterly installments. In the event the cumulative profit share paid to us in the first installment exceeds the portion of the minimum guarantee
for that year, no additional payments are made for the remainder of the year. The excess of
the amount received in cash from Nike above the minimum guarantee, if any, for any particular year is deemed to be the amount of cumulative profit retained in a particular year. At the end of the
contract, we will receive a cash payment equal to the cumulative profit not previously retained, as described above. We are currently accruing cumulative profit share revenue on our balance sheet that
will be paid to us by Nike at the end of the contract.

We
also maintain a mixture of long-term and short-term debt finance in order to ensure that we have sufficient funds available for short-term working
capital requirements and for investment in the playing squad and other capital projects.

Our
cost base is more evenly spread throughout the fiscal year than our cash inflows. Employee benefit expenses and fixed costs constitute the majority of our cash outflows and are
generally paid throughout the 12 months of the fiscal year. Our working capital levels tend to be at their lowest in December, in advance of Premier League and UEFA broadcasting receipts in
January.

In
addition, transfer windows for acquiring and disposing of players' registrations occur in January and the summer. During these periods, we may require additional cash to meet our
acquisition needs for new players and we may generate additional cash through the sale of existing players. Depending on the terms of the agreement, transfer fees may be paid or received by us in
multiple installments, resulting in deferred cash paid or received. Although we have not historically drawn on our revolving credit facility during the summer transfer window, if we seek to acquire
players with values substantially in excess of the values of players we seek to sell, we may be required to draw on our revolving credit facility to meet our cash needs.

Acquisition
and disposal of players also affects our current trade receivables and payables, which affects our overall working capital. Our current trade receivables include accrued
income from sponsors as well as transfer fees receivable from other football clubs whereas our trade payables include primarily transfer fees and other associated costs in relation to the acquisition
of player registrations.

Capital Expenditures at Old Trafford

Our stadium, Old Trafford, remains one of our key assets and a significant part of the overall experience we provide to our followers.
Old Trafford has been our home stadium since 1910 and has undergone significant changes over the years. To maintain the quality of service, enhance the fan experience and increase Matchday revenue, we
continually invest in the refurbishment and regeneration of Old Trafford. Following a substantial development prior to the 2006/07 season, we expanded seating capacity at Old Trafford from
approximately 68,000 to 75,766. In addition, we have continued to invest in improving hospitality suites and catering facilities through refurbishment programs. For example, in the 2009/10 and 2010/11
seasons, we upgraded the East Stand, North Stand and West Stand multi-seat facilities. We record these investments as capital
expenditures. Capital expenditure at Old Trafford was £15.3 million, £7.3 million and £4.8 million for the years ended 30 June 2012,
2011 and 2010, respectively. We typically invest approximately £3 million per year in refurbishment capital expenditure with further investments in expansion capital expenditure as
required.

In
addition, we expect to spend approximately £8.0 million in fiscal year 2013 in connection with updating and expanding Carrington, our training facility, so that the
technology and facilities we provide our players and medical staff continue to be state-of-the art.

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New media capital expenditure

We intend to continue investing in our new media assets, including our website and digital media capabilities. Over the next three
years, we intend to invest approximately £5.0 million to £8.0 million in our new media assets; however, as our new media business continues to grow, the timing of
these capital expenditure investments may change.

Net player capital expenditure

From the year ended 30 June 1998 to the year ended 30 June 2012, average net player capital expenditure represented a
cash outflow of £14.3 million per fiscal year (excluding the sale of a player in the year ended 30 June 2009 that generated a significant cash inflow, average net player
capital expenditure over the same period would have been a cash outflow of £20.1 million per fiscal year). Actual cash used or generated from net player capital expenditure is
recorded on our statement of cash flows with net cash flows from investing activities.

Working Capital

Our directors confirmed that, as of the date of this Annual Report, after taking into account our current cash and cash equivalents and
our anticipated cash flow from operating and financing activities, we believe that we have sufficient working capital for our present requirements.

Cash Flow

The following table summarizes our cash flows for the years ended 30 June 2012, 2011 and 2010:

Year ended 30 June
(audited)2012

2011

2010(in £ thousands)Cash flow from operating activities


80,302


125,140


103,537Interest paid


(47,068
)

(167,499
)

(35,645
)Debt finance costs relating to borrowings





(118
)

(13,846
)Interest received


1,010


1,774


1,681Income tax paid


(3,333
)

(70
)

(2,618
)Net cash generated from/(used in) operating activities


30,911


(40,773
)

53,109Cash flow from investing activitiesPurchases of property, plant and equipment (net of proceeds)


(15,323
)

(7,156
)

(4,702
)Purchases of investment property


(7,364
)




Purchases of players' registrations


(58,971
)

(25,369
)

(44,274
)Proceeds from sale of players' registrations


9,409


13,956


13,857Net cash used in investing activities


(72,249
)

(18,569
)

(35,119
)Cash flow from financing activitiesProceeds from issue of ordinary shares





249,105


Proceeds from borrowings








502,571Repayment of borrowings


(28,774
)

(202,499
)

(507,258
)Dividends paid


(10,000
)




Net cash (used in)/generated from financing activities


(38,774
)

46,606


(4,687
)Net (decrease)/increase in cash and cash equivalents


(80,112
)

(12,736
)

13,303


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Cash flow from operating activities

Cash flow from operating activities represents our operating results and net movements in our working capital. Our working capital
generally reflects cash received from the sale of tickets and hospitality and other matchday sales, broadcasting revenue from the Premier League and UEFA and sponsorship and commercial revenue. Cash
flow from operating activities for the year ended 30 June 2012 produced a cash inflow of £80.3 million, a decrease of £44.8 million from a cash inflow of
£125.1 million for the year ended 30 June 2011. The decrease in cash flow from operating activities compared to the year ended 30 June 2011 is largely due to the lower
Broadcasting and Matchday revenues, partially offset by increased Commercial revenues. Our cash flow from operating activities for the year ended 30 June 2010 was
£103.5 million.

Net cash generated from/(used in) operating activities

Additional changes in cash generated from operating activities generally reflect our finance costs. Following the refinancing of our
previously existing credit facilities through the issuance of our senior secured notes and the establishment of our revolving credit facility, we have eliminated our interest rate swaps on those
facilities and currently pay fixed rates of interest on our debt obligations. The costs of both the issuance of senior secured notes and the repayment of existing borrowings were
£13.8 million. As a result, our underlying finance costs decreased from January 2010 and cash outflows to service our debt have become more stable. However, in the year ended
30 June 2011, the payment of two interest payments on our senior secured notes and the payment of cumulative interest on our payment in kind loan, totaling £156.1 million,
compared with no senior secured notes interest payments in the year ended 30 June 2010 (as the first interest payment on the senior secured notes occurred in August 2010 and there were no
interest payments made on the payment in kind loan in the year ended 30 June 2010), as well as premiums paid for our senior secured notes we repurchased in the market led to higher interest
paid compared with the previous years. Net cash generated from operating activities was £30.9 million in the year ended 30 June 2012, compared to net cash used in operating
activities of £40.8 million for the year ended 30 June 2011, and net cash generated from operating activities was £53.1 million for the year ended
30 June 2010.

Net cash used in investing activities

Capital expenditure for the acquisition of players as well as for improvements to property, principally at Old Trafford and Carrington,
are funded through cash flow generated from operations, proceeds from the sale of players' registrations and, if necessary, from our revolving credit facility. Capital expenditure on the acquisition,
disposal and trading of players tends to vary significantly from year to year depending on the requirements of our first team, overall availability of players, our assessment of their relative value
and competitive demand for players from other clubs. By contrast, capital expenditure on the purchase of property, plant and equipment tends to remain relatively stable as we continue to make
improvements at Old Trafford and invest in the expansion of our training facility at Carrington. As part of the planned investment for Carrington, we will enhance the viewing facilities to provide
current and potential partners with unique access to the Manchester United experience.

Net
cash used in investing activities for the year ended 30 June 2012 was £72.2 million, an increase of £53.6 million from
£18.6 million for the year ended 30 June 2011.

For
the year ended 30 June 2012, net player capital expenditure was £49.6 million, an increase of £38.2 million from net player capital
expenditure of
£11.4 million for the year ended 30 June 2011. Player capital expenditure for the year ended 30 June 2012 mainly comprised expenditures for the acquisitions of David
de Gea, Phil Jones and Ashley Young less payments received relating to the disposals of Gabriel Obertan, Wes Brown, John O'Shea, Fraizer Campbell, Mame Biram Diouf, Darron

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Gibson
and Ravel Morrison. Player capital expenditure for the year ended 30 June 2011 included payments relating to Javier "Chicharito" Hernandez, Chris Smalling, Anders Lindegaard and Bebe
partially offset by a number of disposals including Fraizer Campbell, Rodrigo Possebon, Ben Foster and Zoran Tosic and other appearance related payments. Net player capital expenditure for the year
ended 30 June 2010 was £30.4 million.

For
the year ended 30 June 2012, net capital expenditure was £22.7 million, an increase of £15.5 million from net capital expenditure of
£7.2 million for the year ended 30 June 2011. Net capital expenditure for the year ended 30 June 2012 relates mainly to the expansion of our property portfolio around
Old Trafford, upgrades to our corporate facilities and general development at Old Trafford together with the commencement of the redevelopment of our training facility at Carrington. Net capital
expenditure for the year ended 30 June 2011 related to the ongoing upgrade and refurbishment of the executive boxes and suites throughout Old Trafford. Net capital expenditure for the year
ended 30 June 2010 was £4.7 million.

Net cash (used in)/generated from financing activities

Net cash used in financing activities for the year ended 30 June 2012 was £38.8 million, an increase of
£85.4 million from net cash generated of £46.6 million for the year ended 30 June 2011. During the year ended 30 June 2012 we purchased
£28.2 million (sterling equivalent) nominal value of our senior secured notes in open market transactions and paid an interim dividend of £10.0 million. During
the year ended 30 June 2011 we repaid borrowings of £138.0 million to the lenders under our payment in kind loan offset by the receipt of £249.1 million
proceeds from the issuance of shares to our immediate shareholder. In addition, we repurchased £63.8 million (sterling equivalent) nominal value of our senior secured notes in open
market transactions. Our senior secured notes previously purchased by us in open market transactions have been contributed to MU Finance plc and retired. For the year ended 30 June 2010,
net cash used in financing activities was £4.7 million, reflecting an increase in borrowings of £502.6 million as a result of the issuance of our senior secured
notes and repayment of our previous secured senior facilities of £507.3 million.

Indebtedness

Our primary sources of indebtedness consist of our pound sterling denominated 83/4% senior secured notes due 2017 and
our US dollar denominated 83/8% senior secured notes due 2017. As part of the security for our senior secured notes and revolving credit facility, substantially all of the assets of the
issuer and guarantors of our senior secured notes are subject to liens and mortgages.

Description of principal indebtedness

83/4% pound sterling senior secured notes due 2017 and 83/8% US dollar senior secured notes due 2017

Our senior secured notes initially consisted of two tranches: £250 million 83/4% senior secured notes
due 2017 and $425 million 83/8% senior secured notes due 2017. Our senior secured notes were issued by our wholly-owned finance subsidiary, MU Finance plc, are guaranteed
by Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited and are secured against all of the assets of Red Football Limited and each
of the guarantors. The proceeds of our senior secured notes were used to refinance existing debt, reduce Red Football Limited's liabilities to its hedging counterparties, pay fees and expenses related
to the offering and for general corporate purposes.

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The indenture governing our senior secured notes contains customary covenants and restrictions on the activities of Red Football Limited and each of Red Football
Limited's subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or
investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with
affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of Red Football Limited's assets. The covenants in the indenture governing our senior secured notes
are subject to certain thresholds and exceptions described in the indenture governing our senior secured notes.

At
any time prior to 1 February 2013, up to 35% of the original principal amount of our 83/8% US dollar senior secured notes due 2017 may be redeemed with the net
proceeds of certain equity offerings at a price equal to 108.375% of the principal amount of such notes, plus accrued and unpaid interest to the date of such redemption, and up to 35% of the original
principal amount of our 83/4% pound sterling senior secured notes due 2017 may be redeemed with the net proceeds of certain equity offerings at a price equal to 108.750% of the
principal amount of such notes, plus accrued and unpaid interest to the date of such redemption, provided that after giving effect to any such redemptions, not less than 65% of the original principal
amount of the applicable tranche of our senior secured notes remain outstanding and the redemption occurs within 90 days of the date of closing of such equity offering.

In
addition, at any time prior to 1 February 2013, each tranche of our senior secured notes may be redeemed in part or in full at a redemption price equal to 100% of the principal
amount of the senior secured notes redeemed, plus a make-whole premium calculated in accordance with the indenture governing each tranche of senior secured notes, plus, in each case,
accrued and unpaid interest to the date of such redemption.

On
or after 1 February 2013, our senior secured notes may be redeemed in part or in full at the redemption prices (expressed as percentages of principal amount of such notes) set
forth below, plus accrued and unpaid interest on the notes redeemed to the date of such redemption, if redeemed during the twelve-month period beginning on 1 February of the years indicated
below:

Redemption PriceYear

Pound
Sterling
Notes

US Dollar
Notes2013


108.750
%

108.375
%2014


104.375
%

104.188
%2015


102.188
%

102.094
%2016


100.000
%

100.000
%


In
the event we exercise our option to redeem any series of notes pursuant to the terms of the indenture and less than all of the notes of such series are to be redeemed, the trustee
will select notes for redemption on a pro rata basis.

We
repurchased £28.2 million of our senior secured notes during the year ended 30 June 2012, comprising £14.0 million of our senior secured
notes from the sterling tranche and $23.0 million of our senior secured notes from the US dollar tranche. As of 30 June 2012, we held £92.3 million of our senior
secured notes, comprising £72.2 million of the sterling tranche of senior secured notes and $32.0 million of the US dollar tranche of senior secured notes. The total amount
of senior secured notes outstanding at 30 June 2012, excluding unamortised discounts and issue costs of £17.8 million, was the sterling equivalent of
£419.8 million, comprising £177.8 million 83/4% senior secured notes and $393.0 million 83/8% senior secured notes.

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On
14 September 2012, we used all of our net proceeds from our IPO to reduce our indebtedness by exercising our option to redeem and retire $101.7 million
(£62.6 million) in aggregate principal amount of our 83/8% US dollar senior secured notes due 2017 at a redemption price equal to 108.375% of the principal amount of
such notes plus accrued and unpaid interest to the date of such redemption. In addition, our senior secured notes previously purchased by us in open market transactions have been contributed to MU
Finance plc and retired.

Revolving credit facility

Our revolving credit facility agreement allows Manchester United Limited and Manchester United Football Club Limited to borrow up to
£75 million from a syndicate of lenders and J.P. Morgan Europe Limited as agent and security trustee. The facility consists of two individual facilities of
£50 million and £25 million. As of 30 June 2012, we had no outstanding borrowings and had £75 million in borrowing capacity under our
revolving credit facility agreement.

Our
revolving credit facility is scheduled to expire in 2016. Any amount still outstanding at that time will be due in full immediately on that date. The revolving credit facility
contains an annual minimum five-day "net clean down" mandatory repayment in order to reduce outstanding revolving loans to £25 million, net of certain credits for
unrestricted cash, for such five-day period.

Subject
to certain conditions, we may voluntarily prepay and/or permanently cancel all or part of the available commitments under the revolving credit facility by giving five business
days' prior notice to the Agent under the facility. Any loan drawn under the revolving credit facility is required to be repaid on the last day of each of its interest periods. Amounts repaid may
(subject to the terms of the revolving credit facility agreement) be reborrowed.

Loans
under the revolving credit facility bear interest at a rate per annum equal to LIBOR (or in relation to a loan in Euros, EURIBOR) plus the applicable margin and any mandatory cost.

The
applicable margin means 3.50% per annum, except if no event of default has occurred and is continuing, it means the following:

Total net leverage ratio (as defined in the revolving credit facility agreement) per annum

Margin %Equal to or greater than 4.5


3.50Equal to or greater than 4.0 but less than 4.5


3.25Equal to or greater than 3.5 but less than 4.0


3.00Equal to or greater than 3.0 but less than 3.5


2.75Less than 3.0


2.50


A
commitment fee is payable on the available but undrawn amount of the revolving credit facility, at a rate equal to 35% per annum of the applicable margin.

Our
revolving credit facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United Football Club Limited and MU
Finance plc and secured against the assets of those entities.

In
addition to the general covenants described below, the revolving credit facility contains a financial maintenance covenant requiring us to maintain consolidated EBITDA of not less
than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in
non-consecutive years) during the life of the revolving credit facility if we fail to qualify for the Champions League.

Our
revolving credit facility contains events of default typical in facilities of this type, as well as typical covenants including restrictions on incurring additional indebtedness,
paying dividends or making other distributions or repurchasing or redeeming our stock, making investments, selling assets,

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including
capital stock of restricted subsidiaries, entering into agreements restricting our subsidiaries' ability to pay dividends, consolidating, merging, selling or otherwise disposing of all or
substantially all of our assets, entering into sale and leaseback transactions, entering into transactions with our affiliates and incurring liens. The covenants in the revolving credit facility are
subject to certain thresholds and exceptions described in the agreement governing the revolving credit facility.

Alderley facility

The Alderley facility consists of a bank loan to Alderley Urban Investments Limited, a subsidiary of Manchester United Limited. The
loan attracts interest at LIBOR plus 1%. Approximately £2.6 million of the loan is repayable in quarterly installments through to July 2018, and the remaining balance of
approximately £4.2 million is repayable at par on 9 July 2018. The loan is secured against the Manchester International Freight Terminal which is owned by Alderley Urban
Investments Limited. As of 30 June 2012, £6.8 million was outstanding under the Alderley facility.

Loan stock issued to minority shareholder of MUTV

The loan stock issued to the minority shareholder of MUTV, Sky Ventures Limited, a wholly-owned subsidiary of Sky that is unrelated to
us or our principal shareholder, is unsecured and accrues interest at LIBOR plus 1% to 1.5%. The loan stock was repayable at par from 2007, though payment remains contingent upon the availability of
free cash flow within MUTV. Based on our current projections, we estimate that the loan stock will be repaid over approximately 17 years. As of 30 June 2012,
£4.4 million was outstanding on the loan stock.

C.    RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We do not conduct research and development activities.

D.    TREND INFORMATION

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since 30 June 2012
that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not
necessarily indicative of future operating results or financial conditions.

E.    OFF BALANCE SHEET ARRANGEMENTS

Transfer fees payable

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by
us if certain specific performance conditions are met. As noted above, we estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions
being met and monitor this on an ongoing basis. A provision of £1.8 million relating to this contingent consideration has been recognised on the balance sheet as of 30 June
2012, and the maximum additional amount that could be payable as of that date is £19.4 million.

Transfer fees receivable

Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if
certain specific performance conditions are met.
In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when

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probable
and recognised when virtually certain. As of 30 June 2012 we do not believe receipt of any such amounts to be probable.

Other commitments

In the ordinary course of business, we enter into operating lease commitments and capital commitments. These transactions are
recognised in the consolidated financial statements in accordance with IFRS as issued by IASB and are more fully disclosed therein.

As
of 30 June 2012, we had not entered into any other off-balance sheet transactions.

F.     TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Contractual Obligations

The following table summarises our contractual obligations as of 30 June 2012:

Payments due by period(1)Less than
1 year

1 - 3 years

3 - 5 years

More than
five years

Total(in £ thousands)Long-term debt obligations(2)


37,317


74,685


487,932


8,652


608,586Finance lease obligations














Operating lease obligations(3)


2,668


4,633


977


4,353


12,631Purchase obligations(4)


77,558


18,183


5,249


1,732


102,722Other long-term liabilities














Total


117,543


97,501


494,158


14,737


723,939


(1)This
table reflects contractual non-derivative financial obligations including interest and operating lease payments and therefore differs from
the carrying amounts in our consolidated financial statements.(2)As
of 30 June 2012, we had the following amounts outstanding of our 83/4% senior secured notes due 2017 and 83/8%
senior secured notes due 2017: £178 million of the sterling tranche of senior secured notes and $393 million of the US dollar tranche of senior secured notes. Other
long-term indebtedness consists of a bank loan to Alderley Urban Investments, a subsidiary of Manchester United Limited, and loan stock issued to the minority shareholder of MUTV, Sky
Ventures Limited. As of 30 June 2012, we had no amount outstanding under our revolving credit facility, £6.8 million outstanding under the Alderley facility, and
£4.4 million outstanding on the loan stock.(3)We
enter into operating leases in the normal course of business. Most lease arrangements provide us with the option to renew the leases at defined terms.
The future operating lease obligations would change if we were to exercise these options, or if we were to enter into additional new operating leases. See note 27.1 to our audited consolidated
financial statements as of and for the years ended 30 June 2012, 2011 and 2010 included elsewhere in this Annual Report.(4)Purchase
obligations include current other payable obligations, including obligations payable in the year ended 30 June 2013 related to acquisition
of players' registrations and capital commitments.


Except
as disclosed above and in note 27.3 to our audited consolidated financial statements as of 30 June 2012 and 2011 and for the years ended 30 June 2012, 2011
and 2010 included elsewhere in this Annual Report, as of 30 June 2012, we did not have any material contingent liabilities or guarantees.

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Contingencies

We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of
all pending legal proceedings, in the aggregate, will not have a material adverse effect on our business, financial condition or operating results. Further, we believe that the probability of any
losses arising from these legal proceedings is remote and accordingly no provision has been made in the consolidated balance sheet as of 30 June 2012 in accordance with IFRS.

As
of 30 June 2012, we had no material contingent liabilities in respect of legal claims arising in the ordinary course of business.

G.    SAFE HARBOR

See the Section entitled "Forward Looking Statements" at the beginning of this Annual Report.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.    DIRECTORS AND SENIOR MANAGEMENT

The following table lists each of our current executive officers, directors and director designees and their respective ages and positions as of the date of this
Annual Report.

Name

Age

PositionAvram Glazer


52

Executive Co-Chairman and DirectorJoel Glazer


45

Executive Co-Chairman and DirectorDavid Gill


55

Chief Executive Officer and DirectorEdward Woodward


40

Executive Vice Chairman and DirectorRichard Arnold


41

Commercial Director and DirectorMichael Bolingbroke


47

Chief Operating OfficerJamieson Reigle


35

Managing Director, Asia PacificKevin Glazer


50

DirectorBryan Glazer


47

DirectorDarcie Glazer Kassewitz


44

DirectorEdward Glazer


42

Director Designee*Robert Leitão


49

Independent DirectorManu Sawhney


45

Independent DirectorJohn Hooks


56

Independent Director Designee*


*Edward
Glazer and John Hooks will become members of our Board of Directors effective 1 November 2012.


The
following is a brief biography of each of our executive officers, directors and director designees:

Avram Glazer, aged 52, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football
Limited and Co-Chairman of Manchester United Limited. Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a US public company between from March 1995
to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. Mr. Glazer received a business degree from Washington
University in St. Louis in 1982. He received a law degree from American University, Washington College of Law in 1985.

Joel Glazer, aged 45, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football
Limited and Co-Chairman of Manchester United Limited. Mr. Glazer is Co-Chairman of the Tampa Bay Buccaneers. Mr. Glazer is a member of the NFL Finance and

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International
Committees. Mr. Glazer graduated from American University in Washington, D.C., in 1989 with a bachelor's degree.

David Gill,aged 55, is Chief Executive Officer and a Director of the Company. He was appointed to our board of directors on
30 April 2012. He is currently the Chief Executive Officer of Manchester United Limited, a member of the board of Manchester United Football Club Limited, Chairman of MUTV Limited and Chairman
of the board of trustees of the Manchester United Foundation. He joined Manchester United Limited as Finance Director in 1997 and was appointed Deputy Chief Executive in August 2000, Managing Director
in July 2001 and Chief Executive Officer in September 2003. On 14 July 2006, Mr. Gill was elected to the board of the Football Association, the governing body of association football in
England, and is a member of the FA Premier League Audit and Remuneration Committee. Additionally, Mr. Gill is a member of the board of the European Club Association, an organization
representing football clubs in Europe. His seat, along with the rest of the board of the European Club Association, is up for re-election in 2013. Mr. Gill is a member of the UEFA
professional Football Strategy Council, and vice chairman of UEFA's Club Competition Committee. Mr. Gill received a Bachelor of Commerce degree from the University of Birmingham in 1978 and in
July 2011 he was awarded an Honorary Doctorate from the University. He received his Chartered Accountancy qualification in 1981.

Edward Woodward, aged 40, is Executive Vice Chairman and a Director of the Company. He was appointed to our board of directors on
30 April 2012 and is currently the Executive Vice Chairman of Manchester United Limited, having been elected to its board of directors in February 2008. He is also director of Manchester United
Merchandising Limited and MUTV and is on the Marketing Committee of the European Clubs Association. On joining the club in 2005 he initially managed the capital structure of the group and advised on
the overall financial business plan. In 2007 he assumed responsibility for the commercial and media operations and developed and implemented a new overall commercial strategy for the club. This
resulted in a new structured approach to commercialising the brand, including developing the sponsorship strategy, led out of the London office. Mr. Woodward formerly worked as a senior
investment banker within J.P. Morgan's international mergers and acquisitions team between 1999 and 2005. Prior to joining J.P. Morgan, Mr. Woodward worked for PricewaterhouseCoopers in the
Accounting and Tax Advisory department between 1993 and 1999. He
received a Bachelor of Science degree in physics from Bristol University in 1993 and qualified for his Chartered Accountancy in 1996.

Richard Arnold, aged 41, is the Commercial Director and a Director of the Company. He is responsible for the management and growth of the
Company's sponsorship business, retail, merchandising, apparel & product licensing business, and new media & mobile business. In this capacity he was nominated for SportBusiness
International's Sports innovator of the year list in 2011. Mr. Arnold is on the board of Manchester United Merchandising Limited and MUTV. Mr. Arnold was previously Deputy Managing
Director of InterVoice Ltd responsible for the international channel sales and marketing division of InterVoice Inc., a NASDAQ listed technology company, between 2002 and 2007. He was
nominated as a finalist for Young Director of the Year by the United Kingdom Institute of Directors in 2004 and 2005. Prior to InterVoice, he worked at Global Crossing Europe Ltd, a company in
the technology sector, on its restructure between 1999 and 2002. Prior to this he was a senior manager in the telecommunications and media practice at PricewaterhouseCoopers from 1993 to 1999,
including working on the privatization of the Saudi Telecommunications Corporation and the Initial Public Offering of Orange in the United Kingdom. He received an honors Bachelor of Science degree in
biology from Bristol University in 1993 and received his Chartered Accountancy qualification in 1996.

Michael Bolingbroke, aged 47, is the Chief Operating Officer of the Company. He is responsible for ticketing, hospitality, match and
non-matchday operations, club secretarial functions, property management and corporate services including finance, human resources, legal and information

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technology.
He is also a board member of MUTV and a trustee on the board of the Club's Pension Fund. Prior to joining the Company, Mr. Bolingbroke was previously the Senior Vice President,
Shows at Cirque du Soleil, where he worked from March 2001 to April 2007 managing the strategy, profitability and operations of the Company's global business comprising fixed and touring shows. Prior
to joining Cirque du Soleil, Mr. Bolingbroke was the Senior Vice President, Operations at the Jim Henson Company, where he worked from July 1992 to March 2001. Mr. Bolingbroke was also
on the board of MUML (Manchester United Limited's joint venture partnership with Nike) from 9 October 2007 to 25 May 2010. Mr. Bolingbroke received his Bachelor of Arts degree
from Reading University in 1987 and a Master of Business Administration from the London Business School in 2001. He has been a member of the Institute of Chartered Accountants since 1991.

Jamieson Reigle, aged 35, is the Company's Managing Director, Asia Pacific. He is responsible for the management and growth of the
Company's businesses in the Asia Pacific region. Mr. Reigle joined Manchester United in 2007 and previously served as Director of Corporate Development with responsibility for the Company's
capital structure, investor relations and growth strategy. Prior to Manchester United Limited, Mr. Reigle worked in private equity with The Carlyle Group and in investment banking with J.P.
Morgan. He received a Bachelor of Arts degree in Economics from
Dartmouth College and a Master of Business Administration from Stanford University's Graduate School of Business.

Kevin Glazer, aged 50, is a Director of the Company. He is currently a director of Red Football Limited and a director of Manchester
United Limited. He is currently the Co-Chairman of First Allied Corporation. Mr. Glazer graduated from Ithaca College in 1984 with a Bachelor of Arts degree.

Bryan Glazer, aged 47, is a Director of the Company. He is currently a director of Red Football Limited and Manchester United Limited. He
is the Co-Chairman of the Tampa Bay Buccaneers and also serves on the NFL's Digital Media Committee. Mr. Glazer serves on the board of directors of the Glazer
Children's Museum. He received a bachelor's degree from the American University in Washington, D.C., in 1986 and received his law degree from Whittier College School of Law in 1989.

Darcie Glazer Kassewitz, aged 44, became a Director of the Company on 1 September 2012. She is currently a director of Red Football
Limited. Ms. Glazer is the Co-President of the Glazer Family Foundation. She graduated cum laude from the American University in 1990 and received a law degree in 1993 from Suffolk
Law School.

Edward Glazer, aged 42, will be appointed a Director of the Company as of 1 November 2012. He is currently a
non-executive director of Red Football Limited. He is Co-Chairman of the Tampa Bay Buccaneers and Co-Chairman of First Allied Corporation. Mr. Glazer is also
the co-President of the Glazer Family Foundation. Mr. Glazer received a bachelor's degree from Ithaca College in 1992.

Robert Leitão, aged 49, is an Independent Director of the Company. He is currently Head of Rothschild's Global Financing
Advisory business based in the UK. Mr. Leitão joined Rothschild in 1998 as a director and was appointed managing director in 2000, Head of Mergers and Acquisitions in 2001 and
Head of UK Investment Banking in 2008. Prior to joining Rothschild, Mr. Leitão worked for Morgan Grenfell & Co. Limited in London, where he was appointed a Director
in 1995. He also serves as a Trustee for The Pennies Foundation. Mr. Leitão received a Bachelor of Science degree in engineering from the University of London in 1984. He
received his Chartered Accountancy qualification in 1988.

Manu Sawhney, aged 45, became an Independent Director of the Company on 1 September 2012. He is currently ESPN STAR Sports Asia's
("ESS") Managing Director. As Managing Director, Mr. Sawhney led ESS's growth and expansion across multiple platforms in various local markets across Asia including business expansion in
Taiwan, start-up of a new joint venture in Korea, consolidation of business in China and securing long terms strategic partnerships in Malaysia and Singapore. Prior to

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heading
ESS's Asia operations, Mr. Sawhney served as the Executive Vice President of Programming/EMG/Marketing/Network Presentation. Mr. Sawhney also previously served as the Managing
Director of ESS's South Asia business. Before joining ESS, he worked for 3 years with ITC Global Holdings, a subsidiary of British American Tobacco. After completing his engineering degree,
Mr. Sawhney worked at Eicher Motors, a leading Indian farm equipment company. Mr. Sawhney holds a Bachelor's degree in Mechanical Engineering from the Birla Institute of
Technology & Science, Pilani, India, and received his Masters in International Business from Indian Institute of Foreign Trade, New Delhi, India.

John Hooks, aged 56, will be appointed an Independent Director of the Company as of 1 November 2012. He has been working in the
luxury fashion industry for over 30 years. He has held positions in some of the sector's most influential companies. Having graduated from Oxford University in 1978, he entered the fashion
industry through Gruppo Finanziario Tessile S.p.A. (GFT) in Turin, Italy, a company with which he remained for 14 years, holding a variety of positions, including that of Commercial
Director for Valentino, President, CIDAT USA, in New York and finally as Commercial Director for GFT Asia. In this role, from 1988 to 1994, he was responsible for the establishment of GFT's regional
subsidiary companies and the distribution network in Japan, South Korea, Hong Kong, as well as mainland China (one of the first foreign fashion companies to be present in the country) for brands
including Giorgio Armani, Christian Dior, Claude Montana, Valentino, Emanuel Ungaro, Trussardi and Pierre Cardin. In 1995, he joined Jil Sander A.G. in Hamburg, Germany, initially as Commercial
Director for Europe and Asia, before assuming global responsibility, when he was appointed Commercial and Retail Director in 1998. In 2000, Mr. Hooks was recruited by Giorgio
Armani S.p.A. as Group Commercial and Marketing Director, based at the company's Milan headquarters. In this role, he was charged with the expansion of the company's global wholesale and retail
network. He later assumed the role of deputy managing director and subsequently that of deputy chairman of the Armani group. In August 2011, he became the Group President of Ralph Lauren Europe and
the Middle East.

Family Relationships

Our Executive Co-Chairmen and Directors Avram Glazer and Joel Glazer, Directors Bryan Glazer, Kevin Glazer and Darcie
Glazer Kassewitz, and Director Designee Edward Glazer are siblings.

Arrangements or Understandings

None of our executive officers, directors or director designees have any arrangement or understanding with our principal shareholder,
customers, suppliers or other persons pursuant to which such executive officer, director or director designee was selected as an executive officer, director or director designee.

B.    COMPENSATION

We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our directors and members of the executive management
for services in all capacities to our Company or our subsidiaries for the 2012 fiscal year, as well as the amount contributed by our Company or our subsidiaries to retirement benefit plans for our
directors and members of the executive management board.

Directors and Executive Management Compensation

The compensation for each member of our executive management is comprised of the following elements: base salary, bonus, contractual
benefits and pension contributions. Total amount of compensation paid and benefits in kind provided to the members of our board of directors and our executive management employees for the fiscal year
2012 was £6.9 million. We do not currently maintain any bonus or profit-sharing plan for the benefit of the members of our executive management, however, certain members of our
executive management are eligible to receive annual bonuses pursuant to the terms of their service agreements. The total amount set aside or accrued by us to provide pension, retirement or similar
benefits to our directors and our executive management employees with respect to the fiscal year 2012 was £116,588.

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Employment or Service Agreements

We have entered into written employment or service agreements with each of the members of our executive management, which agreements
provide, among other things, for benefits upon a termination of employment. Members of our executive management are eligible to receive annual share-based awards (or cash and share-based awards)
pursuant to our Equity Plan (the "LTIP Awards"). The amount of the LTIP Awards will generally be subject to the discretion of our board of directors and our remuneration committee. It is anticipated
that, in order to encourage retention, the LTIP Awards will be eligible to become vested over a multi-year period following the date of grant. In connection with their receipt of LTIP
Awards, each member of our executive management will agree to hold a minimum of that number of Class A ordinary shares with a value equal to such member's annual salary for so long as such
member is employed by us.

As
of 30 June 2012 no share-based compensation awards had been granted or issued. On 15 August 2012 certain directors and members of our executive management were awarded
newly issued shares, pursuant to our Equity Plan, as a reward for their efforts in connection with the IPO and to align their interests with our shareholders going forward. The total number of newly
issued shares awarded was 139,895 Class A ordinary shares. These shares are subject to varying vesting schedules over a three year period.

We
have not entered into written employment or service agreements with our outside directors, including any member of the Glazer family. However, we may in the future enter into
employment or services agreements with such individuals, the terms of which may provide for, among other things, cash or equity based compensation and benefits.

Share-Based Compensation Awards

We currently have one share-based compensation award plan, namely the 2012 Equity Incentive Award Plan, established in 2012.

2012 Equity Incentive Award Plan (the 'Equity Plan')

The principal purpose of the Equity Plan is to attract, retain and motivate selected employees, consultants and
non-employee directors through the granting of share-based and cash-based compensation awards. The principal features of the Equity Plan are summarized below.

Share reserve

Under the Equity Plan, 16,000,000 shares of our Class A ordinary shares have initially been reserved for issuance pursuant to a
variety of share-based compensation awards, including share options, share appreciation rights, or SARs, restricted share awards, restricted share unit awards, deferred share awards, deferred share
unit awards, dividend equivalent awards, share payment awards and other share-based awards. Of these reserved shares, 15,860,105 remain available for issuance.

Administration

The remuneration committee of our board of directors (or other committee as our board of directors may appoint) administers the Equity
Plan unless our board of directors assumes authority for administration. Subject to the terms and conditions of the Equity Plan, the administrator has the authority to select the persons to whom
awards are to be made, determines the types of awards to be granted, the number of shares to be subject to awards and the terms and conditions of awards, and makes all other determinations and can
take all other actions necessary or advisable for the administration of the Equity Plan. The administrator is also authorised to adopt, amend or rescind rules relating to the administration of the
Equity Plan. Our board of directors has the authority at all

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times
to remove the remuneration committee (or other applicable committee) as the administrator and revest in itself the authority to administer the Equity Plan.

Eligibility

The Equity Plan will provide that share options, share appreciation rights ("SARs"), restricted shares and all other awards may be
granted to individuals who will then be our non-employee directors, officers, employees or consultants or the non-employee directors, officers, employees or consultants of
certain of our subsidiaries.

Awards

The Equity Plan provides that the administrator may grant or issue share options, SARs, restricted shares, restricted share units,
deferred shares, deferred share units, dividend equivalents, share payments and other share-based awards, or any combination thereof. Each award will be set forth in a separate agreement with the
person receiving the award and will indicate the type, terms and conditions of the award.



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Change in control

The Equity Plan provides that the administrator may, in its discretion, provide that awards issued under the Equity Plan will be
subject to acceleration, cash-out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or
transactions. In addition, the administrator has complete discretion to structure one or more awards under the Equity Plan to provide that such awards will become vested and exercisable or payable on
an accelerated basis in the event such awards are assumed or replaced with equivalent awards but the individual's service with us or the acquiring entity is subsequently terminated within a designated
period following the change in control event. A change in control event under the Equity Plan is generally defined as a merger, consolidation, reorganisation or business combination in which we are
involved, directly or indirectly (other than a merger, consolidation, reorganisation or business combination which results in our outstanding voting securities immediately before the transaction
continuing to represent a majority of the voting power of the acquiring company's outstanding voting securities) after which a person or group (other than our existing equity-holders) beneficially
owns more than 50% of the outstanding voting securities of the surviving entity immediately after the transaction, or the sale, exchange or transfer of all or substantially all of our assets.

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Adjustments of awards

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off,
recapitalisation, distribution of our assets to shareholders (other than normal cash dividends) or any other corporate event affecting the number of outstanding Class A ordinary shares in our
capital or the share price of our Class A ordinary shares that would require adjustments to the Equity Plan or any awards under the Equity Plan in order to prevent the dilution or enlargement
of the potential benefits intended to be made available thereunder, the Equity Plan provides that the administrator may make equitable adjustments, as determined in its discretion, to the aggregate
number and type of shares subject to the Equity Plan, the number and kind of shares subject to outstanding awards and the terms and conditions of outstanding awards (including, without limitation, any
applicable performance targets or criteria with respect to such awards), and the grant or exercise price per share of any outstanding awards under the Equity Plan.

Amendment and termination

The Equity Plan provides that our board of directors or the remuneration committee (with the approval of the board of directors) may
terminate, amend or modify the Equity Plan at any time and from time to time. However, the Equity Plan generally requires us to obtain shareholder approval to the extent required by applicable law,
rule or regulation (including any applicable stock exchange law), including in connection with any amendments to increase the number of shares available under the Equity Plan (other than in connection
with certain corporate events, as described above).

Securities laws

The Equity Plan is designed to comply with all applicable provisions of the Securities Act and the Exchange Act and, to the extent
applicable, any and all regulations and rules promulgated by the SEC thereunder. The Equity Plan is administered, and stock options will be granted and may be exercised, only in such a manner as to
conform to such laws, rules and regulations.

C.    BOARD PRACTICES

Board of Directors

Immediately following the reorganisation transactions and completion of the public offering of our shares on 10 August 2012, our
board of directors comprised of eight directors, one of whom (Mr. Robert Leitão) is an independent director. In September 2012, the size of our board of directors was increased
to 10 following the appointment of Darcie Glazer Kassewitz and Manu Sawhney as directors of the Company. Manu Sawhney is an independent director of the Company. Any director on our board may be
removed by way of an ordinary resolution of shareholders or by our shareholders holding a majority of the voting power of our outstanding ordinary shares by notice in writing to the Company. Any
vacancies on our board of directors or additions to the existing board of directors can be filled by our shareholders holding a majority of the voting power of our outstanding ordinary shares by
notice in writing to the Company. Each of our directors holds office until he resigns or is recused from office as discussed above.

Committees of the Board of Directors and Corporate Governance

Our board of directors has established an audit committee and a remuneration committee. The composition and responsibilities of each
committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. In the future, our board of directors may
establish other committees, as it deems appropriate, to assist with its responsibilities.

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Audit committee

Immediately following the reorganisation transactions and completion of the public offering our audit committee consisted of
Mr. Robert Leitão. Our board of directors has determined that Mr. Robert Leitão satisfies the "independence" requirements set forth in
Rule 10A-3 under the Exchange Act. Mr. Robert Leitão acts as chairman of our audit committee and satisfies the criteria of an audit committee financial expert
as set forth under the applicable rules of the Exchange Act. Following his appointment to the board of directors in September 2012, Mr. Manu Sawhney was also appointed a member of our audit
committee. The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. A copy of our audit committee charter is available on our website
at www.manutd.com. The audit committee is responsible for, among other things:



Remuneration committee

Immediately following the reorganisation transactions and completion of the public offering our remuneration committee consisted of
Messrs. Joel Glazer, Avram Glazer and Robert Leitão. Mr. Joel Glazer is the chairman of our remuneration committee. A copy of our remuneration committee charter is
available on our website at www.manutd.com. The remuneration committee is responsible for, among other things:



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We
have availed ourselves of certain exemptions afforded to foreign private issuers under New York Stock Exchange rules, which exempt us from the requirement that we have a remuneration
committee composed entirely of independent directors.

D.    EMPLOYEES

The average monthly number of employees during the years ended 30 June 2012, 2011 and 2010, including directors, was as follows:

2012
Number

2011
Number

2010
NumberAverage number of employees:Footballplayers


79


71


68Footballtechnical and coaching


80


70


68Commercial


76


53


40Media


73


65


57Administration and other


388


369


359Average monthly number of employees


696


628


592


We
are not signatory to any labor union collective bargaining agreement. We also engaged approximately 2,376 temporary employees in 2012 (2011: 2,191; 2010: 1,869) on a regular basis to
perform, among other things, catering, security, ticketing, hospitality and marketing services during matchdays at Old Trafford. Compensation to full-time and temporary employees is
accounted for in our employee benefit expenses.

E.    SHARE OWNERSHIP

The following table shows the number of shares owned by our directors and members of our executive management as of 10 October 2012:

Class A
Ordinary
Shares

%

Class B
Ordinary
Shares

%

% of
Total
Voting
Power(1)Avram Glazer(2)














Joel Glazer(2)














David Gill


(*
)

(*
)







(*
)Edward Woodward


(*
)

(*
)







(*
)Richard Arnold


(*
)

(*
)







(*
)Michael Bolingbroke


(*
)

(*
)







(*
)Jamieson Reigle


(*
)

(*
)







(*
)Kevin Glazer(2)














Bryan Glazer(2)














Darcie Glazer Kassewitz(2)














Robert Leitão














Manu Sawhney

















(1)Percentage
of total voting power represents voting power with respect to all of our Class A and Class B
ordinary shares, as a single class. The holders of our Class B ordinary shares are entitled to 10 votes per share, and holders of our Class A ordinary shares are entitled to one vote per
share.


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(2)Red
Football LLC is a wholly-owned subsidiary of Red Football Limited Partnership. The general partner of Red Football Limited Partnership is Red
Football General Partner Inc. Trusts controlled by six lineal descendants of Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as
an equal percentage of the limited partnership interests in Red Football Limited Partnership. These lineal descendants of Mr. Glazer are also directors of Red Football General
Partner Inc. The six lineal descendants of Mr. Glazer are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin Glazer. Joel Glazer is the president
of Red Football General Partner Inc. The lineal descendants of Mr. Malcolm Glazer may be deemed to share beneficial ownership of the shares held by Red Football Limited Partnership as a
result of their status as shareholders of Red Football General Partner Inc., President of Red Football General Partner Inc. (with respect to Joel Glazer) and holders of limited
partnership interests in Red Football Limited Partnership. Information on Red Football LLC's shareholding in the Company can be found in "Item 7. Major Shareholders and Related Party
TransactionsA. Major Shareholders".(*)These
directors and members of our executive management individually own less than 1% of our Class A ordinary shares.


ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    MAJOR SHAREHOLDERS

The following table shows our major shareholders (shareholders that are beneficial owners of 5% or more of each class of the Company's voting shares) as of
10 October 2012, based on notifications made to the Company or public filings:

Class A
Ordinary
Shares

%

Class B
Ordinary
Shares

%

% of
Total
Voting
Power(1)Red Football LLC(2)


23,019,033


57.80
%

124,000,000


100.00
%

98.70
%Soros Fund Management LLC


3,114,588


7.82
%







0.24
%


(1)Percentage
of total voting power represents voting power with respect to all of our Class A and Class B
ordinary shares, as a single class. The holders of our Class B ordinary shares are entitled to 10 votes per share, and holders of our Class A ordinary shares are entitled to one vote per
share.(2)See
"Controlling Shareholder" below for further information on Red Football LLC.


Since
the formation of the Company on 30 April 2012, the only significant changes of which we have been notified in the percentage ownership of our shares by our major
shareholders described above were that:



U.S. Resident Shareholders of Record

As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. As of
9 October 2012, we had 23,022,549 Class A ordinary shares held by 421 U.S. resident shareholders of record, representing approximately 1.80% of total voting power and

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124,000,000
Class B ordinary shares held by one U.S. resident shareholder of record, representing approximately 96.90% of total voting power.

Controlling Shareholder

Our controlling shareholder is Red Football LLC, a Delaware limited liability company. Red Football LLC is a wholly-owned
subsidiary of Red Football Limited Partnership. The general partner of Red Football Limited Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants of
Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership interests in Red Football Limited
Partnership. These lineal descendants of Mr. Glazer are also directors of Red Football General Partner Inc. The six lineal descendants of Mr. Glazer are Avram Glazer, Joel Glazer,
Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin Glazer. Joel Glazer is the president of Red Football General Partner Inc. The lineal descendants of Mr. Malcolm Glazer may
be deemed to share beneficial ownership of the shares held by Red Football Limited Partnership as a result of their status as shareholders of Red Football General Partner Inc., President of Red
Football General Partner Inc. (with respect to Joel Glazer) and holders of limited partnership interests in Red Football Limited Partnership.

As
of 10 October 2012, Red Football LLC owned 23,019,033 of our Class A ordinary shares and 124,000,000 of our Class B ordinary shares, representing in total
98.70% of total voting power.

Shareholders' Arrangements

As of 10 October 2012, the Company was not aware of any shareholders' arrangements which may result in a change of control of
the Company.

B.    RELATED PARTY TRANSACTIONS

Loans to Controlling Shareholder

Our subsidiary, Manchester United Limited, granted loans to affiliates of our controlling shareholder in 2008. The agreement governing
these loans was subsequently amended on 5 November 2009 and again on 22 November 2010. The loans were in an aggregate amount of £10.0 million and were fully drawn
(£1.7 million to each of the six lineal descendants of Mr. Malcolm Glazer: Ms. Darcie Glazer Kassewitz and Messrs. Avram, Bryan, Edward, Joel and Kevin Glazer).
Messrs. Avram and Joel Glazer each serve as Executive Co-Chairman of the Company and as a director on our board of directors. Messrs. Bryan and Kevin Glazer each serve as a
director on our board of directors. Ms. Darcie Glazer Kassewitz became a director on our board of directors in September 2012. Mr. Edward Glazer will become a director on our board of
directors on 1 November 2012. The interest rate on the loans was 5.5%. Interest was paid in cash pursuant to the terms of the loans in the year ended 30 June 2012 amounting to
£457,491. We believe the terms of the loans were at least as favourable to us as compared to terms that we would have received in connection with a loan to an independent third party. The
loans were borrowed for general personal purposes. In connection with the £10.0 million dividend distributed to our principal shareholder on 25 April 2012, the loans were
repaid in full on 25 April 2012.

Senior Secured Notes Held by Kevin Glazer

Mr. Kevin Glazer, who is a director on our board of directors, and certain members of his immediate family acquired a portion of
our outstanding senior secured notes in an aggregate principal amount of $10,600,000 in open market transactions in October 2010 and January 2011 (the "Relevant Notes"). The Relevant Notes pay
interest at a rate of 83/8% and are subject to the other terms and

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conditions
as described therein. The terms of the Relevant Notes are on an arm's length basis. They were acquired for general investment purposes.

Consulting Fees

We incurred a management fee of £3.0 million in fiscal year 2012, payable to our principal shareholder, Red
Football LLC. The management fees were for the provision of consulting services to us, including strategic, sponsorship, commercial partnership, marketing, finance and related advice, and such
other services consistent with those we reasonably required.

The
consulting arrangement with Red Football LLC was terminated prior to the public offering in August 2012.

ITEM 8.    FINANCIAL INFORMATION

A.    CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

Consolidated Financial Statements

See "Item 18. Financial Statements."

Legal and Arbitration Proceedings

There have been no governmental, judicial or arbitration proceedings (including any such proceedings which are pending or threatened of
which we are aware) during the period between 1 July 2010 and the date of this Annual Report which may have, or have had in the recent past, significant effects on our financial position and
profitability.

Dividend Policy

We do not currently intend to pay cash dividends on our Class A ordinary shares in the foreseeable future. However, if we do pay
a cash dividend on our Class A ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands
law. Our board of directors has complete discretion regarding the declaration and payment of dividends, and our controlling shareholder will be able to influence our dividend policy.

The
amount of any future dividend payments we may make will depend on, among other factors, our strategy, future earnings, financial condition, cash flow, working capital requirements,
capital expenditures and applicable provisions of our amended and restated memorandum and articles of association. Any profits or share premium we declare as dividends will not be available to be
reinvested in our operations. Moreover, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends, distributions and other
transfers from our subsidiaries to make dividend payments, and the terms of our subsidiaries' debt and other agreements restrict the ability of our subsidiaries to make dividends or other
distributions to us. Specifically, pursuant to the our revolving credit facility and the indenture governing our senior secured notes, there are restrictions on our subsidiaries' ability to distribute
dividends to us, and dividend distributions by our subsidiaries are the principal means by which we would have the necessary funds to pay dividends on our Class A ordinary shares for the
foreseeable future.

Any
dividends we declare on our ordinary shares will be in respect of both our Class A ordinary shares and Class B ordinary shares, and will be distributed such that a
holder of one of our Class B ordinary shares will receive the same amount of the dividends that are received by a holder of one of our Class A ordinary shares. We will not declare any
dividend with respect to the Class A ordinary

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shares
without declaring a dividend on the Class B ordinary shares, and vice versa. On 25 April 2012, we made a distribution of £10.0 million to our controlling
shareholder.

B.    SIGNIFICANT CHANGES

Reorganisation transactions and initial public offering ("IPO")

As a result of the reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football
Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.

Immediately
following the reorganisation on 9 August 2012, Manchester United plc had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A
ordinary shares, totaling 155,352,366 ordinary shares with a total subscribed capital of £50,000. On 10 August 2012, the Company listed a further 8,333,334 Class B ordinary
shares on the NYSE at an issue price of $14 per share. Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.

Management
expect that the reorganisation will result in the Company being treated as a US domestic corporation for tax purposes. As a result, the Company will be subject to US federal
income tax (currently at a statutory rate of 35%) on worldwide income. Prior to the reorganisation, the Company had applied the UK statutory rate of 25.5% (2011 27.5%; 2010: 28%) to taxable income.
Furthermore, the Company will be subject to both US and UK tax rules in the future whereas, prior to the reorganisation, the Company had been previously subject to only UK tax rules. The resulting
impact of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities
prospectively from the date of the reorganisation.

Playing registrations

The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2012, for total proceeds, net of
associated costs, of £6,478,000. The associated net book value was £1,898,000. These registrations have not been reclassified as held for sale as the associated net book value
is not considered to be material.

Subsequent
to 30 June 2012, the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of
£32,735,000.

Senior secured note purchases

On 14 September 2012, the Company repurchased the sterling equivalent of £62,618,000 of senior secured notes
comprising US$101,730,000 of US dollar denominated senior secured notes. The consideration paid amounted to £67,863,000. The repurchased senior secured notes have been retired.

Commercial revenueshirt sponsor

On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General
Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt
sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive
approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and
exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.

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ITEM 9.    THE OFFER AND LISTING

Price History of Stock

Ordinary shares listed on the New York Stock Exchange ("NYSE")

Our shares were approved for listing on the NYSE on 10 August 2012. Prior to this listing, no public market existed for our
ordinary shares. The table below shows the quoted high and low closing sales prices in USD on the NYSE for our shares for the indicated periods.

Per ShareHigh

Low(in USD)Quarterly2013First Quarter (through 10 October)


14.20


12.18Monthly2013October (through 10 October)


13.36


12.55September


13.38


12.18August


14.20


13.06


Markets

We are incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time and our
shares are listed on the NYSE under the symbol "MANU". We listed 16,666,667 Class A ordinary shares on 10 August 2012. For more information on our shares see "Item 10. Additional
InformationB. Memorandum and Articles of Association and Other Share Information".

ITEM 10.    ADDITIONAL INFORMATION

A.    SHARE CAPITAL

Not applicable.

B.    MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION

A copy of our amended and restated memorandum and articles of association is attached as Exhibit 1.1 to this Annual Report. The information called for by
this Item has been reported previously in our Registration Statement on Form F-1 (File No. 333-182535), filed with the SEC on 3 July 2012, as amended,
under the heading "Description of Share Capital," and is incorporated by reference into this Annual Report.

C.    MATERIAL CONTRACTS

The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we are a party, for
the two years immediately preceding the date of this Annual Report:



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D.    EXCHANGE CONTROLS

There are no Cayman Islands exchange control regulations that would affect the import or export of capital or the remittance of dividends, interest or other
payments to non-resident holders of our shares.

E.    TAXATION

The following is a summary of material US federal income tax consequences relevant to US Holders and Non-US Holders (each as defined below) acquiring,
holding and disposing of the Company's Class A ordinary shares. This summary is based on the Internal Revenue Code, final, temporary and proposed US Treasury regulations and administrative and
judicial interpretations, all of which are subject to change, possibly with retroactive effect. Furthermore, we can provide no assurance that the tax consequences contained in this summary will not be
challenged by the Internal Revenue Service (the "IRS") or will be sustained by a court if challenged.

This
summary does not discuss all aspects of US federal income taxation that may be relevant to investors in light of their particular circumstances, such as investors subject to special
tax rules, including without limitation the following, all of whom may be subject to tax rules that differ significantly from those summarised below:



This
summary does not address non-income tax consequences, such as estate, gift or alternative minimum tax consequences, and does not address state, local or
non-US tax consequences. This summary only addresses investors that acquire our Class A ordinary shares, and it assumes that investors will hold their Class A ordinary shares
as capital assets (generally, property held for investment).

For
purposes of this summary, a "US Holder" is a beneficial owner of the Company's Class A ordinary shares that is, for US federal income tax
purposes:



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A
"Non-US Holder" is a beneficial owner of the Company's Class A ordinary shares that is not a US Holder.

If
an entity treated as a partnership for US federal income tax purposes holds the Company's Class A ordinary shares, the tax treatment of a partner in the partnership generally
will depend upon the status of the partner and the activities of the partnership. Partners of partnerships considering an investment in the Class A ordinary shares are encouraged to consult
their tax advisors regarding the tax consequences of the ownership and disposition of Class A ordinary shares.

Treatment of the Company as a Domestic Corporation for US Federal Income Tax Purposes

Even though the Company is organized as a Cayman Islands corporation, it should be treated as a domestic corporation for US federal
income tax purposes pursuant to Section 7874 of the Code. Although the relevant Treasury Regulations promulgated under Section 7874 of the Code were only recently issued and have not
been interpreted by the courts, this position is based on the fact that (i) the Company has indirectly acquired substantially all of the properties constituting a trade or business of an entity
treated as a domestic partnership prior to the public offering, (ii) it has no employees based in the Cayman Islands and owns no assets in the Cayman Islands and (iii) at least 80% of
the stock of the Company is owned by partners of the domestic partnership (by reason of their ownership of such partnership), disregarding for these purposes stock of the Company which is sold in the
public offering (including pursuant to the over-allotment option, if any). As such, the Company should generally be subject to US federal income tax as if it were organized under the laws
of the United States or a state thereof. The Company's status as a domestic corporation for US federal income tax purposes also has implications for all shareholders; distributions made by a foreign
corporation that is not treated as a domestic
corporation pursuant to Section 7874 of the Code are generally not treated as US-source dividends and not subject to US dividend withholding tax.

US Holders

Distributions

Distributions made by the Company in respect of its Class A ordinary shares will be treated as US-source dividends
includible in the gross income of a US Holder as ordinary income to the extent of the Company's current and accumulated earnings and profits, as determined under US federal income tax principles. To
the extent the amount of a distribution exceeds the Company's current and accumulated earnings and profits, the distribution will be treated first as a non-taxable return of capital to the
extent of a US Holder's adjusted tax basis in the Class A ordinary shares and thereafter as gain from the sale of such shares. Subject to applicable limitations and requirements, dividends
received on the Class A ordinary shares generally should be eligible for the "dividends received deduction" available to corporate shareholders. For taxable years beginning before
1 January 2013, a dividend paid by the Company to a non-corporate US Holder generally will be eligible for preferential rates if certain holding period requirements are met.

The
US dollar value of any distribution made by the Company in foreign currency will be calculated by reference to the exchange rate in effect on the date of the US Holder's actual or

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constructive
receipt of such distribution, regardless of whether the foreign currency is in fact converted into US dollars. If the foreign currency is converted into US dollars on such date of
receipt, the US Holder generally will not recognize foreign currency gain or loss on such conversion. If the foreign currency is not converted into US dollars on the date of receipt, such US Holder
will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other taxable disposition of the foreign currency
generally will be US-source ordinary income or loss to such US Holder.

Sale or other disposition

A US Holder will recognise gain or loss for US federal income tax purposes upon a sale or other taxable disposition of its
Class A ordinary shares in an amount equal to the difference between the amount realized from such sale or disposition and the US Holder's adjusted tax basis in the Class A ordinary
shares. A US Holder's adjusted tax basis in the Class A ordinary shares generally will be the US Holder's cost for the shares. Any such gain or loss generally will be US-source
capital gain or loss and will be long-term capital gain or loss if, on the date of sale or disposition, such US Holder held the Class A ordinary shares for more than one year.
Long-term capital gains derived by non-corporate US Holders are eligible for taxation at reduced rates. The deductibility of capital losses is subject to significant
limitations.

Information reporting and backup withholding

Payments of dividends on or proceeds arising from the sale or other taxable disposition of Class A ordinary shares generally
will be subject to information reporting and backup withholding if a US Holder (i) fails to furnish such US Holder's correct US taxpayer identification number (generally on IRS
Form W-9), (ii) furnishes an incorrect US taxpayer identification number, (iii) is notified by the IRS that such US Holder has previously failed to properly report
items subject to backup withholding, or (iv) fails to certify under penalty of perjury that such US Holder has furnished its correct US taxpayer identification number and that the IRS has not
notified such US Holder that it is subject to backup withholding.

Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a credit against a US Holder's US federal income tax
liability or will be refunded, if the US Holder furnishes the required information to the IRS in a timely manner.

Non-US Holders

Distributions

Subject to the discussion under "Foreign Account Tax Compliance Act" below, distributions treated as dividends (see
"US HoldersDistributions" above) by the Company to Non-US Holders will be subject to US federal withholding tax at a 30% rate, except as may be provided by an
applicable income tax treaty. To obtain a reduced rate of US federal withholding under an applicable income tax treaty, a Non-US Holder will be required to certify its entitlement to
benefits under the treaty, generally on a properly completed IRS Form W-8BEN.

However,
dividends that are effectively connected with a Non-US Holder's conduct of a trade or business within the United States and, where required by an income tax treaty,
are attributable to a permanent establishment or fixed base of the Non-US Holder, are not subject to the withholding tax described in the previous paragraph, but instead are subject to US
federal net income tax at graduated rates, provided the Non-US Holder complies with applicable certification and disclosure requirements, generally by providing a properly completed IRS
Form W-8ECI. Non-US Holders that are corporations may also be subject to an additional branch profits tax at a 30% rate, except as may be provided by an applicable
income tax treaty.

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Sale or other disposition

Subject to the discussion under "Foreign Account Tax Compliance Act" below, a Non-US Holder will not be
subject to US federal income tax in respect of any gain on a sale or other disposition of the Class A ordinary shares unless:



Non-US
Holders described in the first bullet point above will be subject to tax on the net gain derived from the sale under regular graduated US federal income tax rates and,
if they are foreign corporations, may be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Non-US
Holders described in the second bullet point above will be subject to a flat 30% tax on any gain derived on the sale or other taxable disposition, which gain may be offset by certain
US-source capital losses. The Company is not, and does not anticipate becoming, a "US real property holding corporation" for US federal income tax purposes.

Information reporting and backup withholding

Generally, the Company must report annually to the IRS and to Non-US Holders the amount of distributions made to
Non-US Holders and the amount of any tax withheld with respect to those payments. Copies of the information returns reporting such distributions and withholding may also be made available
to the tax authorities in the country in which a Non-US Holder resides under the provisions of an applicable income tax treaty or tax information exchange agreement.

A
Non-US Holder will generally not be subject to backup withholding with respect to payments of dividends, provided the Company receives a properly completed statement to the
effect that the Non-US Holder is not a US person and the Company does not have actual knowledge or reason to know that the holder is a US person. The requirements for the statement will be
met if the Non-US Holder provides its name and address and certifies, under penalties of perjury, that it is not a US person (which certification may generally be made on IRS
Form W-8BEN) or if a financial institution holding the Class A ordinary shares on behalf of the Non-US Holder certifies, under penalties of perjury, that such
statement has been received by it and furnishes the Company or its paying agent with a copy of the statement.

Except
as described below under "Foreign Account Tax Compliance Act", the payment of proceeds from a disposition of Class A ordinary shares to or through a
non-US office of a non-US broker will not be subject to information reporting or backup withholding unless the non-US broker has certain types of relationships with
the United States. In the case of a payment of proceeds from the disposition of Class A ordinary shares to or through a non-US office of a broker that is either a US person or such
a US-related person, US Treasury regulations require information reporting (but not backup withholding) on the payment unless the broker has documentary evidence in its files that the
Non-US Holder is not a US person and the broker has no knowledge to the contrary.

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Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a Non-US Holder's US
federal income tax liability, provided the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

Legislation incorporating provisions referred to as the Foreign Account Tax Compliance Act ("FATCA") was enacted on 18 March
2010. Pursuant to FATCA, withholding taxes may apply to certain types of payments made to "foreign financial institutions" (as defined under those rules) and certain other non-US entities.
The failure to comply with additional certification, information reporting and other specified requirements could result in a withholding tax being imposed on payments of dividends and sales proceeds
to foreign intermediaries and certain Non-US Holders. A 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our Class A
ordinary shares paid to a foreign financial institution or to a non-financial foreign entity, unless (i) the foreign financial institution undertakes certain diligence and reporting
obligations, (ii) the non-financial foreign entity either certifies it does not have any substantial US owners or furnishes identifying information regarding each substantial US
owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial
institution and is subject to the diligence and reporting requirements in clause (i) above, it generally must enter into an agreement with the US Treasury requiring, among other things, that it
undertake to identify accounts held by certain US persons or US-owned foreign entities, annually report certain information about such accounts and withhold 30% on payments to
non-compliant foreign financial institutions and certain other account holders.

Although
this legislation currently applies to applicable payments made after 31 December 2012, the IRS has recently issued proposed Treasury regulations providing that the
withholding provisions described above will generally apply to payments of dividends on our Class A ordinary shares made on or after 1 January 2014 and to payments of gross proceeds from
a sale or other disposition of Class A ordinary shares on or after January 1, 2015. Prospective investors are encouraged to consult their tax advisors regarding this legislation.

Material Cayman Islands Tax Considerations

There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Company will be
received free of all Cayman Islands taxes. The Company has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of
such undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty
or inheritance tax, will apply to any property comprised in or any income arising under the Company, or to the shareholders thereof, in respect of any such property or income.

F.     DIVIDENDS AND PAYING AGENTS

Not applicable.

G.    STATEMENTS BY EXPERTS

Not applicable.

H.    DOCUMENTS ON DISPLAY

You may read and copy any reports or other information that we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC

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maintains
an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

We
also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any
amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is
www.manutd.com. The information contained on our website is not incorporated by reference in this document.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Our operations are exposed to a variety of financial risks that include currency risk, interest rate risk and cash flow risk. We review
and agree policies for managing these risks, which are then implemented by our finance department. Please refer to note 29 to our audited consolidated financial statements as of 30 June
2012 and 2011 and for the three years ended 30 June 2012 for a fuller quantitative and qualitative discussion on the market risks to which we are subject and our policies with respect to
managing those risks. The policies are summarized below:

Currency risk

We are exposed to both translational and transactional risk of fluctuations in foreign exchange rates. A significant currency risk we
face relates to the revenue received in Euros
as a result of participation in the Champions League. We seek to hedge economically the majority of the currency risk of this revenue by placing forward contracts at the point at which it becomes
reasonably certain that we will receive the revenue.

We
also receive a significant amount of sponsorship revenue denominated in US dollars. As a result of the US dollar element of certain of our senior secured notes, interest is paid on
these senior secured notes in US dollars, therefore we will typically only consider hedging such exposures to the extent that there is an excess of currency receivable after the interest payments have
been made and after taking into consideration the credit risk of the counterparty.

At
30 June 2012, we had a total of $393 million of US dollar denominated senior secured notes, the principal of which is not economically hedged, and is therefore
retranslated at the closing rate for each reporting date.

Payment
and receipts of transfer fees may also give rise to foreign currency exposures. Due to the nature of player transfers we may not always be able to predict such cash flow until
the transfer has taken place. Where possible and depending on the payment profile of transfer fees payable and receivable we will seek to hedge economically future payments and receipts at the point
it becomes reasonably certain that the payments will be made or the revenue will be received.

Other
than as disclosed herein, we have no additional hedging policies.

During
the year ended 30 June 2012, we incurred a £5.2 million net unrealised foreign exchange loss on our US dollar denominated senior secured notes. Based on
foreign exchange rates existing as of 30 June 2012, a 10% appreciation of the UK pound sterling compared to the US dollar would have resulted in approximately £17.6 million
of net unrealised foreign exchange gains during the year ended 30 June 2012. Conversely, a 10% depreciation of the UK pound sterling compared to the US dollar would have resulted in
approximately £33.0 million of net unrealised foreign exchange losses during the year ended 30 June 2012.

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Interest rate risk

Our interest rate risk relates to changes in interest rates for borrowings under our revolving credit facility and any long term bank
borrowings. These borrowing bear interest at variable rates. We had no amounts outstanding under our revolving credit facility on 30 June 2012. As of 30 June 2012,
£6.8 million remained outstanding under our Alderley credit facility. A hypothetical one percentage point increase in interest rates on our variable rate indebtedness would increase
our annual interest expense by approximately £68,000.

We
have entered into swap agreements with terms remaining of between three months to six years. As of 30 June 2012, the fair value of these interest rate swaps was a liability of
£1.7 million, compared with a liability of £1.4 million at 30 June 2011.

Derivative Financial Instruments

Foreign currency forward contracts

We enter into foreign currency forward contracts to purchase and sell foreign currency in order to minimize the impact of currency
movements on our financial performance primarily for our exposure to Broadcasting revenue received in Euros for our participation in European competitions and Commercial revenue received in US dollars
for certain sponsorship contracts.

Interest rate swaps

Prior to refinancing our previous secured senior facilities with our senior secured notes, we entered into interest rate swap
agreements to fix the interest rate on a large proportion of those variable rate senior facilities. Under the interest rate swap arrangement, we agreed to make interest payments at a fixed rate of
5.0775% as required under the terms of the facility agreement in return for receiving a floating rate pegged to LIBOR, on a notional amount of
£450 million of senior facilities agreements. At 29 January 2010, largely as a result of falling interest rates, our mark-to-market loss on these
interest rate swap agreements amounted to £40.7 million. The terms of the swap agreements allowed the counterparties involved to terminate the swaps upon refinancing of the senior
facilities, thus crystalizing the mark-to-market liability. Upon termination of these swaps, an initial aggregate payment of £12.7 million was made to such
counterparties, with the remaining liability being repaid semi-annually through 31 December 2015. As of 30 June 2012, the outstanding swap liability on our balance sheet was
£18.3 million.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.    DEBT SECURITIES

Not applicable.

B.    WARRANTS AND RIGHTS

Not applicable.

C.    OTHER SECURITIES

Not applicable.

D.    AMERICAN DEPOSITARY SHARES

Not applicable.

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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Material Modifications to Rights of Security Holders

On 8 August 2012, in connection with our IPO, we amended and restated our memorandum and articles of association. A copy of our
amended and restated memorandum and articles of association is being filed as Exhibit 1.1 to this Annual Report. See "Item 10. Additional InformationB. Memorandum and
Articles of Association and Other Share Information."

Use of Proceeds

On 10 August 2012, we completed an IPO of our Class A ordinary shares, par value $0.0005 per share, pursuant to a
Registration Statement on Form F-1, as amended (File No. 333-182535), which became effective on 9 August 2012. We sold 8,333,334 Class A ordinary
shares and the selling shareholder named in Form F-1 sold 8,333,333 Class A ordinary shares. Jefferies & Company, Inc., Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as representatives of the several
underwriters. The ordinary shares were sold at a price of $14.00 per share, less underwriting discounts and commissions of $0.77 per share for aggregate gross proceeds before expenses for the Company
of $110,250,009 and for the selling shareholder of $110,249,996. We paid, out of Company proceeds, all of our and the selling shareholder's fees, costs and expenses in connection with the IPO
(excluding, in the case of the selling shareholder, underwriting discounts and commissions and similar brokers' fees and transfer taxes), which expenses totaled approximately $13.2 million.

On
14 September 2012, we used all of our net proceeds from the IPO to reduce our indebtedness by exercising our option to redeem and retire $101.7 million
(£62.6 million) in aggregate principal amount of our 83/8% US dollar senior secured notes due 2017 at a redemption price equal to 108.375% of the principal amount of
such notes plus accrued and unpaid interest to the date of such redemption. In addition, our senior secured notes previously purchased by us in open market transactions have been contributed to MU
Finance plc and retired.

ITEM 15.    CONTROLS AND PROCEDURES

We have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) under the supervision and the participation of the executive board of management, which is
responsible for the management of the internal controls, and which includes the Principal Executive Officer and the Principal Financial Officer. 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 as of 30 June 2012, the Principal Executive Officer and Principal
Financial Officer have concluded that the disclosure controls and procedures (i) were effective at a reasonable level of assurance as of the end of the period covered by this Annual Report in
ensuring that information required to be recorded, processed, summarised and reported in the reports that are filed or submitted
under the Exchange Act, is recorded, processed, summarised and reported within the time periods specified in the SEC's rules and forms and (ii) were effective at a reasonable level of assurance

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as
of the end of the period covered by this Annual Report in ensuring that information to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated
to the management of the Company, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure.

This
Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's registered public
accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

During the period covered by this report, we have not made any change to our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Mr. Robert Leitão satisfies the "independence" requirements set forth
in Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Mr. Robert Leitão is an "audit committee financial expert" as defined in
Item 16A of Form 20-F under the Exchange Act.

ITEM 16B.    CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our
principal executive, principal financial and principal accounting officers. Our code of Business Conduct and Ethics addresses, among other things, competition and fair dealing, conflicts of interest,
financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the Code of Business Conduct and
Ethics, employee misconduct, conflicts of interest or other violations. Our Code of Business Conduct and Ethics is intended to meet the definition of "code of ethics" under Item 16B of
Form 20-F under the Exchange Act.

Our
Code of Business Conduct and Ethics is filed as Exhibit 11.1 to this Annual Report and a copy is available on our website at www.manutd.com. Any amendments to the Code of
Business Conduct and Ethics, or any waivers of its requirements, will be disclosed on our website.

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

PricewaterhouseCoopers LLP ("PwC") acted as our independent auditor for the fiscal years ended 30 June 2012 and 2011. The
table below sets out the total amount billed to us by PwC, for services performed in the years ended 30 June 2012 and 2011, and breaks down these amounts by category of service:

2012
£'000

2011
£'000Audit Fees


542


174Audit-Related Fees


1,325


435Tax Fees


477


328All Other Fees


4


4Total


2,348


941


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Audit Fees

Audit fees in 2012 and 2011 were related to the audit of our consolidated financial statements and other audit or interim review
services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees are in 2012 and 2011 were related to professional services rendered in connection with our IPO.

Tax Fees

Tax fees in 2012 and 2011 were related to tax compliance and tax planning services.

All Other Fees

All other fees in 2012 and 2011 relate to services in connection with corporate compliance matters.

Pre-Approval Policies and Procedures

The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all
audit and non-audit services provided by our auditors.

All
services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with the Audit
Committee's pre-approval policy.

ITEM 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

None.

ITEM 16G.    CORPORATE GOVERNANCE

Our Class A ordinary shares are listed on the NYSE. We believe the following to be the significant differences between our
corporate governance practices and those applicable to US companies under the NYSE listing standards.

In
general, under the New York Stock Exchange corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate
governance practices instead of the corporate governance practices of the NYSE. Accordingly, we follow certain corporate governance practices of our home country, the Cayman Islands, in lieu of
certain of the corporate governance requirements of the NYSE. Specifically, we do not have a board of directors composed of a majority of independent directors or a remuneration committee or
nominating and corporate governance committee composed entirely of independent directors.

In
the event we no longer qualify as a foreign private issuer, we intend to rely on the "controlled company" exemption under the NYSE corporate governance rules. A "controlled company"
under the

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NYSE
corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group or another company. Our principal shareholder controls a majority of the
combined voting power of our outstanding ordinary shares, and our principal shareholder will be able to nominate a majority of directors for election to our board of directors. Accordingly, we would
be eligible to, and, in the event we no longer qualify as a foreign private issuer, we intend to, take advantage of certain exemptions under the NYSE corporate governance rules including exemptions
from the requirements that a majority of the directors on our board of directors are independent directors and the requirement that our remuneration committee and our nominating and corporate
governance committee consist entirely of independent directors.

The
foreign private issuer exemption and the "controlled company" exemption do not modify the independence requirements for the audit committee, and we intend to comply with the
requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of three independent directors. However, under the NYSE rules, we are permitted to phase
in our independent audit committee by requiring one independent member at the time of listing, a majority of independent members within 90 days of listing and a fully independent committee
within one year of listing.

If
at any time we cease to be a "controlled company" or a "foreign private issuer" under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will take all
action necessary to comply with the NYSE corporate governance rules.

Due
to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders do not have the same protections afforded to
shareholders of companies that are subject to all the NYSE corporate governance standards.

ITEM 16H.    MINE SAFETY DISCLOSURE

Not applicable.

99

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Table of Contents

PART III

ITEM 17.    FINANCIAL STATEMENTS

Not applicable.

ITEM 18.    FINANCIAL STATEMENTS

The audited consolidated financial statements as required under Item 18 are attached hereto starting on
page F-1 of this Annual Report. The audit reports of PricewaterhouseCoopers LLP, independent registered public accounting firm, is included herein preceding the audited
consolidated financial statements.

ITEM 19.    EXHIBITS

The following exhibits are filed as part of this Annual Report:

1.1

Amended and Restated Memorandum and Articles of Association of Manchester United plc, dated as of 8 August 2012.4.1

2012 Equity Incentive Award Plan (included as Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333-183277), filed with the SEC on 13 August 2012).4.2

Premier League Handbook, Season 2012/13.4.3

Premier League Handbook, Season 2011/12 (included as Exhibit 10.4 to our Registration Statement on Form F-1 (File No. 333-182535), filed with the SEC on 3 July 2012, as
amended.8.1

List of significant subsidiaries (included in note 31 to our audited consolidated financial statements included in this Form 20-F).11.1

Code of Business Conduct and Ethics, dated 7 August 2012.12.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.12.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1

Consent of PricewaterhouseCoopers LLP.


100

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Table of Contents

Index to Consolidated financial statements



Report of Independent Registered Public Accounting Firm

F-2Consolidated income statement for the years ended 30 June 2012, 2011
and 2010

F-3Consolidated statement of comprehensive income for the
years ended 30 June 2012, 2011 and 2010

F-4Consolidated balance sheet as at 30 June 2012 and 2011

F-5Consolidated statement of changes in equity for the years
ended 30 June 2012, 2011 and 2010

F-6Consolidated statement of cash flows for the years ended
30 June 2012, 2011 and 2010

F-7Notes to the consolidated financial
statements

F-8


F-1

---





Table of Contents

Report of Independent Registered Public Accounting Firm

To
the Board of Directors and Shareholders of Manchester United plc

In
our opinion, the accompanying consolidated balance sheets and the related consolidated income statements, consolidated statements of comprehensive income, of changes in equity and of
cash flows present fairly, in all material respects, the financial position of Manchester United plc and its subsidiaries as of 30 June 2012 and 2011, and the results of their operations
and their cash flows for each of the three years in the period ended 30 June 2012 in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board. 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 audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards
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 provide a reasonable basis for our opinion.

/s/
PricewaterhouseCoopers LLP

Manchester,
United Kingdom

19 October
2012

F-2

---





Table of Contents

Consolidated income statement

Note

2012
£'000

2011
£'000

2010
£'000Revenue


4


320,320


331,441


286,416Operating expenses


5


(285,139
)

(272,653
)

(235,491
)Profit on disposal of players' registrations





9,691


4,466


13,385Operating profit





44,872


63,254


64,310Finance costs





(50,315
)

(52,960
)

(110,298
)Finance income





779


1,710


1,715Net finance costs


7


(49,536
)

(51,250
)

(108,583
)(Loss)/profit on ordinary activities before tax





(4,664
)

12,004


(44,273
)Tax credit/(expense)


9


27,977


986


(3,211
)Profit/(loss) for the year from continuing operations





23,313


12,990


(47,484
)Attributable to:Owners of the Company





22,986


12,649


(47,757
)Non-controlling interest





327


341


27323,313


12,990


(47,484
)Earnings/(loss) per share attributable to the equity holders of the Company during the yearBasic and diluted earnings/(loss) per share (Pounds Sterling)


24.2


0.15


0.08
(1)

(0.31
)(1)


(1)As
adjusted retroactively for all periods presented to reflect the reorganisation transactions described in note 1.




See accompanying notes to the consolidated financial statements.

F-3

---





Table of Contents

Consolidated statement of comprehensive income

Note

2012
£'000

2011
£'000

2010
£'000Profit/(loss) for the financial year





23,313


12,990


(47,484
)Other comprehensive income/(loss):Fair value movements on cash flow hedges, net of tax


9


1,132


(466
)

Exchange gain/(loss) on translation of overseas subsidiary


9


229


(265
)

5Other comprehensive income/(loss) for the year, net of tax





1,361


(731
)

5Total comprehensive income/(loss) for the year





24,674


12,259


(47,479
)Attributable to:Owners of the Company





24,347


11,918


(47,752
)Non-controlling interest





327


341


273Total comprehensive income/(loss) for the year





24,674


12,259


(47,479
)


Items
in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is disclosed in note 9.



See accompanying notes to the consolidated financial statements.

F-4

---





Table of Contents

Consolidated balance sheet

Note

2012
£'000

2011
£'000ASSETSNon-current assetsProperty, plant and equipment


11


247,866


240,540Investment property


12


14,197


6,938Goodwill


13


421,453


421,453Players' registrations


14


112,399


129,709Trade and other receivables


17


3,000


10,000Non-current tax receivable


18





2,500798,915


811,140Current assetsDerivative financial instruments


16


967


Trade and other receivables


17


74,163


55,403Current tax receivable


18


2,500


Cash and cash equivalents


19


70,603


150,645148,233


206,048Total assets





947,148


1,017,188EQUITY AND LIABILITIESEquityShare capital


24





Share premium





249,105


249,105Hedging reserve





666


(466
)Retained deficit





(12,671
)

(25,886
)Equity attributable to owners of the Company





237,100


222,753Non-controlling interest





(2,003
)

(2,330
)235,097


220,423Non-current liabilitiesDerivative financial instruments


16


1,685


Trade and other payables


20


22,305


28,416Borrowings


21


421,247


442,330Deferred revenue





9,375


18,349Provisions


22


1,378


1,940Deferred tax liabilities


23


26,678


54,406482,668


545,441Current liabilitiesDerivative financial instruments


16





2,034Current tax liabilities





1,128


4,338Trade and other payables


20


83,664


117,800Borrowings


21


15,628


16,573Deferred revenue





128,535


110,043Provisions


22


428


536229,383


251,324Total equity and liabilities





947,148


1,017,188




See accompanying notes to the consolidated financial statements.

F-5

---





Table of Contents

Consolidated statement of changes in equity

Share
capital
£'000

Share
premium
£'000

Hedging
reserve
£'000

Retained
deficit
£'000

Total
attributable
to owners
of the
Company
£'000

Non-
controlling
interest
£'000

Total
equity/
(deficit)
£'000Balance at 1 July 2009





272,575





(263,093
)

9,482


(2,944
)

6,538(Loss)/profit for the year











(47,757
)

(47,757
)

273


(47,484
)Currency translation differences











5


5





5Total comprehensive (loss)/income for the year











(47,752
)

(47,752
)

273


(47,479
)Capital reduction





(272,575
)




272,575








Balance at 30 June 2010











(38,270
)

(38,270
)

(2,671
)

(40,941
)Profit for the year











12,649


12,649


341


12,990Cash flow hedges, net of tax








(466
)




(466
)




(466
)Currency translation differences











(265
)

(265
)




(265
)Total comprehensive (loss)/income for the year








(466
)

12,384


11,918


341


12,259Proceeds from shares issued





249,105








249,105





249,105Balance at 30 June 2011





249,105


(466
)

(25,886
)

222,753


(2,330
)

220,423Profit for the year











22,986


22,986


327


23,313Cash flow hedges, net of tax








1,132





1,132





1,132Currency translation differences











229


229





229Total comprehensive income for the year








1,132


23,215


24,347


327


24,674Dividends (see note 10)











(10,000
)

(10,000
)




(10,000
)Balance at 30 June 2012





249,105


666


(12,671
)

237,100


(2,003
)

235,097




See accompanying notes to the consolidated financial statements.

F-6

---





Table of Contents

Consolidated statement of cash flows

Note

2012
£'000

2011
£'000

2010
£'000Cash flows from operating activitiesCash generated from operations


25


80,302


125,140


103,537Interest paid





(47,068
)

(167,499
)

(35,645
)Debt finance costs relating to borrowings








(118
)

(13,846
)Interest received





1,010


1,774


1,681Income tax paid





(3,333
)

(70
)

(2,618
)Net cash generated from/(used in) operating activities





30,911


(40,773
)

53,109Cash flows from investing activitiesPurchases of property, plant and equipment





(15,323
)

(7,263
)

(4,753
)Purchases of investment property





(7,364
)




Proceeds from sale of property, plant and equipment








107


51Purchases of players' registrations





(58,971
)

(25,369
)

(44,274
)Proceeds from sale of players' registrations





9,409


13,956


13,857Net cash used in investing activities





(72,249
)

(18,569
)

(35,119
)Cash flows from financing activitiesProceeds from issue of shares








249,105


Proceeds from borrowings











502,571Repayment of secured payment in kind loan








(138,000
)

Repayment of secured senior facilities











(506,962
)Repayment of other borrowings





(28,774
)

(64,499
)

(296
)Dividends paid





(10,000
)




Net cash (used in)/generated from financing activities





(38,774
)

46,606


(4,687
)Net (decrease)/increase in cash and cash equivalents





(80,112
)

(12,736
)

13,303Cash and cash equivalents at beginning of year





150,645


163,833


150,530Exchange gains/(losses) on cash and cash equivalents





70


(452
)

Cash and cash equivalents at end of year


19


70,603


150,645


163,833




See accompanying notes to the consolidated financial statements.

F-7

---





Table of Contents

Notes to the consolidated financial statements

1 General information

Manchester United plc ('the Company') and its subsidiaries (together 'the Group') is a professional football club together with related and ancillary activities. The Company
incorporated under the Companies Law (2011 Revision) of the Cayman Islands. The address of its principal executive office is Sir Matt Busby Way, Old Trafford, Manchester M16 0RA, United
Kingdom. The Company became the parent of the Group as a result of reorganisation transactions which were completed immediately prior to the completion of the public offering of Manchester
United plc shares in the United States in August 2012 and concurrent listing of such shares on the New York Stock Exchange ("NYSE") in August 2012 as described more fully below.

1.1   The reorganisation transactions

The Group had historically conducted business through Red Football Shareholder Limited, a private limited company incorporated in England and Wales, and its
subsidiaries. Prior to the reorganisation transactions, Red Football Shareholder Limited was a direct, wholly owned subsidiary of Red Football LLC, a Delaware limited liability company. On
30 April 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011
Revision) of the Cayman Islands, as amended and restated from time to time. On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc.

On
9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of these
reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester
United plc.

The
new parent, Manchester United plc had 155,352,366 shares in issue immediately after the reorganisation transactions and before the issue of new shares pursuant to the initial
public offering ("IPO"). As a result historic earnings per share calculations reflect the capital structure of the new parent with the required disclosures in note 24. The reorganisation
transactions have been treated as a capital reorganisation arising at the reorganisation date (9 August 2012) and hence, apart from the impact on earnings per share, which for the years ended
30 June 2011 and 2010 have been restated retrospectively in accordance with International Financial Reporting Standards, the impact of the transactions is disclosed in these financial
statements as a non-adjusting post balance sheet event, with the accounting impacts to be reflected in financial statements for periods subsequent to 30 June 2012. As a result, the
share capital disclosed in the balance sheet as of 30 June 2012 is that of the former parent, Red Football Shareholder Limited. Any impacts arising from the reorganisation transactions,
including changes to share capital and the impact on taxation of assets and liabilities of the new parent as a consequence of becoming a US tax resident, will be accounted for at the date of
reorganisation (9 August 2012). Further details of post balance sheet events, including the reorganisation transactions, and their potential impact are given in note 32.

1.2   Other general information

These financial statements are presented in Pounds Sterling and all values are rounded to the nearest thousand (£'000) except when otherwise
indicated.

These
financial statements were approved by the Audit Committee of the Board of Directors and recommended for inclusion in the Annual Report on Form 20-F on
19 October 2012.

F-8

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years
presented.

2.1   Basis of preparation

The consolidated financial statements of Manchester United plc have been prepared in accordance with International Financial Reporting Standards as issued
by the International Accounting Standards Board (IASB) . The consolidated financial statements have been prepared under the historical cost convention, as modified by certain financial assets and
liabilities (including derivative financial instruments) which are recognised at fair value through the income statement, unless cash flow hedge accounting applies.

2.1.1  Changes in accounting policy and disclosure

a)    New and amended standards and interpretations mandatory for the first time for financial year beginning 1 July 2011 and adopted by the Group.

The Group has adopted the following new and amended IFRS standards and interpretations:



The
adoption of these standards, amendments and interpretations did not have a material impact on the Group's profits, net assets or equity, or disclosures.

b)    New and amended standards and interpretations early adopted by the Group

No standards have been early adopted by the Group.

F-9

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

c)     New and amended standards and interpretations issued but not yet effective and not early adopted by the Group



F-10

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)



The
adoption of these standards, amendments and interpretations is not expected to have a material impact on the Group's profits, net assets or equity. Adoption may affect the
disclosures in the Group's financial statements in the future.

2.2   Basis of consolidation

a)    Subsidiaries

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than
one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The
acquisition accounting method is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets transferred,
equity instruments issued and liabilities incurred or assumed at the date of exchange. Cost includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of the non-controlling interest.
The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value
of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Costs associated with an acquisition are included in the income statement as incurred. Any
changes to the fair value, including any changes to the fair value of any contingent consideration, are taken directly to the income statement in subsequent years.

F-11

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

Historically
there have been no material changes to fair values. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

Intercompany
transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.

b)    Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases of shares from
non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains
or losses on disposals to non-controlling interests are also recorded in equity.

When
the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in the
income statement. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition,
any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean
that amounts previously recognised in other comprehensive income are reclassified to the income statement.

2.3   Segment reporting

The Group has one reportable segment, being the operation of a professional football club. The chief operating decision maker (being the Executive Board of the
Group's main operating company, Manchester United Limited), who is responsible for allocating resources and assessing performance obtains financial information, being the Consolidated income
statement, Consolidated balance sheet and Consolidated statement of cash flows, and the analysis of changes in net debt, about the Group as a whole. The Group has investment property, however, this is
not considered to be a material business segment and is therefore not reported as such.

2.4   Foreign currency translation

a)    Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity
operates ('the functional currency'). The consolidated financial statements are presented in Pounds Sterling which is the Company's and its subsidiaries functional currency, with the exception of
Manchester United Commercial Enterprises (Ireland) Limited whose functional currency is the Euro.

b)    Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies
are recognised in the income statement.

F-12

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

c)     Translation of overseas net assets

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency
different from the presentational currency are translated into the presentational currency as follows:



On
disposal of a foreign operation any cumulative exchange differences held in equity are reclassified to the income statement.

d)    Exchange rates

The most important exchange rates that have been used in preparing the financial statements are:

Closing rate

Average rate2012

2011

2010

2012

2011

2010Euro


1.2360


1.1066


1.2348


1.1802


1.1707


1.2054US Dollar


1.5680


1.6018


1.5067


1.5896


1.5542


1.5793


2.5   Revenue recognition

Revenue represents the fair value of consideration received or receivable from the Group's principal activities excluding transfer fees and value added tax. The
Group's principal revenue streams are Commercial, Broadcasting and Matchday. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic
benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below.

a)    Commercial

Commercial revenue comprises revenue receivable from the exploitation of the Manchester United brand through sponsorship and other commercial agreements,
including minimum guaranteed revenue, and fees for the Manchester United first team undertaking tours.

For
sponsorship contracts any additional revenue receivable over and above the minimum guaranteed revenue contained in the sponsorship and licensing agreements is taken to revenue when a
reliable estimate of the future performance of the contract can be obtained and it is probable that the amounts will not be recouped by the sponsor in future years. Revenue is recognised over the term
of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefits enjoyed by the individual sponsor. This typically results in
more revenue being recognised in the later stages of the contract as the level of support provided to sponsors

F-13

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

increases
over the term of the sponsorship agreement, which is consistent with the payment profiles typically set out in the contract.

Commercial
revenue which is received in advance of a period end but relating to future periods is treated as deferred revenue. The deferred revenue is then released to revenue on an
accruals basis in accordance with the substance of the relevant agreements.

b)    Broadcasting

Broadcasting revenue represents revenue receivable from all UK and overseas broadcasting contracts, including contracts negotiated centrally by the FA Premier
League and UEFA.

Distributions
from the FA Premier League comprise a fixed element (which is recognised evenly as domestic home league matches are played), facility fees for live coverage and highlights
of domestic home and away matches (which are recognised when the respective match is played), and merit awards (which are only recognised when they are known at the end of each football season).

Distributions
from UEFA relating to participation in European cup competitions comprise market pool payments (which are recognised over the matches played in the competition, a portion
of which reflects Manchester United's performance relative to the other FA Premier League clubs in the competition) and fixed amounts for participation in individual matches (which are recognised when
the matches are played).

Broadcasting
revenue which is received in advance of a period end but relating to future periods is treated as deferred revenue. The deferred revenue is then released to revenue on an
accruals basis in accordance with the substance of the relevant agreements.

c)     Matchday

Matchday revenue is recognised based on matches played throughout the year with revenue from each match being recognised only after the match to which the revenue
relates has been played. Revenue from related activities such as Conference and Events or the Museum is recognised as the event or service is provided or the facility is enjoyed.

Matchday
revenue includes revenue receivable from all domestic and European match day activities from Manchester United games at Old Trafford, together with the Group's share of gate
receipts from cup matches not played at Old Trafford (where applicable), and fees for arranging other events at the Old Trafford stadium. The share of gate receipts payable to the other participating
club and competition organiser for cup matches played at Old Trafford (where applicable) is treated as an operating expense.

Matchday
revenue which is received in advance of a period end but relating to future periods (mainly the sale of seasonal facilities for first team matches at Old Trafford) is treated as
deferred revenue. The deferred revenue is then released to revenue as the matches are played.

d)    Finance income

Finance income is recognised using the effective interest rate method.

F-14

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.6   Accrued revenue

Revenue from matchday activities, broadcasting and commercial contracts, which is received after the period to which it relates, is accrued as earned.

2.7   Deferred revenue

Revenue from matchday activities, broadcasting and commercial contracts, received or receivable prior to the period end in respect of future periods, is deferred.

2.8   Tax

Current tax, which comprises UK and overseas corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have
been enacted or substantively enacted by the reporting date. Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in
the balance sheet and the corresponding tax bases used in the computation of taxable profits and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which deductible temporary
differences can be utilised.

Deferred
tax is determined using tax rates and laws that have been enacted or substantially enacted by the reporting date and are expected to apply in the period in which the liability
is settled or the asset is realised and is charged or credited in the income statement, except where it relates to items charged or credited to equity via the statement of comprehensive income, when
the deferred tax is also dealt with in equity.

Deferred
tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and current tax liabilities and when the deferred tax assets and
liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.9   Property, plant and equipment

Property, plant and equipment is initially measured at cost (comprising the purchase price, after deducting discounts and rebates, and any directly attributable
costs) and is subsequently carried at cost less accumulated depreciation and any provision for impairment.

Subsequent
costs, for example, capital improvements and refurbishment, are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Where appropriate, the carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

F-15

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Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

Land
is not depreciated. With the exception of freehold property acquired before 1 August 1999, depreciation on other assets is calculated using the straight-line
method to write-down assets to their residual value over the estimated useful lives as follows:

Freehold property

75 yearsInvestment property

75 yearsComputer equipment and software (included within Plant and machinery)

3 yearsPlant and machinery

4 - 5 yearsFixtures and fittings

7 years


Freehold
property acquired before 1 August 1999 is depreciated on a reducing balance basis at an annual rate of 1.33%.

The
assets' residual values and useful lives are reviewed and adjusted if appropriate at each reporting date.

Assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment charges arising are recognised in
the income statement when the carrying amount of an asset is greater than the estimated recoverable amount, which is the higher of an asset's fair value less costs to sell and value in use, and are
calculated with reference to future discounted cash flows that the asset is expected to generate when considered as part of a cash-generating unit.

Gains
and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within operating expenses within the income statement.

2.10 Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is classified as
investment property.

Investment
property is initially measured at cost (comprising the purchase price, after deducting discounts and rebates, and any directly attributable costs) and is subsequently carried
at cost less accumulated depreciation and any provision for impairment. Investment property is depreciated using the straight-line method over 75 years.

Investment
properties are reviewed for impairment when there is a triggering event such as a decline in the property market. An impairment charge is recognised for the amount by which
the asset's carrying amount exceeds its recoverable amount.

2.11 Goodwill

a)    Initial recognition

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at
the date of acquisition.

b)    Impairment

Management considers there to be one material cash generating unit for the purposes of annual impairment review being the operation of a professional football
club.

F-16

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Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

Goodwill is not subject to amortisation and is tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment. An impairment loss
is recognised in the income statement when the carrying value of goodwill exceeds its recoverable amount. Its recoverable amount is the higher of fair value less costs of disposal and value in use.

2.12 Players' registrations and football staff remuneration

a)    Remuneration

Remuneration is charged to operating expenses on a straight-line basis over the contract periods based on the amount payable to players and other
football staff for that period. Any performance bonuses are recognised when the Company considers that it is probable that the condition related to the payment will be achieved.

Signing-on
fees are typically paid to players in equal annual instalments over the term of the player's contract. Instalments are paid at or near the beginning of each
financial year and recognised as prepayments within trade and other receivables. They are subsequently charged to the income statement (as operating expenses) on a straight-line basis over
the financial year. Signing-on fees paid form part of cash flows from operating activities. Loyalty fees are bonuses which are paid to players either at the beginning of a renewed contract
or in instalments over the term of their contract in recognition for either past or future performance. Loyalty bonuses for past service are typically paid in a lump sum amount upon renewal of a
player's contract. These loyalty
bonuses require no future service and are not subject to any claw-back provisions were the player to subsequently leave the club during their new contract term. They are expensed once the
Company has a present legal or constructive obligation to make the payment, which arises when the new contract is agreed. Loyalty bonuses for ongoing service are typically paid in equal annual
instalments over the term of the player's contract. These are paid at the beginning of each financial year and the related charge is recognised within operating expenses in the income statement on a
straight-line basis over that period.

b)    Initial recognition

The costs associated with the acquisition of players' registrations are capitalised at the fair value of the consideration payable. Costs include transfer fees,
FAPL levy fees, agents' fees incurred by the club and other directly attributable costs. Costs also include the fair value of any contingent consideration, which is primarily payable to the player's
former club (with associated levy fees payable to the FAPL), once payment becomes probable. Subsequent reassessments of the amount of contingent consideration payable are also included in the cost of
the player's registration. The estimate of the fair value of the contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would
trigger the payment of the contingent consideration. This assessment is carried out on an individual player basis. The additional amount of contingent consideration potentially payable, in excess of
the amounts included in the cost of players' registrations, is disclosed in note 27.3. Costs are fully amortised using the straight-line method over the period covered by the
player's contract.

c)     Renegotiation

Where a playing contract is extended, any costs associated with securing the extension are added to the unamortised balance (at the date of the amendment) and the
revised book value is amortised over the remaining revised contract life.

F-17

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Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

d)    Disposals

Assets available for sale (principally player registrations) are classified as assets held for sale when their carrying value is expected to be recovered
principally through a sale transaction and a sale is considered to be highly probable. Highly probable is defined as being actively marketed by the club, with unconditional offers having been received
prior to a period end. These assets would be stated at the lower of the carrying amount and fair value less costs to sell.

Gains
and losses on disposal of players' registrations are determined by comparing the fair value of the consideration receivable, net of any transaction costs, with the carrying amount
and are recognised separately in the income statement within profit on disposal of players' registrations. Where a part of the consideration receivable is contingent on specified performance
conditions, this amount is recognised in the income statement on the date the conditions are met.

e)     Impairment

Management does not consider that it is possible to determine the value in use of an individual football player in isolation as that player (unless via a sale or
insurance recovery) cannot generate cash flows on his own. Whilst management does not consider any individual player can be separated from the single cash generating unit ("CGU"), being the operations
of the Group as a whole, there may be certain circumstances where a player is taken out of the CGU, when it becomes clear that they will not be available to play again for the club, for example, a
player sustaining a career threatening injury. If such circumstances were to arise, the carrying value of the player would be assessed against the Group's best estimate of the player's fair value less
any costs to sell and an impairment charge made in operating expenses reflecting any loss arising.

2.13 Derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair
value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group
designates certain derivatives as hedges of cash flows (cash flow hedge).

For
designated hedges relating to future years' income the Group has documented, at the inception of the transaction, the relationship between hedging instruments and hedged items as
well as its risk management objective and strategy for undertaking the hedge transactions. The Group also documents its assessment, both at hedge inception and on an on-going basis, of
whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged item.

The
fair values of various derivative instruments used for hedging purposes are disclosed in note 16. Movements on the hedging reserve in other comprehensive income are shown in
the statement of changes in equity. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more
than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

The
effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss
relating to any ineffective portion is recognised immediately in the income statement within operating expenses.

F-18

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Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

Amounts
previously recognised in other comprehensive income and accumulated in equity are reclassified to the income statement in the periods when the hedged item is recognised in the income
statement, in the same line of the income statement as the recognised hedged item. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the hedged item is ultimately recognised in the income statement. When a forecast transaction is no
longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within operating expenses.

2.14 Trade and other receivables

Trade receivables are recognised initially at fair value, and subsequently measured at amortised cost less provision for impairment. If collection is expected in
one year or less, they are classified as current assets. If not, they are presented as non-current assets.

A
provision for impairment of trade receivables is established when there is objective evidence that the receivable is impaired. The amount of impairment loss is measured as the
difference between the carrying amount of the receivable and the present value of the estimated future cash flows arising on the trade receivable. Significant financial difficulties of the customer,
probability that the customer will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade
receivable may be impaired.

The
carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within 'operating expenses'. When a
trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against 'operating
expenses' in the income statement.

Other
receivables comprise loans to related parties (see note 30.1) and other miscellaneous receivables, which are recognised initially at fair value and subsequently measured at
amortised cost. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

2.15 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities
of three months or less, and bank overdrafts.

2.16 Trade payables

Trade payables are obligations to pay for goods and services which have been acquired in the commercial operations of the Group. Amounts payable are classified as
current liabilities if payment is due within one year or less. If not they are presented as non-current liabilities.

Trade
payables are recognised initially at fair value and subsequently measured at amortised cost.

2.17 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any differences
between the proceeds (net of transaction costs)

F-19

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

and
the redemption value is recognised in the income statement over the period of the borrowings using the effective interest rate method.

Finance
costs are recognised using the effective interest rate method.

Interest
payments or receipts are treated as cash flows from operating activities.

2.18 Provisions

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

Provision
is made for the anticipated net costs of onerous leases on non-trading properties.

2.19 Operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payable under
operating leases are charged to the income statement on a straight line basis over the lease term. Any incentives received at the inception of the lease are recognised on a straight-line
basis over the life of the lease.

Rentals
receivable under sub-tenancy agreements are credited to the income statement on a straight line basis over the lease term. Any lease incentives given are recognised
on a straight-line basis over the life of the lease. The risk and rewards of ownership on the sub-let property remain with the third party lessor.

2.20 Pension costs

The Group is one of a number of participating employers in The Football League Limited Pension and Life Assurance Scheme ('the scheme'see
note 28.1). The Group is unable to identify its share of the assets and liabilities of the scheme and therefore accounts for its contributions as if they were paid to a defined contribution
scheme. Full provision has been made for the additional contributions that the Group has been requested to pay to help fund the scheme deficit.

The
Group also operates a defined contribution scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The Group's
contributions into this scheme are reflected within the income statement when they fall due.

2.21 Exceptional items

Exceptional items are those that in management's judgement need to be disclosed by virtue of their size, nature or incidence. Such items are disclosed in the
notes to the financial statements. Transactions which may give rise to exceptional items includes but is not limited to professional fees relating to proposed issue of shares, pension scheme deficits,
significant impairment of assets, and significant onerous lease provisions.

2.22 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds
of the issue.

F-20

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Table of Contents

Notes to the consolidated financial statements (Continued)

3 Critical Accounting Judgements and Estimates

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting judgements, estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, which are not readily apparent from other sources. It also requires management to exercise its judgement in the process of applying the Group's
accounting policies. The estimates and assumptions used are based on historical experience and any other factors that are considered to be relevant. Actual results may differ from these estimates. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are considered to be:

a)    Goodwill

The Group annually tests whether goodwill has suffered any impairment or more frequently if events or changes in circumstances indicate a potential impairment, in
accordance with its accounting policy. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations
require the use of estimates, both in arriving at the expected future cash flows and the application of a suitable discount rate in order to calculate the present value of these flows. These
calculations have been carried out in accordance with the assumptions set out in note 13.

b)    Player registrations

The costs associated with the acquisition of players' registrations are capitalised at the fair value of the consideration payable, including an estimate of the
fair value of any contingent consideration. Subsequent reassessments of the amount of contingent consideration payable are also included in the cost of the player's registration. The estimate of the
fair value of the contingent consideration payable
requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration. This assessment is carried out on an
individual player basis.

The
Group will perform an impairment review on intangible assets, including player registrations, if adverse events indicate that the amortised carrying value of the asset may not be
recoverable. Whilst no individual player can be separated from the single cash generating unit ("CGU"), being the operations of the Group as a whole, there may be certain circumstances where a player
is taken out of the CGU, for example a player being excluded from the First Team due to sustaining a career threatening injury. If such circumstances were to arise, the carrying value of the player
would be assessed against the Group's best estimate of the player's fair value less any costs to sell.

c)     Revenue recognitionestimates in certain commercial contracts

In addition to a minimum guarantee, certain commercial contracts include additional profit share arrangements based on cumulative profits earned from the
exploitation of the Manchester United brand. However, under the terms of one key commercial agreement, such surplus profits may be recouped by the sponsor against future minimum guarantees should the
future financial performance result in profits below the minimum guarantee.

Any
additional profit share on such arrangements is only recognised when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the
revenue is considered probable.

F-21

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Table of Contents

Notes to the consolidated financial statements (Continued)

3 Critical Accounting Judgements and Estimates (Continued)

In
assessing whether any additional profit share is probable and should therefore be recognised, management carry out regular reviews of the contracts and future financial forecasts,
having regard to the underlying risk factors such as team performance and general economic conditions.

Additional
profit share recognised in the year ended 30 June 2012 amounted to £8.4 million, cumulative £17.3 million (2011:
£5.7 million, cumulative £8.9 million; 2010: £3.2 million, cumulative £3.2 million).

d)    Recognition of deferred tax assets in respect of losses

Deferred tax assets are recognised on losses carried forward only to the extent that it is probable that they will be available for use against future profits and
that there will be sufficient future taxable profit available against which the temporary differences can be utilised. In arriving at a judgement in relation to the recognition of deferred tax assets
on losses, management consider the regulations applicable to taxation and advice on their interpretation. Management also consider whether losses carried forward may be utilised through tax planning
opportunities to create suitable taxable profits. Future taxable income may be higher or lower than estimates made when determining whether it is necessary to record a tax asset and the amount to be
recorded. Furthermore, changes in the legislative framework or applicable tax case law may result in management reassessment of the recognition of deferred tax assets on losses carried forward.

4 Segment information

The principal activity of the Group is the operation of a professional football club. All of the activities of the Group support the operation of the football club and the success of the
first team is critical to the on-going development of the Group.

Consequently
the Chief Operating Decision Maker regards the Group as operating in one material segment, being the operation of a professional football club.

Revenue,
all of which arises within the United Kingdom from the Group's principal activity, can be analysed into its three main components as follows:

2012
£'000

2011
£'000

2010
£'000Commercial


117,611


103,369


77,322Broadcasting


103,991


117,249


103,276Matchday


98,718


110,823


105,818320,320


331,441


286,416


All
non-current assets are held within the United Kingdom.

Revenue
derived from entities accounting for more than 10% of revenue in either 2012, 2011 or 2010 were as follows:

2012
£'000

2011
£'000

2010
£'000F.A. Premier League


63,859


63,409


55,854UEFA


34,082


51,129


40,719Nike


33,787


31,269


26,471


F-22

---



Table of Contents

Notes to the consolidated financial statements (Continued)

5 Operating expenses

2012
£'000

2011
£'000

2010
£'000Exceptional items (note 6)


10,728


4,667


2,775Employee benefit expense (note 8)


161,688


152,915


131,689Depreciationproperty, plant and equipment (note 11)


7,373


6,902


8,547Depreciationinvestment property (note 12)


105


87


87Operating lease costs


2,186


1,327


1,445Stadium and other operating charges


63,979


67,634


50,153Auditors' remuneration: audit of parent company and consolidated financial statements


16


16


16Auditors' remuneration: audit of the Company's subsidiaries


76


76


69Auditors' remuneration: audit-related assurance services








12Auditors' remuneration: tax compliance services


277


224


394Auditors' remuneration: other services


4





Exchange losses/(gains)


445


(394
)

113(Profit)/loss on disposal of property, plant and equipment





(46
)

104246,877


233,408


195,404Amortisation of players' registrations (note 14)


38,262


39,245


40,087285,139


272,653


235,491


In
addition to the auditors' remuneration charges disclosed above are amounts of £1,975,000 (2011: £625,000; 2010: £nil) relating to tax planning
advice, general assurance and other advice in connection with a proposed issue of shares and either charged as exceptional items when they are not directly attributable to the issue of new shares (see
note 6) or prepaid for future offset against share premium when they are directly attributable to the issue of new shares and £nil (2011: £nil; 2010:
£701,000) included within debt finance costs relating to corporate finance services provided in connection with the senior secured notes issued in January 2010.

6 Exceptional items

2012
£'000

2011
£'000

2010
£'000Professional adviser fees relating to proposed issue of shares


8,936


2,654


Football League pension scheme deficit (note 28)


1,792





Impairmentinvestment property (note 12)





2,013


615Increase in onerous lease provision








2,16010,728


4,667


2,775


Professional
adviser fees relating to a proposed public offer of shares are recognised as an expense when they are not directly attributable to the issue of new shares or when a
particular offer is no longer being pursued. The fees include £1,755,000 (2011: £625,000; 2010: £nil) relating to services provided by the Group's auditors.

The
Football League pension scheme deficit reflects the present value of the additional contributions the Group is expected to pay to make good the increased deficit of the scheme as per
the latest actuarial valuation at 31 August 2011 (see note 28 for further details).

F-23

---



Table of Contents

Notes to the consolidated financial statements (Continued)

6 Exceptional items (Continued)

The investment property impairment charges represent reductions in the market value of investment properties held by the Group, based on external valuations undertaken (see
note 12 for further details).

The
onerous lease provision reflects the present value of future lease payments on a property upon which no permanent income has been secured. The provision relates to a property lease
in the Republic of Ireland which contains a break clause that may be exercised in 2015 (see note 22 for further details).

7 Net finance costs

2012
£'000

2011
£'000

2010
£'000Interest payable on bank loans, overdrafts and deferred element of terminated interest rate swap


3,578


4,619


2,490Interest payable on senior secured notes and secured senior facilities


36,448


41,778


39,440Interest payable on secured payment in kind loan





14,314


30,192Amortisation of issue discount, debt finance and debt issue costs on senior secured notes and secured payment in kind loan


2,290


1,996


2,268Premium on repurchase of senior secured notes (note 21)


2,180


3,511


Foreign exchange loss/(gain) on US Dollar denominated senior secured notes


5,191


(16,414
)

19,270Unwinding of discount factors


347


93


99Accelerated amortisation of debt issue costs on repaid payment in kind loan





2,632


Accelerated amortisation of debt issue costs on repaid secured senior facilities








4,705Fair value movements on derivative financial instruments:Forward foreign exchange contracts





563


(563
)Interest rate swaps


281


(132
)

514Terminated interest rate swaps








11,883Total finance costs


50,315


52,960


110,298Total finance incomeinterest receivable


(779
)

(1,710
)

(1,715
)Net finance costs


49,536


51,250


108,583


The
payment in kind loan was repaid on 22 November 2010 following a share subscription. This triggered the accelerated amortisation of debt issue costs on the payment in kind loan
amounting to £nil (2011: £2,632,000; 2010: £nil).

On
completion of the senior secured notes issue in January 2010 (see note 21), the secured senior facilities were repaid by a wholly owned subsidiary, Red Football Limited. This
triggered the accelerated amortisation of debt issue costs on the secured senior facilities amounting to £nil (2011: £nil; 2010: £4,705,000) and also
resulted in the termination of interest rate swap agreements related to the secured senior facilities.

The
fair value movement on the terminated interest rate swap agreements, including losses on termination, amounted to £nil (2011: £nil; 2010:
£11,883,000).

F-24

---



Table of Contents

Notes to the consolidated financial statements (Continued)

8 Employees

8.1   Employee benefit expense and average number of people employed

The
average monthly number of employees during the year, including directors, was as follows:

2012
Number

2011
Number

2010
NumberAverage number of employees:Footballplayers


79


71


68Footballtechnical and coaching


80


70


68Commercial


76


53


40Media


73


65


57Administration and other


388


369


359Average monthly number of employees


696


628


592


The
Group also employs approximately 2,376 temporary staff on match days (2011: 2,191; 2010: 1,869).

Particulars
of employee costs are as shown below:

2012
£'000

2011
£'000

2010
£'000Wages and salaries (including bonuses)


142,699


135,568


117,060Social security costs


17,567


15,919


13,234Other pension costsdefined contribution (note 28)


1,422


1,428


1,395161,688


152,915


131,689


Details
of the pension arrangements offered by the Company and the Group are disclosed in note 28.

8.2   Key management compensation

Key
management includes directors (executive and non-executive) of the Company and executive directors and officers of the Group's main operating company, Manchester United
Limited. The compensation paid or payable to key management for employee services, which is included in the employee costs table above, is shown below:

2012
£'000

2011
£'000

2010
£'000Salaries and other short-term employee benefits (including bonuses)


6,947


5,032


4,292Post-employment benefits


117


289


3847,064


5,321


4,676


F-25

---



Table of Contents

Notes to the consolidated financial statements (Continued)

9 Tax

2012
£'000

2011
£'000

2010
£'000Current tax:Current tax on profit for the year





4,338


Foreign tax


125


129


59Total current tax expense


125


4,467


59Deferred tax:Origination and reversal of temporary differences


(3,719
)

(3,426
)

3,152Adjustment in respect of previous years(1)


(3,445
)

2,190


Impact of change in UK corporation tax rate


(3,778
)

(4,217
)

Recognition of previously unrecognised deferred tax asset(3)


(17,160
)




Total deferred tax (credit)/expense


(28,102
)

(5,453
)

3,152Total tax (credit)/expense


(27,977
)

(986
)

3,211


A
reconciliation of the total tax credit is as follows:

2012
£'000

2011
£'000

2010
£'000(Loss)/profit before tax


(4,664
)

12,004


(44,273
)(Loss)/profit on ordinary activities multiplied by weighted average UK Corporation tax rate of 25.5% (2011: 27.5%; 2010: 28%)


(1,189
)

3,301


(12,396
)Tax effects of:Foreign tax


125


129


59Adjustment in respect of previous years(1)


(3,445
)

2,190


Expenses not deductible for tax purposes(2)


3,089


2,871


524Re-measurement of deferred taxchange in UK corporation tax rate


(3,778
)

(4,217
)

Utilisation of tax losses


(5,619
)

(5,260
)

Recognition of previously unrecognised deferred tax asset(3)


(17,160
)




Tax losses for which no deferred tax asset is recognised








15,024Total tax (credit)/expense


(27,977
)

(986
)

3,211


(1)The
£3,445,000 tax credit in 2012 is due to the reassessment of the position relating to a previous rolled over gain on player
disposal. The £2,190,000 additional tax charged in 2011 was due to an historic imbalance in tax written down values and the adjustment brought the 2011 carried forward position into line
with the most recent finalised tax computations.(2)Expenses
not deductible for tax purposes typically comprise non-qualifying depreciation and routine, recurring disallowable
expenses such as entertaining. The £3,089,000 (2011: £2,871,000) additional tax charge mainly relates to professional adviser fees relating to a proposed public offer of shares
(see note 6), and the premium paid on repurchase of senior secured notes (see note 21).(3)Management
has considered the current availability and utilisation of tax losses during the year and accordingly has recognised a deferred tax
asset in respect of previously unrecognised tax losses.


F-26

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Table of Contents

Notes to the consolidated financial statements (Continued)

9 Tax (Continued)

The
main rate of UK corporation tax reduced from 26% to 24% from 1 April 2012. The reduction to 24% was enacted in March 2012 and consequently deferred tax balances have been
re-measured to 24%.

A
further reduction in the rate to 23% from 1 April 2013 was enacted on 17 July 2012. As this change was not substantively enacted at the reporting date, it is not
reflected in the financial statements.

The
overall effect of the further reduction from 24% to 23%, if applied to the deferred tax balance at 30 June 2012, would be to reduce the deferred tax liability by
£1,112,000 (expected to be recognised in 2013).

In
addition to the amount credited to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

2012

2011

2010Before
tax
£'000

Tax
£'000

After
tax
£'000

Before
tax
£'000

Tax
£'000

After
tax
£'000

Before
tax
£'000

Tax
£'000

After
tax
£'000Arising on income and expenses recognised in other comprehensive income:Movements in fair value of financial instruments treated as cash flow hedges


1,506


(374
)

1,132


(630
)

164


(466
)







Exchange gain/(loss) on translation of overseas subsidiary


229





229


(265
)




(265
)

5





5Other comprehensive income/(expense)


1,735


(374
)

1,361


(895
)

164


(731
)

5





5Deferred tax (note 23)





(374
)







164














10 Dividends

An interim dividend of £10.0 million (2011: £nil; 2010: £nil) has been paid by the Company during the year. The related amount of
dividend per ordinary share for the year was £10.10 (2011: £nil; 2010: £nil). The directors are not proposing to pay a final dividend relating to the year
ended 30 June 2012 (2011: £nil; 2010: £nil).

F-27

---



Table of Contents

Notes to the consolidated financial statements (Continued)

11 Property, plant and equipment

Freehold
Property
£'000

Plant and
machinery
£'000

Fixtures
and fittings
£'000

Total
£'000CostAt 1 July 2010


252,306


32,937


20,112


305,355Additions


3,020


1,978


2,996


7,994Disposals





(586
)

(120
)

(706
)At 30 June 2011


255,326


34,329


22,988


312,643Accumulated depreciationAt 1 July 2010


23,638


29,173


13,035


65,846Charge for year


3,286


1,787


1,829


6,902Disposals





(532
)

(113
)

(645
)At 30 June 2011


26,924


30,428


14,751


72,103Net book amountAt 30 June 2011


228,402


3,901


8,237


240,540CostAt 1 July 2011


255,326


34,329


22,988


312,643Additions (see note 12)


9,179


2,411


3,109


14,699Disposals





(895
)

(553
)

(1,448
)At 30 June 2012


264,505


35,845


25,544


325,894Accumulated depreciationAt 1 July 2011


26,924


30,428


14,751


72,103Charge for year


3,306


1,671


2,396


7,373Disposals





(895
)

(553
)

(1,448
)At 30 June 2012


30,230


31,204


16,594


78,028Net book amountAt 30 June 2012


234,275


4,641


8,950


247,866


Freehold
property primarily comprises the Old Trafford stadium and Carrington Training Ground.

Property,
plant and equipment with a net book amount of £247,317,000 (2011: £239,815,000) has been pledged to secure the senior secured notes borrowings of the
Group (see note 21).

Capital
commitments at the reporting date are disclosed in note 27.2.

F-28

---



Table of Contents

Notes to the consolidated financial statements (Continued)

12 Investment property

£'000CostAt 1 July 2010 and 30 June 2011


11,762Accumulated depreciation and impairmentAt 1 July 2010


2,724Depreciation


87Impairment


2,013At 30 June 2011


4,824Net book amountAt 30 June 2011


6,938CostAt 1 July 2011


11,762Additions


7,364At 30 June 2012


19,126Accumulated depreciation and impairmentAt 1 July 2011


4,824Depreciation


105At 30 June 2012


4,929Net book amountAt 30 June 2012


14,197


During
the year the Group acquired land and buildings around the Old Trafford stadium for £8.7 million. £7.4 million is included in investment
property additions and £1.3 million is included in property, plant and equipment additions. Investment property primarily comprises the leasehold on the Manchester International
Freight Terminal (which expires in 2071) and the freehold on property at Canalside and Wharfside, Trafford Park.

Investment
properties were internally valued as at 30 June 2012 by an employee of Manchester United Limited who is knowledgeable about property valuation principles and is
familiar with the properties concerned. There were no changes to the carrying amount of investment property following this valuation. Investment properties were externally valued as at 30 June
2011 in accordance with UK practice statements contained within the Royal Institute of Chartered Surveyors Valuations Standards, 6th edition. The fair value as at 30 June 2012 was
£14,197,000 (2011: £6,938,000).

The
property rental revenue earned by the Group from its investment property amounted to £929,000 (2011: £1,019,000; 2010: £1,022,000). Direct
operating expenses arising on the investment property in the period amounted to £302,000 (2011: £187,000; 2010: £146,000).

Investment
property with a net book amount of £6,637,000 (2011: £6,700,000) has been pledged to secure the bank loan borrowings of the Group (see note 21).

F-29

---



Table of Contents

Notes to the consolidated financial statements (Continued)

13 Goodwill

2012
£'000

2011
£'000Cost and net book amount at the beginning and end of the year


421,453


421,453


Impairment tests for goodwill

Goodwill arose largely in relation to the Group's acquisition of Manchester United Limited in 2005. An impairment test has been
performed on the carrying value of goodwill based on value-in-use calculations.

The
value-in-use calculations have used pre-tax cash flow projections based on the financial budgets approved by management covering a five year
period. The budgets are based on past experience and identified initiatives in respect of revenues, variable and fixed costs, player and capital expenditure and working capital assumptions. For each
accounting period, cash flows beyond the five year period are extrapolated using a terminal growth rate of 2.5% (2011: 2.5%), which does not exceed the long term average growth rate for the UK economy
in which the cash generating unit operates.

The
other key assumptions used in the value in use calculations for each period are the discount rate, which has been determined at 10.51% (2011: 11.61%) for each period, and certain
assumptions around progression in domestic and European cup competitions, notably the UEFA Champions League.

Management
determined budgeted revenue growth based on historic performance and its expectations of market development. The discount rates are pre-tax and reflect the
specific risks relating to the business.

The
following sensitivity analysis was performed:



In
each of these scenarios the estimated recoverable amount substantially exceeds the carrying value for the cash generating unit and accordingly no impairment was identified.

Having
assessed the future anticipated cash flows, management believes that any reasonably possible changes in key assumptions would not result in an impairment of goodwill.

F-30

---



Table of Contents

Notes to the consolidated financial statements (Continued)

14 Players' registrations

£'000CostAt 1 July 2010


238,385Additions


74,760Disposals


(19,775
)At 30 June 2011


293,370Accumulated amortisationAt 1 July 2010


144,115Charge for year


39,245Disposals


(19,699
)At 30 June 2011


163,661Net book amountAt 30 June 2011


129,709CostAt 1 July 2011


293,370Additions


23,247Disposals


(9,800
)At 30 June 2012


306,817Accumulated amortisationAt 1 July 2011


163,661Charge for year


38,262Disposals


(7,505
)At 30 June 2012


194,418Net book amountAt 30 June 2012


112,399


F-31

---



Table of Contents

Notes to the consolidated financial statements (Continued)

15 Financial instruments by category

The accounting classification of each category of financial instruments, and their carrying values, is set out in the following table:

Note

2012
£'000

2011
£'000Financial assetsDesignated and effective as hedging instruments:Derivative financial instruments


16


876


At fair value through profit and loss:Derivative financial instruments


16


91


Loans and receivables:Trade and other receivables excluding prepayments(1)


17


66,538


55,526Cash and cash equivalents


19


70,603


150,645Total financial assets





138,108


206,171Financial liabilitiesDesignated and effective as hedging instruments:Derivative financial instruments


16





630At fair value through profit and loss:Derivative financial instruments


16


1,685


1,404Other financial liabilities:Trade and other payables excluding social security and other taxes(2)


20


90,306


131,136Borrowings


21


436,875


458,903Total financial liabilities





528,866


592,073


(1)Prepayments
are excluded from the trade and other receivables balance, as this analysis is required only for financial instruments.(2)Social
security and other taxes are excluded from the trade and other payables balance, as this analysis is required only for financial instruments.


The
fair value of financial instruments equals their carrying amount apart from the senior secured notes component of borrowings. The carrying amount and fair value of the senior secured
notes are as follows:

Carrying amount

Fair value2012
£'000

2011
£'000

2012
£'000

2011
£'000Senior secured notes


428,413


451,438


463,240


485,527Unamortised issue discount and debt finance costs


(17,828
)

(20,204
)




410,585


431,234


463,240


485,527


The
fair value of the senior secured notes is calculated based on the market value of the traded notes as at the reporting date.

F-32

---



Table of Contents

Notes to the consolidated financial statements (Continued)

16 Derivative financial instruments

2012

2011Assets
£'000

Liabilities
£'000

Assets
£'000

Liabilities
£'000Derivatives that are designated and effective as hedging instruments carried at fair value:Forward foreign exchange contracts


876








(630
)Financial instruments carried at fair value through profit or loss:Interest rate swaps





(1,685
)




(1,404
)Forward foreign exchange contracts


91








967


(1,685
)




(2,034
)Less non-current portion:Financial instruments carried at fair value through profit or loss:Interest rate swaps





(1,685
)




Non-current derivative financial instruments





(1,685
)




Current derivative financial instruments


967








(2,034
)


Further
details of derivative financial instruments are provided in note 29.

17 Trade and other receivables

2012
£'000

2011
£'000Trade receivables


51,425


31,525Less: provision for impairment of trade receivables


(2,586
)

(2,680
)Net trade receivables


48,839


28,845Other receivables


1,180


10,000Accrued revenue


16,519


16,68166,538


55,526Prepayments


10,625


9,87777,163


65,403Less: non-current portion:Trade receivables


3,000


Other receivables (note 30.1)





10,000Non-current trade and other receivables


3,000


10,000Current trade and other receivables


74,163


55,403


Net
trade receivables include transfer fees receivable from other football clubs of £6,879,000 (2011: £4,154,000) of which £3,000,000 (2011:
£nil) is receivable after more than one year. Net trade receivables also include £35,637,000 (2011: £18,400,000) of deferred revenue that is contractually payable
to the Company, but recorded in advance of the earnings process, with corresponding amounts recorded as current deferred revenue liabilities.

F-33

---



Table of Contents

Notes to the consolidated financial statements (Continued)

18 Tax receivable

2012
£'000

2011
£'000Non-current tax receivable





2,500Current tax receivable


2,500


Tax receivable


2,500


2,500


The
£2,500,000 tax receivable relates to tax withheld at 25% of the loans made to Directors during 2009 under s455 CTA 2010. The corresponding liability was paid on
1 April 2010 and is recoverable upon repayment of the Directors' loans. The loans were repaid on 25 April 2012.

19 Cash and cash equivalents

2012
£'000

2011
£'000Cash at bank and in hand


70,603


150,645


Cash
and cash equivalents for the purposes of the statement of cash flows are as above.

20 Trade and other payables

2012
£'000

2011
£'000Trade payables


34,013


69,360Other payables


22,070


29,270Accrued expenses


34,223


32,50690,306


131,136Social security and other taxes


15,663


15,080105,969


146,216Less: non-current portion:Trade payables


6,230


9,301Other payables


16,075


19,115Non-current trade and other payables


22,305


28,416Current trade and other payables


83,664


117,800


Trade
payables include transfer fees and other associated costs in relation to the acquisition of players' registrations of £28,877,000 (2011: £64,232,000) of
which £6,230,000 (2011: £9,301,000) is due after more than one year.

Other
payables include the deferred element of a terminated interest rate swap (related to the former secured senior facilities) of £18,282,000 (2011:
£22,437,000) of which £13,655,000 (2011: £18,282,000) is due after more than one year. This is being repaid to the bank counterparties over 6 years from 2010
and accrues interest at an effective interest rate of 5.13%.

F-34

---



Table of Contents

Notes to the consolidated financial statements (Continued)

21 Borrowings

2012
£'000

2011
£'000CurrentSecured bank loan


359


338Other borrowings


250


400Accrued interest on senior secured notes


15,019


15,83515,628


16,573Non-currentSecured bank loan


6,469


6,828Other borrowings


4,193


4,268Senior secured notes


410,585


431,234421,247


442,330Total borrowings


436,875


458,903


The
secured bank loan of £6,828,000 (2011: £7,166,000) comprises a bank loan within Alderley Urban Investments Limited, a subsidiary of Manchester United Limited,
that attracts interest of Libor + 1%. £2,629,000 is repayable in quarterly instalments through to July 2018, with the remaining balance of £4,199,000 being
re-payable at par on 9 July 2018. The loan is secured by way of a first legal charge over a Group investment property, known as the Manchester International Freight Terminal, and
the loan is also guaranteed by Manchester United Limited.

Other
borrowings comprise loan stock of £4,443,000 (2011: £4,668,000) which is unsecured and is issued to the minority shareholder of MUTV Limited (a subsidiary
of Manchester United Limited). The loan stock accrues interest at Libor + 1% to 1.5% and was repayable at par in 2007, subject to the availability of free cash flows within MUTV Limited.
Based on current projections it is estimated that the loan will be repaid over approximately 17 years.

The
senior secured notes of £410,585,000 (2011: £431,234,000) comprise:



The
senior secured notes are secured by a first-ranking lien over all shares and substantially all property and assets of the issuer and guarantors, which by definition incorporates Red
Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited. The notes are listed on the Luxembourg stock exchange and are traded on the Euro
MTF market. The notes are due for repayment in 2017 and interest is paid semi-annually.

The
Group has the option to redeem up to 35% of the aggregate principal amount of the senior secured notes originally issued at any time prior to their 2017 repayment date by paying a
specified

F-35

---



Table of Contents

Notes to the consolidated financial statements (Continued)

21 Borrowings (Continued)

premium
on the principal amounts redeemed dependant on the date of redemption. During the year ended 30 June 2012 the Group repurchased the Pounds Sterling equivalent of £28,211,000
(2011: £63,846,000) of senior secured notes comprising £14,000,000 (2011: £58,225,000) of Pounds Sterling senior secured notes and US$23,000,000 (2011:
US$9,000,000) of US Dollar denominated senior secured notes. The consideration paid amounted to £30,391,000 (2011: £67,357,000) including a premium on repurchase of
£2,180,000 (2011: £3,511,000). The premium on repurchase and consequent accelerated amortisation of issue discount and debt finance costs are immediately recognised in the
income statementsee note 7. The original senior secured note issue comprised principal amounts of £250 million of Pounds Sterling senior secured notes and
US$425 million of US Dollar denominated senior secured notes. At 30 June 2012 the cumulative amounts repurchased comprised principal amounts of £72,225,000 of Pounds Sterling
senior secured notes and US$32,000,000 of US Dollar denominated senior secured notes. The repurchased senior secured notes were retired subsequent to the reporting date.

The
Group also has undrawn committed borrowing facilities of £75,000,000 (2011: £75,000,000). No drawdowns were made from these facilities during 2012 or 2011.

Analysis of changes in net debt

Net debt is defined as non-current and current borrowings minus cash and cash equivalents. Net debt is a financial
performance indicator that is used by the Group's management to monitor liquidity risk. The Company believes that net debt is meaningful for investors as it provides a clear overview of the net
indebtedness position of the Company and is used by the Chief Operating Decision Maker in managing the business.

The
following tables provide a reconciliation of the movement in the Group's net debt.

At 1 July 2011
£'000

Cash flows
£'000

Non-cash
movements
£'000

At 30 June 2012
£'000Current borrowings


16,573


(37,827
)

36,882


15,628Non-current borrowings


442,330


(28,211
)

7,128


421,247Less: cash and cash equivalents


(150,645
)

80,112


(70
)

(70,603
)308,258


14,074


43,940


366,272


Non-cash
movements largely comprise the foreign exchange loss arising on translation of US Dollar denominated senior secured notes, the movement on accrued interest on the
senior secured notes and amortisation of issue discount, debt finance and debt issue costs.

At 1 July 2010
£'000

Cash flows
£'000

Non-cash
movements
£'000

At 30 June 2011
£'000Current borrowings


19,391


(22,886
)

20,068


16,573Non-current borrowings


753,944


(304,545
)

(7,069
)

442,330Less: cash and cash equivalents


(163,833
)

12,736


452


(150,645
)609,502


(314,695
)

13,451


308,258


F-36

---



Table of Contents

Notes to the consolidated financial statements (Continued)

21 Borrowings (Continued)

Non-cash
movements largely comprise the foreign exchange gain arising on translation of US Dollar denominated senior secured notes, offset by movement on accrued interest on
the senior secured notes and amortisation of issue discount, debt finance and debt issue costs.

22 Provisions

The provision relates entirely to an onerous property lease in the Republic of Ireland which contains a break clause that may be exercised in 2015. The movement in the provision is as
follows:

2012
£'000

2011
£'000Opening balance


2,476


2,616Utilised


(480
)

(536
)Unwinding of discount


69


93Movements on foreign exchange


(259
)

303Closing balance


1,806


2,476The balance comprises:Current


428


536Non-current


1,378


1,9401,806


2,476


23 Deferred tax

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period:

Accelerated
tax
depreciation
£'000

Rolled
over gain
on player
disposal
£'000

Non
qualifying
property
£'000

Property
fair value
adjustment
£'000

Tax
losses
£'000

Other
(including
other fair
value
adjustments)
£'000

Total
£'000At 1 July 2010


(1,963
)

15,697


21,446


25,500





(657
)

60,023Charged/(credited) to income statement (note 9)


3,233


(5,093
)

(1,817
)

(2,197
)




421


(5,453
)Credited to other comprehensive income (note 9)

















(164
)

(164
)At 30 June 2011


1,270


10,604


19,629


23,303





(400
)

54,406Credited to income statement (note 9)


(502
)

(6,422
)

(1,772
)

(2,140
)

(17,160
)

(106
)

(28,102
)Charged to other comprehensive income (note 9)

















374


374At 30 June 2012


768


4,182


17,857


21,163


(17,160
)

(132
)

26,678


Deferred
tax assets are recognised on losses carried forward only to the extent that it is probable that they will be available for use against future profits and that there will be
sufficient future taxable

F-37

---



Table of Contents

Notes to the consolidated financial statements (Continued)

23 Deferred tax (Continued)

profit
available against which the temporary differences can be utilised. At 30 June 2012 the Group has no accessible unrecognised tax losses (2011: gross £92.6 million).

Deferred
tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances:

2012
£'000

2011
£'000Deferred tax assets


(17,292
)

(528
)Deferred tax liabilities


43,970


54,934Deferred tax liabilities (net)


26,678


54,406


24 Share capital and earnings per share

24.1 Share capital

2012
£

2011
£Authorised:1,000,000 ordinary shares of £0.0001 each


100


100Allotted, and fully paid:990,004 ordinary shares of £0.0001 each (2011: 990,004)


99


99


24.2 Earnings per share

Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to ordinary equity holders of the Company by the weighted average number
of ordinary shares in issue during the year, as adjusted for the reorganisation transactions described in note 1. As a result of these reorganisation transactions, the adjusted weighted average
number of Manchester United plc ordinary shares in issue during the year is calculated as 155,352,366 (class A and class B) for the three years ended 30 June 2012, 2011 and
2010. As a result of this post balance sheet reorganisation, the number of shares used in the earnings per share calculation is not consistent with balance sheet disclosures in note 24.1.The
Company did not have any dilutive shares during the year (2011: none; 2010: none).

Manchester United plc:

2012

2011

2010Profit/(loss) attributable to equity holders of the Company (£'000)


22,986


12,649


(47,757
)Class A ordinary shares (thousands)


31,352


31,352


31,352Class B ordinary shares (thousands)


124,000


124,000


124,000Basic earnings/(loss) per share (Pounds Sterling)(1)


0.15


0.08


(0.31
)Diluted earnings/(loss) per share (Pounds Sterling)(1)


0.15


0.08


(0.31
)


(1)As
adjusted retroactively for all periods presented to reflect the reorganisation transactions described in note 1.


F-38

---



Table of Contents

Notes to the consolidated financial statements (Continued)

24 Share capital and earnings per share (Continued)

As previously presented for Red Football Shareholder Limited:

2011

2010Weighted average number of ordinary shares in issue (thousands)


990


990Basic and diluted earnings/(loss) per share (Pounds Sterling)


12.78


(48.24
)


24.3 Manchester United plc ordinary shares

Following the reorganisation transaction, described more fully in note 1, the Company has two classes of ordinary shares outstanding: Class A
ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and
conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 10 votes per share and
is convertible into one Class A ordinary share at any time. In addition, Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and
other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number
of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to the Company's governing
documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the
holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders.

25 Cash generated from operations

Note

2012
£'000

2011
£'000

2010
£'000(Loss)/profit on ordinary activities before tax





(4,664
)

12,004


(44,273
)Impairment charges


6, 12





2,013


615Net finance costs





49,536


51,250


108,583Profit on disposal of players' registrations





(9,691
)

(4,466
)

(13,385
)Depreciation charges


11, 12


7,478


6,989


8,634Amortisation of players' registrations


14


38,262


39,245


40,087(Profit)/loss on disposal of property, plant and equipment








(46
)

104Fair value (gains)/losses on derivative financial instruments





(91
)

1,047


(427
)Increase in trade and other receivables





(9,414
)

(17,483
)

(1,778
)Increase in trade and other payables and deferred revenue





9,625


34,727


4,276(Decrease)/increase in provisions





(739
)

(140
)

1,101Cash generated from operations





80,302


125,140


103,537


26 Contingencies

At 30 June 2012, the Group had no material contingent liabilities in respect of legal claims arising in the ordinary course of business.

F-39

---



Table of Contents

Notes to the consolidated financial statements (Continued)

27 Commitments

27.1 Operating lease commitments

The
Group leases various premises and plant and equipment under non-cancellable operating lease agreements. The operating lease expenditure charged to the income statement
during the year is disclosed in note 5. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

2012
£'000

2011
£'000Not later than 1 year


2,668


1,647Later than 1 year and no later than 5 years


5,610


5,410Later than 5 years


4,352


4,43612,630


11,493


The
above amounts include minimum lease payments relating to an onerous property lease in the Republic of Ireland which are included in provisions (see note 22).

27.2 Capital commitments

At
30 June 2012, the Group had capital commitments amounting to £8.3 million (2011: £1.3 million).

27.3 Contingent transfer fees

Under
the terms of certain contracts with other football clubs in respect of player transfers, additional amounts, in excess of the amounts included in the cost of players'
registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognised within the cost of players' registrations when the Company
considers that it is probable that the condition related to the payment will be achieved. For MUFC appearances, the Company estimates the probability of the player achieving the contracted number of
appearances. The conditions relating to the signing of a new contract and international appearances are only considered to be probable once they have been achieved. The maximum additional amounts that
could be payable is £19,371,000 (2011: £19,822,000). No material adjustment was required to the amounts included in the cost of players' registrations during the year (2011 and
2010: no material adjustments) and consequently there was no material impact on the amortisation of players' registration charges in the income statement (2011 and 2010: no material impact).

At
30 June 2012 the potential amount payable by type of condition and category of player was:

First
team
squad
£'000

Other
£'000

Total
£'000Type of condition:MUFC appearances/new contract


9,577


6,734


16,311International appearances


2,700


360


3,06012,277


7,094


19,371


F-40

---



Table of Contents

Notes to the consolidated financial statements (Continued)

27 Commitments (Continued)

At
30 June 2011 the potential amount payable by type of condition and category of player was:

First
team
squad
£'000

Other
£'000

Total
£'000Type of condition:MUFC appearances/new contract


11,526


5,901


17,427International appearances


2,050


345


2,39513,576


6,246


19,822


28 Pension arrangements

28.1 Defined benefit scheme

Certain
employees of the Group are members of The Football League Limited Pension and Life Assurance Scheme ("the Scheme"). Accrual of benefits on a final salary basis was suspended with
effect from 31 August 1999 following an actuarial review which revealed a substantial deficit.

As
one of 92 participating employers, the Group is unable to identify its share of the assets and liabilities of the Scheme and therefore accounts for its contributions as if they were
paid to a defined contribution scheme. The Group is advised only of the additional contributions it is required to pay to make good the deficit. The Group has received confirmation that the assets and
liabilities of the Scheme cannot be split between the participating employers. Full provision has been made for the additional contributions that the Group has been requested to pay to help fund the
deficit as it is principally attributable to employees who have left the Group or retired. These contributions could increase in the future if one or more of the participating employers exits the
Scheme.

Based
on the latest actuarial valuation as at 31 August 2011, the Group has been advised that the overall deficit of the Scheme has increased to £25,700,000. A charge
of £1,792,000 has been made to the income statement during the period (2011: £nil; 2010: £nil) being the present value of the additional contributions the Group is
expected to pay to make good the increased deficit of the Scheme. The Group has agreed to make contributions of £3,839,000 over a period of ten years from September 2012. The discounted
liability as at 30 June 2012 amounts to £204,743 (2011: £167,330) due within one year and £2,420,075 (2011: £833,405) due after more than one
year and is included within other payables.

28.2 Defined contribution schemes

Contributions
made to defined contribution pension arrangements are charged to the income statement in the period in which they become payable and for the year ended 30 June 2012
amounted to £1,422,000 (2011: £1,428,000; 2010: £1,395,000). As at 30 June 2012, contributions of £198,187 (2011: £186,810)
due in respect of the current reporting period had not been paid over to the pension schemes.

The
assets of all pension schemes to which the Group contributes are held separately from the Group in independently administered funds.

F-41

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Table of Contents

Notes to the consolidated financial statements (Continued)

29 Financial risk management

29.1 Financial risk factors

The
Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and cash flow risk), credit risk and liquidity risk. The Group
uses derivative financial
instruments to hedge certain exposures, and has designated certain derivatives as hedges of cash flows (cash flow hedge).

The
policy for each of the above risks is described in more detail below.

a)    Market risk

Currency risk

The Group is exposed to the following currency risks:



It
is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and receipts. The Group has entered into forward foreign
exchange contracts to hedge the exchange rate risk arising from anticipated future income relating to participation in the UEFA Champions League, which are designated as cash flow hedges. The Group
has also entered into a forward foreign exchange contract to hedge the exchange rate risk arising from a future payment relating to the acquisition of a player registration, this has not been
designated as a

F-42

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Table of Contents

Notes to the consolidated financial statements (Continued)

29 Financial risk management (Continued)

hedging
instrument. The following table details the forward foreign currency contracts outstanding at the reporting date:

2012

2011Average
exchange rate

Foreign
currency
FC'000

Notional
value
£'000

Fair
value
£'000

Average
exchange rate

Foreign
currency
FC'000

Notional
value
£'000

Fair
value
£'000Sell Euro


1.1886


28,109


23,649


876


1.1347


32,159


28,340


(630
)Buy Euro


1.2506


11,000


(8,796
)

91











14,853


967








28,340


(630
)


As
at 30 June 2012, the aggregate amount of gains, net of tax, under forward foreign exchange contracts deferred in the cash flow hedging reserve relating to the anticipated
future income from participation in the UEFA Champions League is £666,000 (2011: losses of £466,000). It is anticipated that the future income will be received within the next
12 months, at which time the amount deferred in equity will be reclassified to the income statement.

The
carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities are as follows:

2012

2011Euro
€'000

US Dollar
$'000

Euro
€'000

US Dollar
$'000Monetary assets


9,450


60,114


1,899


52,136Monetary liabilities


(20,168
)

(423,591
)

(21,145
)

(422,612
)(10,718
)

(363,477
)

(19,246
)

(370,476
)


At
30 June 2012:



Interest rate risk

The Group has no significant interest bearing assets other than cash on deposit which attracts interest at a small margin above UK base
rates.

F-43

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Table of Contents

Notes to the consolidated financial statements (Continued)

29 Financial risk management (Continued)

The
Group's interest rate risk arises from its borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates
expose the Group to fair value interest rate risk. The Group's borrowings are denominated in Pounds Sterling and US Dollar. Full details of the Group's borrowings and associated interest rates can be
found in note 21.

The
Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative
financing and hedging. Based on these scenarios, the Group calculates the impact on profit or loss and equity of a defined interest rate shift. For each simulation, the same interest shift is used for
all currencies. The scenarios are run only for liabilities that represent the major interest bearing positions. Based on the simulations performed, the impact on equity and post-tax profit
of a 1.0% shift would not be material to any periods presented.

Based
on various scenarios, the Group manages its cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the repayment schedule of
the borrowings. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates.
These are approved by the Executive Board of Manchester United Limited and the Board receives updates on a regular basis in respect of the hedging position.

The
Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the reporting date:

2012

2011Principal
value of loan
outstanding
£'000

Rate
received

Rate
paid

Expiry
date

Principal
value of loan
outstanding
£'000

Rate
received

Rate
paid

Expiry
date*6,828 - 4,199

3 month Libor

Fixed 6.1%

9 July 2018

*7,166 - 4,199

3 month Libor

Fixed 6.1%

9 July 2018


*The
principal value of the interest rate swaps reduces with the secured bank loan repayment terms, see note 21.


As at 30 June 2012 the fair value of these interest rate swaps was a liability of £1,685,000
(2011: £1,404,000).

Cash flow risk

Cash flow forecasting is performed on a regular basis which includes rolling forecasts of the Group's liquidity requirements to ensure
that the Group has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach
borrowing limits or covenants on any of its borrowing facilities. The Group's borrowing facilities are described in note 21. Financing facilities have been agreed at appropriate levels having
regard to the Group's operating cash flows and future development plans.

b)    Credit risk

Credit
risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and
arises from cash and cash equivalents and trade and other receivables (excluding prepayments)the maximum credit exposure is £137,141,000 (2011: £206,171,000).
Management does not expect any material losses from non-performance by these counterparties and there are no significant concentrations of credit risk within the Group. Derivative
financial instruments and cash and cash equivalents are placed with counterparties with a minimum Moody's rating of Aa3.

F-44

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Table of Contents

Notes to the consolidated financial statements (Continued)

29 Financial risk management (Continued)

Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually required in advance of the season to
which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements may be negotiated in individual contracts with
terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract basis. Of the net total trade receivable balance of £48,839,000 (2011:
£28,845,000), £6,879,000 (2011: £4,154,000) relates to amounts receivable from various other football clubs in relation to player trading and
£37,555,000 (2011: £19,670,000) relates to commercial sponsorship.

As
at 30 June 2012, trade receivables of £44,579,000 (2011: £24,084,000) were neither past due nor impaired. Management considers that, based on historical
information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality of trade receivables that are neither past due
nor impaired is good.

As
at 30 June 2012, trade receivables of £4,240,000 (2011: £4,761,000) were past due but not impaired. These relate to independent customers for whom there
is no recent history of default. The ageing analysis of these trade receivables is as follows:

2012
£'000

2011
£'000Up to 3 months


4,168


4,444Over 3 months


72


3174,240


4,761


As
at 30 June 2012, trade receivables of £2,606,000 (2011: £2,680,000) were impaired and provided for. The amount of the provision as at 30 June
2012 was £2,586,000 (2011: £2,680,000). The individually impaired receivables
largely relate to a transfer fee receivable due from one football club, who have recently entered administration. The ageing of these receivables, based on due date, is as follows:

2012
£'000

2011
£'000Up to 3 months


19


2,319Over 3 months


2,587


3612,606


2,680


Movements
on the provision for impairment of trade receivables are as follows:

2012
£'000

2011
£'000Brought forward


2,680


2,080Provisions for receivables impairment


246


600Receivables written off during the year as uncollectible


(340
)

Carried forward


2,586


2,680


F-45

---



Table of Contents

Notes to the consolidated financial statements (Continued)

29 Financial risk management (Continued)

c)     Liquidity risk

The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured loan notes and other borrowings as applicable. The
annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the playing season. Ultimate responsibility for liquidity risk management rests
with the Executive Directors of Manchester United Limited. The Directors use management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future
liquidity. Details of the Group's borrowing facilities are set out in note 21.

Surplus
cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market
deposits. At the reporting date, the Group held cash and cash equivalents of £70,603,000 (2011: £150,645,000).

The
table below analyses the Group's non-derivative financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings based
on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Less than
1 year
£'000

Between 1
and 2 years
£'000

Between 2
and 5 years
£'000

Over
5 years
£'000Trade and other payables excluding social security and other taxes(1)


69,258


9,351


14,081


1,732Borrowings


37,317


37,334


525,283


8,652106,575


46,685


539,364


10,384Non-trading(2) and net settled derivative financial instruments:cash outflow


348


329


862


297cash inflow


(967
)







At 30 June 2012


105,956


47,014


540,226


10,681Trade and other payables excluding social security and other taxes(1)


103,391


13,616


19,433


627Borrowings


39,411


39,425


118,360


482,250142,802


53,041


137,793


482,877Non-trading(2) and net settled derivative financial instruments:cash outflow


1,001


353


939


569At 30 June 2011


143,803


53,394


138,732


483,446


(1)Social
security and other taxes are excluded from trade and other payables balance, as this analysis is required only for
financial instruments.(2)Non-trading
derivatives are included at their fair value at the reporting date.


F-46

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Table of Contents

Notes to the consolidated financial statements (Continued)

29 Financial risk management (Continued)

29.2 Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through
the optimisation of the debt and equity balance. Capital is calculated as 'equity attributable to owners of the Company' as shown in the balance sheet plus net debt. Net debt is calculated as total
borrowings (including 'current and non-current borrowings' as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the
Group. A reconciliation of net debt is shown in note 21.

29.3 Fair value estimation

The following table presents the assets and liabilities that are measured at fair value. The fair value hierarchy used in measuring fair value has the following
levels:



2012
£'000

2011
£'000AssetsDerivative financial assets designated as cash flow hedges (note 16)


876


Derivative financial assets at fair value through profit or loss (note 16)


91


LiabilitiesDerivative financial liabilities designated as cash flow hedges (note 16)





(630
)Derivative financial liabilities at fair value through profit or loss (note 16)


(1,685
)

(1,404
)(718
)

(2,034
)


The
fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable
market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
categorised as Level 2.

All
of the derivative assets and liabilities detailed above are categorised as Level 2.

30 Related party transactions

As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware (see
note 32.1). The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose
general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football

F-47

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Table of Contents

Notes to the consolidated financial statements (Continued)

30 Related party transactions (Continued)

Limited
Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.

The
following transactions were carried out with related parties:

30.1 Loans to related parties

Outstanding loans granted to directors as at 30 June 2012 were £nil (2011: £10,000,000). The loans were repaid on 25 April
2012. Interest was charged on the loans from the date of issue at 5.5% per annum. Interest charged during the year amounted to £457,491 (2011: £550,000; 2010:
£550,000). The amounts below represent the maximum balances during the year ended 30 June 2012.

£'000A Glazer


1,667B Glazer


1,667D Glazer


1,667E Glazer


1,667J Glazer


1,666K Glazer


1,66610,000


30.2 Interest in senior secured notes

K Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US Dollar denominated senior secured notes. The
principal amount of the Group's senior secured notes held by K Glazer and certain members of his immediate family at 30 June 2012 was US$10.6 million (2011: US$10.6 million). The
US Dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to K Glazer and certain members of his immediate family during the year amounted to £558,484 (2011:
£379,180; 2010: £nil) of which £232,671 (2011: £227,762; 2010: £nil) was accrued at the year end.

30.3 Fees

The Group incurred a management fee of £3,000,000 (2011: £7,200,000; 2010: £3,125,000) from Red Football Limited Partnership,
the ultimate parent undertaking of Manchester United plc as described in note 1.1. The fees paid to Red Football Limited Partnership were for the provision of consulting services to the
Group, including strategic, sponsorship, commercial partnership, marketing, finance and related advice.

F-48

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Table of Contents

Notes to the consolidated financial statements (Continued)

31 Subsidiaries

The following companies are the principal subsidiary undertakings of the Company following the reorganisation transactions described in note 1:

Subsidiaries

Principal activity

Issued share
capital

Description of
share classes
ownedRed Football Holdings Limited*

Holding company

GBP 1

100% OrdinaryRed Football Shareholder Limited

Holding company

GBP 99

100% OrdinaryRed Football Joint Venture Limited

Holding company

GBP 99

100% OrdinaryRed Football Limited

Holding company

GBP 99

100% OrdinaryRed Football Junior Limited

Holding company

GBP 100

100% OrdinaryManchester United Limited

Holding company

GBP 26,519,248

100% OrdinaryManchester United Football Club Limited

Professional football club

GBP 1,008,546

100% OrdinaryMU Finance plc

Debt-holding company

GBP 15,000,000

100% OrdinaryManchester United Interactive Limited

Media company

GBP 10,000

100% OrdinaryManchester United Commercial Enterprises (Ireland) Limited

Property investment

EUR 13

100% OrdinaryAlderley Urban Investments Limited

Property investment

GBP 2

100% OrdinaryMUTV Limited

Subscription TV channel

GBP 2,400

66.7% Ordinary


All
of the above were incorporated and operate in England and Wales, with the exception of Manchester United Commercial Enterprises (Ireland) Limited which was incorporated and operates
in Ireland.

32 Events after the reporting date

32.1 Reorganisation transactions and initial public offering ("IPO")

As disclosed in note 1, there was a reorganisation of the Group completed in August 2012 followed by an IPO. As a result of the reorganisation
transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.

Immediately
following the reorganisation on 9 August 2012, Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011
Revision) of the Cayman Islands, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed
capital of £75,000. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE.
Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.

Management
expect that the reorganisation will result in the Company being treated as a US domestic corporation for tax purposes. As a result, the Company will be subject to US federal
income tax (currently at a statutory rate of 35%) on worldwide income. Prior to the reorganisation, the Company had applied the UK statutory rate of 25.5% (2011 27.5%; 2010: 28%) to taxable income.
Furthermore, the Company will be subject to both US and UK tax rules in the future whereas, prior to the reorganisation, the Company had been previously subject to only UK tax rules. The resulting

F-49

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Table of Contents

Notes to the consolidated financial statements (Continued)

32 Events after the reporting date (Continued)

impact
of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities
prospectively from the date of the reorganisation.

32.2 Playing registrations

The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2012, for total proceeds, net of associated costs, of
£6,478,000. The associated net book value was £1,898,000. These registrations have not been reclassified as held for sale as the associated net book value is not considered to
be material.

Subsequent
to 30 June 2012 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of
£32,735,000.

32.3 Senior secured note purchases

On 14 September 2012, the Company repurchased the sterling equivalent of £62,618,000 of senior secured notes comprising US$101,730,000 of US
dollar denominated senior secured notes. The consideration paid amounted to £67,863,000. The repurchased senior secured notes have been retired.

32.4 Commercial revenueshirt sponsor

On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to
become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be
$70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million
in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of
the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.

F-50

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Table of Contents

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 authorised the undersigned to sign this annual report on its behalf.

Manchester United plc
(Registrant)Date: October 25, 2012

By:

/s/ EDWARD WOODWARDName:

Edward WoodwardTitle:

Executive Vice Chairman


---





Table of Contents

EXHIBITS

1.1

Amended and Restated Memorandum and Articles of Association of Manchester United plc, dated as of 8 August 2012.4.1

2012 Equity Incentive Award Plan (included as Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333-183277), filed with the SEC on 13 August 2012).4.2

Premier League Handbook, Season 2012/13.4.3

Premier League Handbook, Season 2011/12 (included as Exhibit 10.4 to our Registration Statement on Form F-1 (File No. 333-182535), filed with the SEC on 3 July 2012, as amended.8.1

List of significant subsidiaries (included in note 31 to our audited consolidated financial statements included in this Form 20-F).11.1

Code of Business Conduct and Ethics, dated 7 August 2012.12.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.12.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1

Consent of PricewaterhouseCoopers LLP.


---