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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 30 June 2013ORo

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)

Not Applicable(Translation of Company's name into English)

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.

39,825,595
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


iiREORGANIZATION 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


25ITEM 4A.

UNRESOLVED STAFF COMMENTS


51ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


51ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


76ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


87ITEM 8.

FINANCIAL INFORMATION


89ITEM 9.

THE OFFER AND LISTING


91ITEM 10.

ADDITIONAL INFORMATION


91ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


97ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


98PART IIITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES


99ITEM 14.

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


99ITEM 15.

CONTROLS AND PROCEDURES


99ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


100ITEM 16B.

CODE OF ETHICS


101ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


101ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES


102ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER


102ITEM 16F.

CHANGE IN REGISTRANT'S CERTYFYING ACCOUNTANT


102ITEM 16G.

CORPORATE GOVERNANCE


102ITEM 16H.

MINE SAFETY DISCLOSURE


102PART IIIITEM 17.

FINANCIAL STATEMENTS


103ITEM 18.

FINANCIAL STATEMENTS


103ITEM 19.

EXHIBITS


103MANCHESTER UNITED plc GROUP HISTORICAL FINANCIAL INFORMATION


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GENERAL INFORMATION

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



Throughout
this Form 20-F, 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.

REORGANIZATION 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 reorganization 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 direct, wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc
and our business is now conducted through Manchester United plc and its subsidiaries. We refer to these events throughout this Annual Report collectively as the "reorganization transactions."

Immediately
following the reorganization 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 10 to our audited consolidated financial statements as of 30 June 2013 and 2012 and for the years ended 30 June
2013, 2012 and 2011. The reorganization transactions have been treated as a capital reorganization. In accordance with International Financial Reporting Standards ("IFRS"), historic earnings per share
calculations and the balance sheet as of 30 June 2012 were restated retrospectively

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to
reflect the capital structure of the new parent rather than that of the former parent, Red Football Shareholder Limited.

On
10 August 2012, the Company issued 8,333,334 Class A ordinary shares and listed such shares on the New York Stock Exchange at a price of $14.00 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 IFRS, as issued by the International Accounting Standards Board ("IASB") and International Financial Reporting
Interpretations Committee ("IFRIC") interpretations. None of the financial statements were prepared in accordance with
generally accepted accounting principles in the United States. Prior to the reorganization transactions, we conducted our business through Red Football Shareholder Limited and its subsidiaries. Unless
otherwise specifically stated, the historical financial information presented in this Annual Report is presented for the following entities:



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 until 30 June 2017 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, although we may choose to do so in future filings.

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 previously 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. You should read this Annual Report
completely and with the understanding that our actual future results may be materially different and worse from what we expect.

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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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,

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representing
an extrapolated adult population of 5 billion people. However, while Kantar Media 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 industry publications and third-party
studies:



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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 2013, 2012, 2011, 2010 and 2009 and for the years ended 30 June 2013,
2012, 2011, 2010 and 2009 has been derived from our audited consolidated financial statements, which were prepared under IFRS, as issued by the IASB and IFRIC interpretations.

Prior
to the reorganization transactions, we conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements as of
and for the years ended 30 June 2012, 2011, 2010 and 2009 present the results of operations and financial position of Red Football Shareholder Limited unless otherwise specifically noted.
Following the reorganization transactions, we have conducted our business through Manchester United plc and its consolidated subsidiaries, and therefore our historical financial statements as
of and for the year ended 30 June 2013 present the results of operations and financial position of Manchester United plc and its consolidated subsidiaries. Manchester United plc's
historical financial statements prior to the reorganization transactions are the same as Red Football Shareholder Limited's financial statements prior to the reorganization transactions, as adjusted
for the reorganization transactions. The reorganization transactions have been reflected retroactively in Manchester United plc's earnings/(loss) per share calculations.

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 2013 and 2012 and for the years ended 30 June 2013,
2012 and 2011 have been included in this Annual Report.

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

Year ended 30 June2013

2012

2011

2010

2009(£'000, unless otherwise indicated)Income Statement DataRevenue


363,189


320,320


331,441


286,416


278,476Analyzed as:Commercial revenue


152,441


117,611


103,369


77,322


65,977Broadcasting revenue


101,625


103,991


117,249


103,276


98,013Matchday revenue


109,123


98,718


110,823


105,818


114,486Operating expensesbefore exceptional items


(304,120
)

(274,411
)

(267,986
)

(232,716
)

(232,034
)Analyzed as:Employee benefit expenses


(180,523
)

(161,688
)

(152,915
)

(131,689
)

(123,120
)Other operating expenses


(74,114
)

(66,983
)

(68,837
)

(52,306
)

(62,311
)Depreciation


(7,769
)

(7,478
)

(6,989
)

(8,634
)

(8,962
)Amortization of players' registrations


(41,714
)

(38,262
)

(39,245
)

(40,087
)

(37,641
)Operating expensesexceptional items


(6,217
)

(10,728
)

(4,667
)

(2,775
)

(3,097
)Total operating expenses


(310,337
)

(285,139
)

(272,653
)

(235,491
)

(235,131
)Operating profit before profit on disposal of players' registrations


52,852


35,181


58,788


50,925


43,345Profit on disposal of players' registrations


9,162


9,691


4,466


13,385


80,185Operating profit


62,014


44,872


63,254


64,310


123,530Finance costs


(72,082
)

(50,315
)

(52,960
)

(110,298
)

(118,743
)Finance income


1,275


779


1,710


1,715


1,317Net finance costs


(70,807
)

(49,536
)

(51,250
)

(108,583
)

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


(8,793
)

(4,664
)

12,004


(44,273
)

6,104Tax credit/(expense)


155,212


27,977


986


(3,211
)

(844
)Profit/(loss) for the year


146,419


23,313


12,990


(47,484
)

5,260Attributable to:Owners of the parent


146,250


22,986


12,649


(47,757
)

5,343Non-controlling interest


169


327


341


273


(83
)Weighted average number of ordinary shares (thousands)


162,895


155,352


155,352


155,352


155,352Basic and diluted earnings/(loss) per share (£)


0.90


0.15


0.08


(0.31
)

0.03


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As of 30 June2013

2012

2011

2010

2009(£'000, unless otherwise indicated)Balance Sheet DataCash and cash equivalents


94,433


70,603


150,645


163,833


150,530Total assets


1,118,311


947,148


1,017,188


989,670


993,644Total liabilities


670,351


712,051


796,765


1,030,611


987,106Total equity


447,960


235,097


220,423


(40,941
)

6,538Equity attributable to owners of the parent


447,960


237,100


222,753


(38,270
)

9,482


Exchange Rate Information

Our functional and reporting currency is pounds sterling and substantially all of our costs are denominated in pounds 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 currency exposure against the US dollar relating to our US dollar denominated secured term loan and senior secured notes and our 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 pounds sterling amounts or that such amounts could have
been or could be converted into US dollars at any particular rate, or at all. On 18 October 2013, the exchange rate was $1.62 to £1.00.

The
following table sets forth information concerning exchange rates between the pounds 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 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


1.65Fiscal Year 2013


1.52


1.57


1.49


1.63April 2013


1.55


1.53


1.51


1.56May 2013


1.52


1.53


1.50


1.56June 2013


1.52


1.55


1.52


1.57July 2013


1.52


1.52


1.48


1.54August 2013


1.55


1.55


1.51


1.57September 2013


1.62


1.59


1.55


1.62October 2013 (through 18 October 2013)


1.62


1.61


1.59


1.62


Source:
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.    CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C.    REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

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D.    RISK FACTORS

Investment in our Class A ordinary shares involves a high degree of 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 materialize, 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.

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, 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. Our success and many
achievements over the last twenty years does not necessarily mean that we will continue to be successful in the future, whether as a result of changes in player personnel, coaching staff or otherwise.
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

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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 League and the 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 commercialize 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

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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 2013, 2012 and 2011 represented 42.0%, 36.7% and 31.2% of our total
revenue, respectively. The substantial majority of our commercial 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 2013, 2012 and 2011, 30.8%, 32.6% and 39.8% of our Broadcasting revenue, respectively, was
generated from the media rights for Champions League matches, and 60.5%, 59.0% and 51.4% 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.

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In
addition, although an agreement has been reached for the sale of Premier League domestic and international broadcasting rights through the end of the 2015/16 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. Moreover, 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.

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.

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

We consider the development of our commercial assets to be central to our ongoing business plan and a driver 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 been able to execute our business plan to date with the support of Nike, we remain subject to these contractual provisions and our business plan could be negatively impacted by non-compliance
or poor execution of our strategy by Nike. Further, any interruption in our ability to obtain the services of Nike or other third parties or deterioration in their performance could negatively impact
this portion of our operations. Furthermore, if our arrangement with Nike is terminated or modified against our interest, we may not be able to find alternative solutions for this portion 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 UEFA 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 2013, 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.

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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 as the number of home matches we play each season. During each of the 2012/13, 2011/12 and 2010/11 seasons, we played 28, 25 and 29 home
matches, respectively, and our Matchday revenue were £109.1 million, £98.7 million and £110.8 million for the years ended 30 June 2013,
2012 and 2011, 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 jeopardizing 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.

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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 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, or 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 unfavorable 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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In
addition, as we expand our digital and other media channels, including the internet, mobile services and social media, revenue from our other business sectors may decrease, including
our Broadcasting revenue. Moreover, the increase in subscriber base in some of these digital and other media channels may limit the growth of the subscriber base and popularity of other channels.
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 income 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 organization 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;

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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.

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

Our functional and reporting currency is pounds sterling and substantially all of our costs are denominated in pounds 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 our secured term loan and senior secured notes as well as
Commercial revenue from certain sponsors. In the year ended 30 June 2013, we recorded a foreign exchange loss of £2.5 million from our US dollar denominated secured term loan
and senior secured notes, whereas in the year ended 30 June 2012, we recorded a foreign exchange loss of £5.2 million. For the years ended 30 June 2013, 2012 and 2011
approximately 9.3%, 11.0% and 14.4% of our total revenue were generated in Euros, respectively, and approximately 16.0%, 11.1% and 8.2% 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 unauthorized 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

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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 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 2013, 2012 and 2011, Broadcasting revenue constituted 28.0%, 32.5% and 35.4%, 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.

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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 are subject to greater tax liability than in previous years.

During the years ended 30 June 2012 and 2011, our principal operating subsidiaries were tax residents in the United Kingdom. For
the years ended 30 June 2012 and 2011 we were subject to weighted statutory tax rates of 25.5% and 27.5% respectively. Following the reorganization transactions, although we are organized as a
Cayman Islands corporation, we report as a US domestic corporation for US federal income tax purposes and we are subject to US federal income tax (currently at a statutory rate of 35%) on the majority
of our worldwide income.

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

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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.

Other
factors that affect player salaries, such as changes in personal tax rates, changes to the treatment of income or other changes to taxation in the United Kingdom and the relative
strength of pounds sterling, 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.

We
remain committed to attracting and retaining the highest quality players for our first team. Our average annual net player capital expenditure from 1999 to 2013 has been
£17.8 million (excluding the sale of a player in the year ended 30 June 2009 that generated significant cash inflow, the average annual net player capital expenditure over
the same period would have been £23.1 million), and we continue to expect it to vary significantly from period to period. Although we believe our average net player capital
expenditures will be consistent with our historical average over the long term, we may explore new player acquisitions in connection with future transfer periods that may materially increase the
amount of our net player capital expenditure. The actual amount of cash we use on player acquisitions will also depend, in part, on the amount of any cash we receive as a result of the sale of any
players

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.

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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.

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 2013, we had total indebtedness of £389.2 million. 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, our existing secured term loan facility and the indenture governing our senior secured notes contain, and any agreements evidencing
or governing

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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 any 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 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.

Our revolving credit facility, our secured term loan facility and the indenture governing our senior secured notes 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 revolving credit facility, our secured term loan facility and our senior secured notes. This would permit the lending banks under our revolving credit facility and our secured term loan
facility to take certain actions, including declaring all amounts that we have borrowed under our revolving credit facility, our secured term loan 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 secured term loan 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

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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 and our secured term loan
facility, which bear interest at variable rates. Interest rate changes will not affect the market value of any debt incurred under such facilities, 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 2013, we had £205,014,000 of variable rate indebtedness
outstanding under our secured term loan facility. In addition, we previously entered into interest rate swaps that involved the exchange of floating for fixed rate interest payments in order to reduce
interest rate volatility. However, most of these interest rate swaps were terminated at the time we issued our senior secured notes. We cannot assure you that any hedging activities entered into by us
will be effective in fully mitigating our interest rate risk from our variable rate indebtedness.

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 82.28% of the voting power of our
outstanding capital stock. Each Class A ordinary share is entitled to one 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:



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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 do, 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 do, 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 are not required to have a nominating and corporate governance committee. Therefore, our board of directors' 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 are 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 remuneration committee and our nominating and corporate governance committee consist entirely of independent directors.

Accordingly,
our shareholders do 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 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, as such, we
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 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 previously chose to

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"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 require significant resources and management attention.

As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur as a private
company. 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 have taken, and will continue to 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.

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 until 30 June 2017. 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

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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 2013.

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 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 organizational 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

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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.

The price of our Class A ordinary shares might fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our Class A ordinary shares may prevent investors from being able to sell their shares of our
Class A ordinary shares at or above the price they paid for such shares. The trading price of our Class A ordinary shares may be volatile and subject to wide price fluctuations in
response to various factors, including:



These
and other factors might cause the market price of our Class A ordinary shares to fluctuate substantially, which might limit or prevent investors from readily selling their
shares of our Class A ordinary share and may otherwise negatively affect the liquidity of our Class A ordinary shares. In addition, in recent years, the stock market has experienced
significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries. The changes frequently appear
to occur without regard to the operating performance of the affected companies. Accordingly, the price of our Class A ordinary shares could fluctuate based upon factors that have little or
nothing to do with our Company, and these fluctuations could materially reduce our share price. Securities class action litigation has often been instituted against companies following periods of
volatility in the overall market and in the market price of a company's securities. This litigation, if instituted against us, could result in substantial costs, divert our management's attention and
resources, and harm our business, operating results and financial condition.

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, or the perception that these sales could occur, could adversely
affect the price of our Class A ordinary shares and could impair our

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ability
to raise capital through the sale of additional shares. As of 22 October 2013 we had 39,812,443 shares of Class A ordinary shares outstanding. The Class A ordinary shares
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.

With
the exception of 74,612 unvested shares of our Class A ordinary shares held by our executives, 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, 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, our existing secured term loan 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, our existing secured term loan 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 and its restricted subsidiaries, provided there is no event of default and Red Football Limited 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.

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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 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.

Our Class A ordinary shares are quoted in US dollars on the New York Stock Exchange. Our financial statements are prepared in
pounds sterling. Fluctuations in the exchange rate between the pounds 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."

We report as a US domestic corporation for US federal income tax purposes.

As discussed more fully under "Item 10. Additional InformationE. Taxation", due to the circumstances of our
formation and the application of Section 7874 of the US Internal Revenue Code of 1986, as amended (the "Code"), we report as a US domestic corporation for all purposes of the Code. As a result,
we are subject to US federal income tax on our worldwide income. In addition, if we pay dividends to a Non-US Holder, as defined in the discussion "Item 10. Additional
InformationE. Taxation," we 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.

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If securities or industry analysts do not publish research or reports or publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A ordinary shares depends in part on the research and reports that securities or industry
analysts publish about us, our business or our industry. If one or more of the analysts who covers us downgrades our stock, our share price will likely decline. If one or more of these analysts ceases
to cover us or fails to publish regular reports on us, interest in the purchase of our Class A ordinary shares could decrease, which could cause our stock price or trading volume to decline.

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 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

Our CompanyManchester United

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 135-year heritage we have won 62 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world's leading sports 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 Aon, General Motors (Chevrolet) and Nike that want
access and exposure to our community of followers and association with our brand.

Our
global community of followers engages with us in a variety of ways:



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Our Business Model and Revenue Drivers

We operate and manage our business as a single reporting segmentthe operation of a professional sports team. However, we
review our revenue through three principal sectorsCommercial, Broadcasting and Matchday.



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Industry Overview

Football is one of the most popular spectator sports on Earth and global follower interest has enabled the sport to commercialize 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.

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 Market Opportunity

We believe that we are one of the world's most recognizable global brands with a community of 659 million followers. Manchester
United is at the forefront of live football, which is a key component of the global sports market.

Other
markets driving our business include the global advertising market, the global pay television market and the global apparel market.

While
our business represents only a small portion of our addressable markets and may not grow at a corresponding rate, we believe our global reach and access to emerging markets
position us for continued growth.

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In addition, the explosion of growth in mobile technology and social media has driven a surge in demand for content, from news to video, which has resulted in a
four-fold increase in our revenue from new media & mobile over the four years ending 30 June 2013. Our new media & mobile revenue was £23.0 million for the year
ended 30 June 2013, which represented 6.3% of annual revenue for the year ended 30 June 2013. The mobile technology and social media markets in China and certain other developing
countries are, however, still early in their growth process.

Our Team's History

Founded in 1878 as Newton Heath L&YR Football Club, our club has operated for over 135 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 20
English League titles in 1908. In 1910, we moved to Old Trafford, our current stadium.

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 13 times and have never finished lower than third place. In total, we have won a record 20 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.

At
the end of the 2012/13 season, Sir Alex Ferguson retired as team manager. Sir Alex will remain a key member of the club as he became a director of Manchester United FC on
1 July 2013. In his place, David Moyes has been appointed team manager. David has won the League Managers' Association's Manager of the Year Award on three occasions: in 2003, 2005 and 2009.

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, Wayne Rooney and Robin van Persie. 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.

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The
following graph shows the success of our first team in the Premier League over the last 21 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 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.

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

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


2013


1957


1990


2003


2013FA 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


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 the Aon Training Complex, 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 35 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

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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 (or the following Monday if the 31 August falls on a weekend) of that year.

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.

As
of 22 October 2013, our first team(1) was comprised of the following players:

Player

Position

Nationality

Age

Apps(2)

Caps(3)David de Gea

Goalkeeper

Spanish


22


92


0Anders Lindegaard

Goalkeeper

Danish


29


26


6Ben Amos

Goalkeeper

English


23


7


5Patrice Evra

Defense

French


32


344


52Rio Ferdinand

Defense

English


34


439


81Chris Smalling

Defense

English


23


92


7Nemanja Vidic (captain)

Defense

Serbian


32


275


56Fabio Pereira da Silva

Defense

Brazilian


23


54


2Rafael Pereira da Silva

Defense

Brazilian


23


135


8Jonny Evans

Defense

Northern Irish


25


159


34Phil Jones

Defense

English


21


74


8Alexander Büttner

Defense

Dutch


25


15


0Marnick Vermijl

Defense

Belgian


21


1


0Michael Keane

Defense

English


20


3


0Anderson Luis de Abreu Oliveira (Anderson)

Midfield

Brazilian


25


175


8Ryan Giggs

Midfield

Welsh


39


948


64Michael Carrick

Midfield

English


32


331


31Luis Carlos Almeida da Cunha (Nani)

Midfield

Portuguese


27


221


70Darren Fletcher

Midfield

Scottish


29


312


61Antonio Valencia

Midfield

Ecuadorian


28


156


60Tom Cleverley

Midfield

English


24


55


11Ashley Young

Midfield

English


28


61


30Shinji Kagawa

Midfield

Japanese


24


30


51Nick Powell

Midfield

English


19


6


0Larnell Cole

Midfield

English


20


1


0Tiago Manuel Dias Correia (Bebe)

Midfield

Portuguese


22


7


0Wilfried Zaha

Midfield

English


30


1


2Marouane Fellaini

Midfield

Belgian


26


6


45Wayne Rooney

Forward

English


27


411


86Javier "Chicharito" Hernandez

Forward

Mexican


25


122


57Danny Welbeck

Forward

English


22


112


20Robin van Persie

Forward

Dutch


30


58


81Federico Macheda

Forward

Italian


22


36


0Adnan Januzaj

Forward

Belgian


18


6


0William Keane

Forward

English


20


1


0


(1)The
table includes all players who are contracted to Manchester United as of 22 October 2013 and have made at least one appearance for the Manchester
United first team.


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(2)Apps
means appearances for our first team through 22 October 2013.(3)Caps
means appearances for a senior national football team through 22 October 2013.


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, 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.

We
expect to spend approximately £5 million in the year ended 30 June 2014 in connection with further updating and expanding the Aon Training Complex, 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.

Sponsorship

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



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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 have opened an office in Hong Kong and will be opening
an office in 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 airline, automobile, beverage and logistics. We also offer sponsorship exclusivity
within a particular geography for certain industries, such as motorcycles, social gaming, soft drinks and tires.

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, are an important element of our 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 1 July 2013:

Sponsor

Type of sponsorship

Product categoryAeroflot

Global sponsor

AirlineAon

Global sponsor

Shirt, Training kit, Training Complex and Tour sponsorBwin

Global sponsor

BettingChevrolet

Global sponsor

AutomobileConcha y Toro

Global sponsor

WineDHL

Global sponsor

LogisticsEpson

Global sponsor

Office equipmentKansai

Global sponsor

PaintMister Potato

Global sponsor

SnackSingha

Global sponsor

BeerThomas Cook

Global sponsor

TravelToshiba Medical Systems

Global sponsor

Medical SystemsYanmar

Global sponsor

Marine Diesel EngineGloops

Regional sponsor (Japan)

Social gamingHonda

Regional sponsor (Thailand)

MotorcyclesKagome

Regional sponsor (Japan)

Soft drinksMultistrada

Regional sponsor (Indonesia)

TyresPepsiCo

Regional sponsor (Asia)

Soft drinksWahaha

Regional sponsor (China)

Soft drinks


Note:
Shirt sponsorship revenue from Aon was £19.2 million, or 21.1% of our total sponsorship revenue, for the year ended 30 June 2013. Other than our shirt
sponsorship agreements, we are not


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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 2013).


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 2015/16 season and will pay the league £120.0 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 third 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. 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 also received approximately $18.6 million in fees in the 2012/13 season and
we expect to receive

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approximately
$18.6 million in fees in the 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 are approximately $559 million.

The
following graph shows our growth from shirt sponsorships since 2000:

Average Annual Payments Under  Recent Shirt Sponsorship Contracts

GRAPHIC

---

Note:
The Aon and Chevrolet shirt sponsorship agreements do not include sponsorship rights for our training kit. The Chevrolet annual payment does not include pre-sponsorship payments and assumes a
£:$ exchange rate of 1.5166 as of 30 June 2013.

Training kit partner

As a continuation of our approach to categorizing our commercial rights, we entered into our first training kit partnership with DHL
effective from season 2011/12. Our kit includes apparel worn by our players while training and while warming up prior to a match. Under the training kit partnership agreement, we granted DHL the
rights to have its logo on all training kit worn by the team as well as replica training kit. Our agreement with DHL terminated effective 30 June 2013.

In
April 2013 we announced a new business partnership with Aon which, from 1 July 2013, extended our relationship with Aon by an additional eight years to 2021. Under the new
agreement, in addition to succeeding DHL as our training kit partner effective 1 July 2013, Aon has become the first ever partner of our training facility at Carrington. Aon has also become the
presenting partner of all our pre-season tours through 2021.

Training facilities partner

On 8 April 2013, we announced that Aon will become the first ever partner of our training facilities at Carrington, which has
now been renamed the Aon Training Complex. The agreement runs from 1 July 2013 through the end of the 2020/21 season.

Global, regional and supplier sponsors

In addition to revenue from our shirt and training kit sponsors, we generated a further £34.3 million in the year
ended 30 June 2013 from global, regional and supplier sponsors. The length of

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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.

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.

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. Examples of our financial services affinity sponsors include China Construction Bank (China), MBNA (UK), Shinsei Bank (Japan), Santander (Norway), Denizbank (Turkey), Ekspres Bank
(Denmark), and BIDV (Vietnam).

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 3 years, we have played 18 exhibition games in Australia, China, Germany, Hong Kong, Ireland, Japan, Norway, South Africa,
Sweden, Thailand and the United States.

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 2012/13 season, our promotional exhibition games and promotional tours generated £5.4 million of revenue
(excluding any related sponsorship 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 monetization 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 twelfth 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 recognize 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, we have Manchester United branded retail locations in Singapore, Macau,
Thailand and India. Nike currently manages our retail stores under our agreement with them.

Merchandising & product licensing

MUML currently has over 200 licensees serving over 120 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.

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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 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 numerous countries. Our
website, www.manutd.com, is published in 7 languages and over the last 12 months attracted an average of approximately 6 million unique users and approximately 63 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 36.1 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

Our
historical growth in Facebook connections does not guarantee that we will achieve comparable growth in Facebook connections in the future.

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.

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Specifically,
we intend to use our website and other digital media platforms for direct-to-consumer 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 numerous 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 based on contracts lasting from two to five years.

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.

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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 36.1 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 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 CRM database in order to better understand the size, location, demographics and characteristics of our follower base on an aggregated basis. Our CRM database 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

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wholly-owned
global television channel, MUTV, delivers Manchester United programming to over 80 countries around the world.

Broadcasting
revenue including, in some cases, prize money received by us in respect of various competitions, will vary from year to year as a result of variability in the amount of
available prize money and the performance of our first team in such 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.

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 2012/13 season, each club received
a total of €8.6 million in participation and match bonuses. In addition, each club had the potential to earn up to €6.0 million in performance bonuses.
Qualification for the round of 16 was worth an additional €3.5 million per club, an additional €3.9 million per club for the quarter-finals, and an
additional
€4.9 million per club for the semi-finals. The runner-up of the competition earned an additional €6.5 million and the winner earned an additional
€10.5 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 our wholly-owned global television channel and is broadcast in numerous 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.

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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. We bought ITV plc's one-third share in MUTV
Limited in November 2007 and in January 2013 we acquired the remaining one-third of the issued share capital of MUTV Limited from Sky Ventures Limited. MUTV Limited is now our wholly-owned subsidiary.

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



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 153 luxury boxes, approximately 8,000 executive club seats, 15 restaurants and 4 sports bars.

We
have one of the highest capacity utilizations 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.

We
aim to maximize 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 135-year history. In addition, it houses
the club's most precious artifacts and trophies. In 2012/13, we

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estimate
that approximately 355,000 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.

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

The
first break-even assessment began ahead of registration for the 2013/14 season. The break-even assessment is 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 takes 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

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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 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.

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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 of such footage will be the subject of a license from the
competition organizer.

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:



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

Real Property

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, our secured term loan 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

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Terminal
is not encumbered as it has already been given as security under the Alderley Facility; and (b) the Aon Training Complex is not encumbered.

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


205,000Aon Training Complex, 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, Washington, D.C., United States

Offices

Leased (through October 2016)

Manchester United Limited


658Office space, central Hong Kong

Offices

Leased (through September 2014)

Manchester United Limited


500


Legal Proceedings

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
significant losses arising from these legal proceedings is remote and accordingly no provision has been made in our consolidated balance sheet as of 30 June 2013 in accordance with IFRS.

Subsidiaries

Our directly or indirectly wholly-owned principal subsidiaries are: Red Football Finance Limited; Red Football Holdings Limited; Red
Football Shareholder Limited; Red Football Joint Venture Limited; Red Football Limited; Red Football Junior Limited; Manchester United Limited; Manchester United Football Club Limited; MU
Finance plc; Manchester United Interactive Limited; Manchester United Commercial Enterprises (Ireland) Limited; Alderley Urban Investments Limited; and MUTV Limited. All of the above are
incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises
(Ireland) Limited which is incorporated and operates in Ireland.

Customers

Our top five customers represented 45.5%, 50.1% and 51.5% of our total revenue in each of the years ended 30 June 2013, 2012 and
2011, respectively. Our top five customers are the Premier League, Nike, UEFA, Aon and DHL. See "Risk FactorsRisks Related to Our Business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 is the Premier League, who represented 17.6%, 19.9% and 19.1% of our total revenue in each of the years ended 30 June 2013, 2012 and 2011,
respectively. Our second largest customer is Nike, who represented 10.6%, 10.5% and 9.4% of our total revenue in each of the years ended 30 June 2013, 2012 and 2011, respectively.

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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.

Overview

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 135-year heritage we have won 62 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world's leading sports 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 Aon, General Motors (Chevrolet) and Nike that want
access and exposure to our community of followers and association with our brand.

How We Generate 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.

Revenue Drivers

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 £152.5 million for the year ended 30 June 2013.

Sponsorship

We monetize the value of our global brand and community of followers through marketing and sponsorship relationships with leading
international and regional companies around the globe. 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.

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

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increase
by an additional 2.1% in each season thereafter through the term of the agreement. We 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 are approximately $559 million.

On
8 April 2013, we announced an agreement expanding our sponsorship relationship with Aon. In addition to being our current shirt sponsor through the end of the 2013/14 season,
effective as of 1 July 2013, Aon became the first ever sponsor of our training facilities at Carrington. Further, Aon succeeded DHL as our training kit partner and our players and coaching
staff will wear Aon-branded training kits at all domestic matches, as well as during training sessions. Under the agreement, Aon became the presenting partner of all our pre-season tours for the next
eight years, including the 2013 tour in Asia Pacific. The term of the agreement runs through the end of the 2020/21 season.

Total
sponsorship revenue for the year ended 30 June 2013 was £90.9 million, an increase of £27.8 million, or 44.1%, over the year ended
30 June 2012, driven by new and renewed contracts with incremental pricing increases.

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 years ended 30 June 2013, 2012, and 2011, our agreement with Nike generated revenue of £25.3 million,
£25.4 million and £23.3 million, respectively, which reflects the minimum guaranteed revenue under the agreement. For the years ending 30 June 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 £25.3 million and £25.4 million, respectively (an aggregate of £50.7 million in
the remaining term of the agreement), providing a steady revenue 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 recognize 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. See
"Liquidity and Capital Resources" and "Critical Accounting Policies and Judgments." Our retail, merchandising, apparel & product licensing revenue from both the
minimum guarantee and the profit share was £38.6 million for the year ended 30 June 2013.

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New Media & Mobile

Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in numerous 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 £23.0 million,
£20.7 million, and £17.2 million for the years ended 30 June 2013, 2012 and 2011, respectively.

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. 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 2015/16 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. We expect that the value of the international broadcast rights for the next three
year cycle will increase approximately 35-40% from £456 million per year for the previous cycle, which included the 2010/11, 2011/12 and 2012/13 seasons. Based on our expectation,
we believe that, in the aggregate, the value of the domestic and international broadcast rights will increase from approximately £3.5 billion to over £5.0 billion
for the next three-year cycle ending with the 2015/16 season. Media rights for the Champions League grew, according to the UEFA and internal data, from €865 million per season
for each of the 2010/11, 2011/12 and 2012/13 seasons under the previous three year contract to approximately €1,059 million per season under the current three year contract. Our
share of the revenue under the Premier League broadcasting rights contract amounted to £61.5 million, £61.3 million and £60.2 million for the
2012/13, 2011/12 and 2010/11 seasons, respectively, and our share of the revenue under the Champions League broadcasting rights contract amounted to £31.3 million,
£33.9 million and £46.9 million for the 2012/13, 2011/12 and 2010/11 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 over 80 countries around the world. MUTV generated total revenue of £8.6 million, £8.8 million and
£8.7 million for each of the years ended 30 June 2013, 2012 and 2011, respectively. Our Broadcasting revenue was £101.6 million for the year ended
30 June 2013.

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 £109.1 million for
the year ended 30 June 2013, which primarily included £54.2 million from gate receipts and £33.6 million from hospitality.

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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 categorized approach for ticket pricing across each of our
different seating options within the stadium. As a result, between the 2005/06 season and the 2012/13 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 5.0%.

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.

Amortization and depreciation

We amortize the capitalized costs associated with the acquisition of players' registrations. These costs are amortized 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 unamortized portion of the acquisition cost
is amortized over the period of the new contract. Changes in amortization 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. As such, increased players' registration costs in any period could cause higher amortization in
that period and in future periods and have a negative impact on our results of operations. Moreover, to the extent that the player registration costs vary from period to period, this may drive
variability in our results of operations.

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.

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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 recognize 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 £70.8 million for the year ended 30 June
2013. See "Indebtedness."

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.

On
24 June 2013, we exercised our option to redeem (in full) £177.8 million in aggregate principal amount of our outstanding 83/4% pounds
sterling senior secured notes due 2017 and (in part) $22.1 million in aggregate principal amount of our outstanding 83/8% US dollar senior secured notes due 2017 with borrowings
from our secured term loan facility. We redeemed the senior secured notes at a redemption price, in respect of the 83/4% pounds sterling senior secured notes, equal to 108.750% of the
principal amount of the 83/4% pounds sterling senior secured notes to be redeemed (or £1,087.50 per £1,000.00 in principal amount), and, in respect of the
83/8% US dollar senior secured notes, equal to 108.375% of the principal amount of the 83/8% US dollar senior secured notes to be redeemed (or $1,083.75 per
$1,000.00 in principal amount) plus accrued and unpaid interest to 24 June 2013.

Taxes

During each of the three years ended 30 June 2013, 2012 and 2011, our principal operating subsidiaries were tax residents in the
UK. During the year ended 30 June 2013, we were subject to a weighted UK statutory tax rate of 23.75%, during the year ended 30 June 2012, we were subject to a weighted statutory tax
rate of 25.5% and during the year ended 30 June 2011, we were subject to a weighted statutory tax rate of 27.5%. While we paid UK corporation tax in fiscal year 2011, our cash tax rate was
lower than the weighted statutory rate of tax due to a number of factors, including the utilization of brought forward tax losses.

Following
the reorganization transactions, although we are organized as a Cayman Islands corporation, we report as a US domestic corporation for US federal income tax purposes. As a
result, our worldwide income is also subject to US taxes at the US statutory 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 few years, our effective tax rate may be volatile primarily due to the potential mismatch in the recognition of UK current tax liabilities and US deferred tax
assets. During the same period we expect our total cash tax rate to be lower than the US statutory 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

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the
reorganization. Thereafter, we expect our cash tax rate to align more closely with US statutory 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 are not
able to control the timing of much of our US federal income tax exposure. In calculating our liability for US federal income tax, however, certain of our deductible expenses are 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 three fiscal years preceding the reorganization transactions.

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 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 historically recognize 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 recognize the most revenue in our fourth fiscal quarter in those years.

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A.    OPERATING RESULTS

The following table shows selected audited consolidated income statement data for the years ended 30 June 2013, 2012 and 2011.

Year ended 30 June2013

2012

2011(£'000)Income Statement DataRevenue


363,189


320,320


331,441Analyzed as:Commercial revenue


152,441


117,611


103,369Broadcasting revenue


101,625


103,991


117,249Matchday revenue


109,123


98,718


110,823Operating expensesbefore exceptional items


(304,120
)

(274,411
)

(267,986
)Analyzed as:Employee benefit expenses


(180,523
)

(161,688
)

(152,915
)Other operating expenses


(74,114
)

(66,983
)

(68,837
)Depreciation


(7,769
)

(7,478
)

(6,989
)Amortization of players' registrations


(41,714
)

(38,262
)

(39,245
)Operating expensesexceptional items


(6,217
)

(10,728
)

(4,667
)Total operating expenses


(310,337
)

(285,139
)

(272,653
)Operating profit before profit on disposal of players' registrations


52,852


35,181


58,788Profit on disposal of players' registrations


9,162


9,691


4,466Operating profit


62,014


44,872


63,254Finance costs


(72,082
)

(50,315
)

(52,960
)Finance income


1,275


779


1,710Net finance costs


(70,807
)

(49,536
)

(51,250
)(Loss)/profit on ordinary activities before tax


(8,793
)

(4,664
)

12,004Tax credit


155,212


27,977


986Profit for the year


146,419


23,313


12,990Attributable to:Owners of the parent


146,250


22,986


12,649Non-controlling interest


169


327


341


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Year Ended 30 June 2013 as Compared to the Year Ended 30 June 2012

Year ended
30 June% Change
2013 over 20122013

2012(in £ millions)Revenue


363.2


320.3


13.4
%Commercial revenue


152.5


117.6


29.7
%Broadcasting revenue


101.6


104.0


(2.3
)%Matchday revenue


109.1


98.7


10.5
%Total operating expenses


(310.3
)

(285.2
)

8.8
%Employee benefit expenses


(180.5
)

(161.7
)

11.6
%Other operating expenses


(74.1
)

(67.0
)

10.6
%Depreciation


(7.8
)

(7.5
)

4.0
%Amortization of players' registrations


(41.7
)

(38.3
)

8.9
%Exceptional items


(6.2
)

(10.7
)

(42.1
)%Profit on disposal of players' registrations


9.1


9.7


(6.2
)%Net finance costs


(70.8
)

(49.5
)

43.0
%Tax credit


155.2


28.0


454.3
%


Revenue

Our consolidated revenue for the year ended 30 June 2013 was £363.2 million, an increase of
£42.9 million, or 13.4%, compared to the year ended 30 June 2012, as a result of an increase in revenue in our Commercial and Matchday sectors, which was partially offset by
a decrease in revenue in our Broadcasting sector, as described below.

Commercial revenue

Commercial revenue for the year ended 30 June 2013 was £152.5 million, an increase of
£34.9 million, or 29.7%, over the year ended 30 June 2012.



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Broadcasting revenue

Broadcasting revenue for the year ended 30 June 2013 was £101.6 million, a decrease of
£2.4 million, or 2.3%, over the year ended 30 June 2012. Broadcasting revenue was primarily impacted by our UEFA Champions League distributions for fiscal 2013 being based on
a 25% share for finishing as runner-up in the Premier League in the preceding season, compared to a 40% share in fiscal 2012 for finishing as champions in the Premier League in the preceding season.

Matchday revenue

Matchday revenue for the year ended 30 June 2013 was £109.1 million, an increase of
£10.4 million, or 10.5%, over the year ended 30 June 2012. The increase in Matchday revenue was due primarily to hosting certain matches at the
summer 2012 Olympic Games and five domestic cup home fixtures in fiscal 2013 compared to one in fiscal 2012.

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization of players'
registrations and exceptional items) were £310.3 million in the year ended 30 June 2013, an increase of £25.1 million, or 8.8%, over the year ended
30 June 2012.

Employee benefit expenses

Employee benefit expenses for the year ended 30 June 2013 were £180.5 million, an increase of
£18.8 million, or 11.6%, over the year ended 30 June 2012. This increase was primarily due to new player signings, existing player wage increases and growth in commercial
headcount.

Other operating expenses

Other operating expenses for the year ended 30 June 2013 were £74.1 million, an increase of
£7.1 million, or 10.6%, over the year ended 30 June 2012. This increase was primarily due to an increase in domestic cup gateshare costs, catering direct costs, and police
and security costsassociated with the domestic cup home games played in the year, as well as costs of hosting the matches at the summer 2012 Olympic Games.

Depreciation

Depreciation for the year ended 30 June 2013 amounted to £7.8 million, an increase of
£0.3 million, or 4.0%, over the year ended 30 June 2012.

Amortization of players' registrations

Amortization of players' registrations for the year ended 30 June 2013 was £41.7 million, an increase of
3.4 million, or 8.9%, over the year ended 30 June 2012. Increases in amortization due to player acquisitions during the year (mainly Robin van Persie, Shinji Kagawa,Wilfried Zaha and
Nick Powell) were partially offset by reductions due to departed players (mainly Dimitar Berbatov). The unamortized balance of existing players' registrations as of 30 June 2013 was
£119.9 million, of which £44.1 million is expected to be amortized in the year ended 30 June 2014. The remaining balance is expected to be amortized over
the four years to 30 June 2018. This does not take into account player additions after 30 June 2013, which would have the effect of increasing the amortization expense in future periods,
nor does it consider disposals subsequent to 30 June 2013, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact
future charges.

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Exceptional items

Exceptional items of £6.2 million were recognized for the year ended 30 June 2013, of which
£3.8 million related to professional advisory fees in connection with the recently completed IPO and previously proposed public offering of shares and
£2.4 million related to compensation paid to coaching staff on loss of office as a result of staff changes following the retirement of the team manager and the subsequent
appointment of a new team manager. Exceptional items of £10.7 million were recognized 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 £1.8 million related to an increase in the provision
relating to the Football League pension scheme deficit following an actuarial valuation.

Profit on disposal of players' registrations

Profit on disposal of players' registrations for the year ended 30 June 2013 was £9.1 million, a decrease of
£0.6 million, or 6.2%, over the year ended 30 June 2012. The profit on disposal of players' registrations for the year ended 30 June 2013 related to the disposals of
Robbie Brady (Hull), Park Ji-Sung (QPR), Dimitar Berbatov (Fulham) and Paul Pogba (Juventus). The profit on disposal of players' registrations for the year ended 30 June 2012 related to the
disposals of Gabriel Obertan (Newcastle), Wes Brown and John O'Shea (Sunderland), Darron Gibson (Everton), Mame Diouf (Hannover), Ravel Morrison (West Ham), and Danny Drinkwater, Matty James and
Ritchie De Laet (Leicester).

Net finance costs

Net finance costs for the year ended 30 June 2013 were £70.8 million, an increase of
£21.3 million, or 43.0%, over the year ended 30 June 2012. The primary reasons for this increase were the premium paid on the redemption of senior secured notes of
£22.0 million (£16.7 million of this increase related to our 24 June 2013 redemption of £177.8 million in aggregate principal amount of
our outstanding 83/4% pounds sterling senior secured notes due 2017 and $22.1 million in aggregate principal amount of our outstanding 83/8% US dollar senior
secured notes due 2017), compared to £2.2 million in the prior year, and the amortization of issue discount and debt finance costs of £11.8 million, compared to
£2.3 million in the prior year. This increase was offset by reduced interest payable on senior secured notes of £4.3 million, a £1.7 million
favorable foreign exchange swing on the translation of our US dollar denominated senior secured notes, a £1.0 million gain on the translation of our new US dollar denominated
secured term loan and a £0.5 million increase in interest receivable.

Tax credit

For the year ended 30 June 2013, we recorded a non-cash tax credit of £155.2 million, largely comprising the
recognition of US deferred tax assets.

As
a result of the reorganization transactions related to the IPO, we inherited the £96.1million carried forward US tax bases of Red Football Limited Partnership, which we
expect to benefit from by way of future US tax deductions.

Furthermore,
the reorganization transactions related to the IPO resulted in additional US tax bases or "step-up" that we currently expect to result in the availability of further US tax
deductions. The resulting increase in tax bases is currently estimated to be approximately $350 million (£225 million) gross, although not all of this is expected to result
in increased US tax deductions. The deductible element of the "step-up" was not finalized at the time of preparation of the financial statements for the year ended 30 June 2013 and consequently
the £31.9 million recognized as a deferred tax asset with respect to the step-up reflects management's current best estimate. We expect to finalize this position by the end of
fiscal 2014.

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In
addition, we expect to utilize any future UK taxes paid as foreign tax credits in the US, allowing us to "mirror" our existing UK net deferred tax liability as a deferred tax
asset in the US. As our existing UK net deferred tax liability unwinds, we expect there to be UK taxable income that will result in a foreign tax credit in the US. The benefit of the
expected foreign tax credit in the US has resulted in a deferred tax asset of £25.3 million.

The
£153.3 million US deferred tax asset recognized in connection with the reorganization transactions related to the IPO, a portion of which has been utilized during
the year ended 30 June 2013, reflects management's current expectation that there will be sufficient future taxable profits to utilize future US tax deductions.

In
the prior year, we recorded a tax credit of £28.0 million primarily due to the recognition of previously unrecognized UK tax losses as a UK deferred tax
asset and the continuing release of the UK deferred tax liabilities.

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

Year ended
30 June% 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
%Amortization 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 was £320.3 million, a 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 addition 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.

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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 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, amortization of players'
registrations and exceptional items) were £285.2 million in the year ended 30 June 2012, an increase of £12.6 million, or 4.6%, over 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 was 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 was 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

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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.

Amortization of players' registrations

Amortization 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 amortization 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 unamortized balance of existing
players' registrations as of 30 June 2012 was £112.4 million, of which £30.4 million is expected to be amortized in the year ended 30 June 2013. The
remaining balance is expected to be amortized 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 amortization expense in future periods; nor does it consider disposals subsequent to 30 June 2012, which would have the effect of decreasing future amortization charges.
Furthermore, any contract renegotiations would also impact future charges.

Exceptional items

Exceptional items of £10.7 million were recognized 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
£1.8 million related to an 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 £2.0 million related to an 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 of players' registrations for the year ended 30 June 2012 related to the disposals of
Gabriel Obertan (Newcastle), Wes Brown and John O'Shea (Sunderland), Danny Drinkwater (Leicester), Darron Gibson (Everton), Mame Diouf (Hannover), Ravel Morrison (West Ham), and Matty James and
Ritchie De Laet (Leicester). The profit on disposal of players' registrations for the year ended 30 June 2011 related mainly to the transfers of Craig Cathcart, Rodrigo
Possebon, Magnus Wolff Eikram, James Chester and Cameron 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 were 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 amortization 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
unrealized loss

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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 unrealized 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 realized 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 unrecognized UK deferred tax asset. This asset relates to
previously unrecognized UK tax losses.

Critical Accounting Policies and Judgments

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 2013 and 2012 and for the years
ended 30 June 2013, 2012 and 2011 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. At the effective date of our IPO, we chose to "opt out" of this provision and, as a result, we are complying with, and will continue to comply with, new or revised accounting standards as
required when they are adopted. Our 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 utilization 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 recognized 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.

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 recognized 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 recognized it is recorded ratably over the term of the contract period.

In
assessing whether any additional profit share is probable and should therefore be recognized, management carries out regular reviews of the contracts and future financial forecasts,
having regard to

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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 recognized in a given year.

In
respect of contracts with multiple elements, we allocate the total consideration receivable to each separately identifiable element based on their relative fair values, and then
recognizes the allocated revenue on a straight-line basis over the relevant period of each element.

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 2013 and 2012 and for the years ended 30 June 2013, 2012 and 2011 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 recognized 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 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 amortized 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 capitalized 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 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 amortized over the period covered by the player's

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contract.
To the extent that a player's contract is extended, the remaining book value is amortized over the remaining revised contract life.

Recognition of deferred tax assets

We recognize deferred tax effects of temporary differences between the financial statement carrying amounts and the tax basis of our
assets and liabilities.

Deferred
tax assets are recognized only to the extent that it is probable that the associated deductions 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 utilized, provided the asset can be reliably quantified. In estimating future taxable profit, management use
"base case" approved forecasts which incorporate a number of assumptions, including a prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in relation to the
recognition of deferred tax assets, management considers the regulations applicable to tax and advice on their interpretation. Future taxable income may be higher or lower than estimates made when
determining whether it is appropriate 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
reassessing the recognition of deferred tax assets in future periods.

B.    LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements stem from the payment of transfer fees for the acquisition of players' registrations, capital expenditure for the improvement of
facilities at Old Trafford and the Aon Training Complex, 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' registrations. Our existing borrowings primarily consist of our secured term
loan and our senior secured notes, although we have in the past, and may from time to time in the future, repurchase 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 Euro exposure relating to distributions from UEFA. See "Indebtedness" below.

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 other commercial revenue tends to be paid either
quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred revenue, the majority of which
falls under current liabilities in the consolidated balance sheet, and this deferred revenue 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

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access
additional operating cash, we also have access to cash through our revolving credit facility. As of 30 June 2013, 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 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, in 2015.

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 November, in advance of Premier League and UEFA broadcasting receipts in
December.

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' registrations. 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' registrations 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 transfer fees and other associated costs in relation to the
acquisition of players' 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
£4.0 million, £15.3 million and £7.3 million for the years ended 30 June 2013, 2012 and 2011, respectively. We typically invest
approximately £3 million per year in refurbishment capital expenditure with further investments in expansion capital expenditure as required.

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In addition, we spent £7.6 million in fiscal year 2013 and expect to spend a further £5.0 million in fiscal 2014 in
connection with updating and expanding the Aon Training Complex, our training facility.

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 1999 to the year ended 30 June 2013, average net player capital expenditure represented a
cash outflow of £17.8 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 £23.1 million per fiscal year). However, net player capital expenditure has varied significantly from
period to period, as shown in the table below, and while we expect that trend to continue, competition for talented players may force clubs to spend increasing amounts on player registration fees.
Actual cash used or generated from net player capital expenditure is recorded on our statement of cash flow under net cash used or generated in investing activities.

Last 15 Years Net Player Capital Expenditure(1)

GRAPHIC

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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 2013, 2012 and 2011:

Year ended 30 June2013

2012

2011(in £ millions)Cash flow from operating activitiesCash generated from operations


129.9


80.3


125.1Interest paid


(73.6
)

(47.1
)

(167.5
)Debt finance costs relating to borrowings


(3.1
)




(0.1
)Interest received


0.9


1.0


1.8Income tax refund/(paid)


3.1


(3.3
)

(0.1
)Net cash generated from/(used in) operating activities


57.2


30.9


(40.8
)Cash flow from investing activitiesPurchases of property, plant and equipment (net of proceeds)


(12.5
)

(15.3
)

(7.1
)Purchases of investment property





(7.3
)

Purchases of players' registrations


(46.0
)

(59.0
)

(25.4
)Proceeds from sale of players' registrations


9.7


9.4


14.0Net cash used in investing activities


(48.8
)

(72.2
)

(18.5
)Cash flow from financing activitiesProceeds from issue of shares


70.3





249.1Expenses directly attributable to issue of shares


(1.5
)




Acquisition of additional interest in subsidiary


(2.7
)




Proceeds from borrowings


209.2





Repayment of borrowings


(259.3
)

(28.8
)

(202.5
)Dividends paid





(10.0
)

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


16.0


(38.8
)

46.6Net increase/(decrease) in cash and cash equivalents


24.4


(80.1
)

(12.7
)


Net cash generated from/(used in) operating activities

Cash generated from operating activities represents our operating results and net movements in our working capital. Our working capital
is generally impacted by the timing of 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 generated from operations for the year ended 30 June 2013 produced a cash inflow of £129.9 million, an increase of £49.6 million
from a cash

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inflow
of £80.3 million for the year ended 30 June 2012. The increase in cash generated from operations compared to the year ended 30 June 2012 is largely due to the
increases in Commercial and Matchday revenues, partially offset by a decrease in Broadcasting revenue. Cash generated from operations for the year ended 30 June 2011 was
£125.1 million.

Additional
changes in cash generated from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our senior secured notes and variable
rates of interest on our secured term loan facility. Our revolving credit facility is also subject to variable rates of interest. Interest paid was £73.6 million in the year ended
30 June 2013, an increase of £26.5 million compared to £47.1 million in interest paid in the year ended 30 June 2012. The increase of
£26.5 million primarily comprises £19.8 million relating to the premium paid on redemptions of senior secured notes, £3.8 million relating to
interest on senior secured notes, resulting from an increase due to early payment of interest on notes redeemed in June 2013 offset by a reduction in interest paid due to redemptions following the IPO
earlier in the year, and £2.8 million relating to interest paid to the former minority shareholder of MUTV Limited when we acquired the remaining 33.3% of the issued share capital
of MUTV Limited.

Net
cash generated from operating activities was £57.2 million in the year ended 30 June 2013, compared to net cash generated from operating activities of
£30.9 million for the year ended 30 June 2012. Net cash used in operating activities was £40.8 million for the year ended 30 June 2011.

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 the Aon
Training Complex, 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' registrations 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, the Aon Training Complex.

Net
cash used in investing activities for the year ended 30 June 2013 was £48.8 million, a decrease of £23.4 million from
£72.2 million for the year ended 30 June
2012, primarily due to lower purchases of players' registrations and negligible purchases of investment property in the year ended 30 June 2013, compared to £7.3 million of
purchases of investment property in the year ended 30 June 2012.

For
the year ended 30 June 2013, net capital expenditure was £12.5 million, a decrease of £10.1 million from net capital expenditure of
£22.6 million for the year ended 30 June 2012. Net capital expenditure for the year ended 30 June 2013 related mainly to upgrades to our corporate facilities and
general development at Old Trafford together with the redevelopment of our training facility at Carrington. Net capital expenditure for the year ended 30 June 2012 related 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.

For
the year ended 30 June 2013, net player capital expenditure was £36.4 million, a decrease of £13.2 million from net player capital
expenditure of £49.6 million for the year ended 30 June 2012. Player capital expenditure for the year ended 30 June 2013 mainly comprised expenditures for the
acquisitions of van Persie, Kagawa, Zaha and Powell less payments received relating to the disposals of Park, O'Shea, Pogba, Diouf and Berbatov. Player capital expenditure for the year ended
30 June 2012 mainly comprised expenditures for the acquisitions of de Gea, Jones and Young less payments received

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relating
to the disposals of Obertan, Brown, O'Shea, Drinkwater, Gibson Diouf, Morrison, James and De Laet.

For
the year ended 30 June 2011, net capital expenditure on the purchase of property, plant and equipment was a cash outflow of £7.1 million. Net capital
expenditure on the acquisition, disposal and trading of players' registrations resulted in a cash outflow of £11.4 million, reflecting the acquisition of the registrations of
certain players offset by disposals. As a result, net cash used in investing activities was £18.5 million.

Net cash generated from/(used in) financing activities

Net cash generated from financing activities for the year ended 30 June 2013 was £16.0 million, an increase
of £54.8 million over
£38.8 million net cash used in financing activities for the year ended 30 June 2012. In the year ended 30 June 2013, we raised £70.3 million
($110.2 million) following our IPO. The net proceeds of the share issue were used to repurchase a portion of our 8.375% US dollar senior secured notes, comprising a principal value of
£62.6 million ($101.7 million) and a premium on repurchase of £5.3 million ($8.5 million). Expenses of £1.5 million directly
attributable to the issue of new shares were incurred. In June 2013 we refinanced a portion of our borrowings with a new £209.2 million ($315.7 million) US dollar secured
term loan. We used the proceeds from the new secured term loan to repurchase all £177.8 million of our 8.75% pounds sterling senior secured notes and
£14.0 million ($22.1 million) of our 8.375% US dollar senior secured notes, repaying a total equivalent to £208.5 million, comprising a principal value of
£191.8 million and a premium on repurchase of £16.7 million. On 2 January 2013, we acquired the remaining 33.3% of the issued share capital of MUTV Limited
for a purchase consideration (including transaction costs) of £2.7 million. We now hold 100% of the issued share capital of MUTV Limited. We also repaid the loan stock issued to the
former minority shareholder of MUTV Limited amounting to £4.4 million.

Net
cash used in financing activities for the year ended 30 June 2012 was £38.8 million, an increased outflow 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, net cash inflow from
financing activities was $46.6 million as a result of the repayment of 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 during fiscal year 2011, but the value of the senior secured notes as assets on our balance sheet offset the cash outflow required to purchase our
senior secured notes and therefore did not impact our total indebtedness in fiscal year 2011. Our senior secured notes previously purchased by us in open market transactions have been contributed to
MU Finance plc and retired.

Indebtedness

Our primary sources of indebtedness consist of our secured term loan facility and our senior secured notes. As part of the security for
our secured term loan facility, our senior secured notes and our revolving credit facility, substantially all of our assets are subject to liens and mortgages.

Description of principal indebtedness

Senior secured notes

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

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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
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.

Our
outstanding 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

Pounds
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.

Using
the proceeds from our IPO and funding provided by the secured term loan facility we repurchased £254.5 million of our senior secured notes during the year ended
30 June 2013, comprising £177.8 million of our senior secured notes from the pounds sterling tranche and $123.8 million of our senior secured notes from the US dollar
tranche. All repurchased senior secured notes have been retired and following the repurchases during the year ended 30 June 2013, our 83/4% senior secured notes due 2017 have
been retired in full. The total amount of senior
secured notes outstanding at 30 June 2013, net of unamortized discounts and issue costs of £6.0 million, was the sterling equivalent of £171.5 million or
$269.2 million.

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 2013, 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.

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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 re-borrowed.

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)

Margin %
(per annum)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, 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.

Secured term loan facility

On 20 May 2013, MU Finance plc, our wholly-owned finance subsidiary, entered into a $315.7 million secured term
loan facility with Bank of America, N.A. as lender. Our secured term loan facility is set to expire on 21 June 2018. Any amount still outstanding at that time will be due in full on that date.
As of 30 June 2013 we had the sterling equivalent of £205.0 million (net of unamortized issue costs of £3.1 million) outstanding under our secured term
loan facility. The outstanding principal amount was $315.7 million.

We
have the option, subject to certain conditions, to repay the secured term loan facility at any time, with scheduled repayments of 2.5% per annum of the initial $315,700,000 loan
(first payable in June 2014) with an additional repayment of up to an incremental 2.5% per annum (for a total of up to 5.0% per annum) depending on the level of excess cash flow generated by us
(likely to be first payable

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in
October 2014). The remaining balance of the loan is repayable on 21 June 2018. Amounts repaid may not be reborrowed.

Loans
under the secured term loan facility bear interest at a rate per annum equal to LIBOR plus the applicable margin. The applicable margin means 2.75% 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 secured term loan facility agreement)

Margin %
(per annum)Greater than 4.0


2.75Greater than 3.5 but less than or equal to 4.0


2.50Greater than 3.0 but less than or equal to 3.5


2.25Greater than 2.5 but less than or equal to 3.0


2.00Greater than 2.0 but less than or equal to 2.5


1.75Less than or equal to 2.00


1.50


Our
secured term loan 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 secured term loan facility contains a financial maintenance covenant (identical to the covenant contained in the revolving
credit facility) 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 secured term loan facility if we fail to qualify for the Champions League.

Our
secured term loan 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, selling assets, 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 secured term loan facility are subject to certain thresholds and exceptions described in the agreement governing the secured
term loan 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%. As of 30 June 2013, approximately £2.3 million of the loan is repayable in quarterly installments through 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 2013, £6.5 million was outstanding under the Alderley facility.

Loan stock issued to minority shareholder of MUTV

On 2 January 2013, we acquired the remaining one-third of the issued share capital of MUTV for a purchase consideration of
£2.7 million. On the same date, we repaid the loan stock issued to the minority shareholder of MUTV, Sky Ventures Limited, a wholly-owned subsidiary of Sky, together with accrued
interest.

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

We do not conduct research and development activities.

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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 2013
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 £0.4 million relating to this contingent consideration has been recognized on our balance sheet as of 30 June
2013, and the maximum additional amount that could be payable as of that date is £20.6 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 probable and recognized when
virtually certain. As of 30 June 2013, 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
recognized in the consolidated financial statements in accordance with IFRS as issued by IASB and are more fully disclosed therein.

As
of 30 June 2013, we had not entered into any other off-balance sheet transactions.

F.     CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of 30 June 2013:

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)


27,833


66,144


389,990


4,321


488,288Finance lease obligations














Operating lease obligations(3)


2,770


2,941


226


4,274


10,211Purchase obligations(4)


71,451


17,462


1,313


1,287


91,513Other long-term liabilities














Total


102,054


86,547


391,529


9,882


590,012


(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.


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(2)As
of 30 June 2013, we had $315.7 million of our secured term loan facility outstanding and $269.2 million of our 83/8%
US dollar senior secured notes outstanding. Other long-term indebtedness consists of a bank loan to Alderley Urban Investments, a subsidiary of Manchester United Limited. As of 30 June 2013, we
had £6.5 million outstanding under the Alderley facility. See "IndebtednessDescription of principal indebtedness" and Note 24 to our audited
consolidated financial statements as of 30 June 2013 and 2012 and for the three years ended 30 June 2013 included elsewhere in this Annual Report.(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 30.1 to our audited consolidated
financial statements as of 30 June 2013 and 2012 and for the three years ended 30 June 2013 included elsewhere in this Annual Report.(4)Purchase
obligations include current other payable obligations, including obligations payable in the year ended 30 June 2014 related to the
acquisition of players' registrations and capital commitments.


Except
as disclosed above and in Note 30.3 to our audited consolidated financial statements as of and for the year ended 30 June 2013 included elsewhere in this Annual
Report, as of 30 June 2013, we did not have any material contingent liabilities or guarantees.

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 and directors and their respective ages and positions as of the date of this Annual Report.

Name

Age

PositionAvram Glazer


53

Executive Co-Chairman and DirectorJoel Glazer


46

Executive Co-Chairman and DirectorEdward Woodward


41

Executive Vice Chairman and DirectorRichard Arnold


42

Group Managing Director and DirectorMichael Bolingbroke


48

Chief Operating Officer and DirectorJamieson Reigle


36

Managing Director, Asia PacificKevin Glazer


51

DirectorBryan Glazer


48

DirectorDarcie Glazer Kassewitz


45

DirectorEdward Glazer


43

DirectorRobert Leitão


50

Independent DirectorManu Sawhney


46

Independent DirectorJohn Hooks


57

Independent Director


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

Avram Glazer, aged 53, 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

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

Edward Woodward, aged 41, is Executive Vice Chairman and a Director of the Company. Mr. Woodward assumed the responsibilities
vacated by David Gill when Mr. Gill stepped down as Chief
Executive Officer on 30 June 2013, however Mr. Woodward's job title remained Executive Vice Chairman of the Company upon assumption of such responsibilities. He was appointed to our
board of directors on 30 April 2012. He is also director of Manchester United Merchandising Limited and MUTV Limited 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 commercializing 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 42, is the Group Managing Director and a Director of the Company. Effective 1 July 2013, Mr. Arnold was
appointed as our Group Managing Director. In his capacity as Group Managing Director, Mr. Arnold will oversee all commercial and operational aspects of the Company. Prior to 1 July 2013
Mr. Arnold was our Group Commercial Director and he was 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 Limited. 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 48, is the Chief Operating Officer and a Director 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 technology. He is also a board
member of MUTV Limited and a trustee on the board of the Club's Pension Fund. Effective 1 July 2013, Mr. Bolingbroke became a Director of the Company upon the departure of
Mr. Gill from the board of directors. 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

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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 Manchester United Merchandising Limited (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 36, 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 51, 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 48, 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 45, is a Director of the Company. 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 43, is a Director of the Company. 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 50, is an Independent Director of the Company. He is currently Head of the UK and Chairman of the
Management Committee of Rothschild's Global Financial Advisory business. 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 Chairman of the Trustees of 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 46, is an Independent Director of the Company. With over 22 years of rich experience in the Asian media,
entertainment and consumer products industry, Mr. Sawhney was in his last role the Managing Director of ESPN STAR Sports (ESS), a 50:50 joint venture for Asia between Disney and News Corp and
reported directly to the Board and was responsible for the overall business leadership & P&L of the company across 24 countries in Asia. 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, Indonesia and Singapore. Prior to heading ESS's Asia operations, Mr. Sawhney served as the Executive Vice President of Programming/EMG/Marketing/

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Network
Presentation, wherein he negotiated and secured various multi-year renewals of key global and regional rights & affiliate deals totaling billions of dollars. Mr. Sawhney also
previously served as the Managing Director of ESS's South Asia business based out of India. 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.
Mr. Sawhney also serves as a member of the 28th S. E. Asia Games Steering Committee.

John Hooks, aged 57, is an Independent Director of the Company. 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, and Directors Bryan Glazer, Kevin Glazer, Darcie Glazer Kassewitz
and Edward Glazer are siblings.

Arrangements or Understandings

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

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 2013 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 2013 was £8.6 million. We do not currently

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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 2013 was £0.2 million.

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. Each such employment or service agreement was amended in connection with the consummation of our initial public offering in
order to reward the members of our executive management for their efforts in connection with such offering and to align the interests of our executive management with our shareholders going forward.
Accordingly, the amendments provided for the payment of an aggregate of approximately £1,250,000 in bonuses conditioned upon the consummation of our initial public offering ("IPO Bonuses")
to the members of our executive management. The IPO Bonuses are payable in the form of shares, and are subject to varying vesting schedules over a three year period following the consummation of our
initial public offering. In order to encourage retention, each member of our executive management must remain employed by us through each applicable vesting date or else such shares will be forfeited.
In addition, the amendments provide that 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. Finally, the amendments
adjusted the potential post-employment arrangements with certain of the members of our executive management. The amendments became effective upon the consummation of our initial public offering.

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 our 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. As of 30 June 2013 no additional share-based compensation awards had been granted or issued.

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 (the
"Equity Plan").

2012 Equity Incentive Award Plan

In connection with the consummation of our initial public offering, we adopted the Equity Plan. The principal purpose of the Equity
Plan is to attract, retain and motivate selected employees,

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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 are 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 authorized to adopt, amend or rescind rules relating to the administration of the
Equity Plan. Our board of directors has the authority at all 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 provides 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 are 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 also has complete discretion to structure one or more awards under the Equity Plan to provide that such awards 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, reorganization or business combination in which we are involved,
directly or indirectly (other than a merger, consolidation, reorganization 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.

Adjustments of awards

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization,
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. On August 13, 2012, we filed with the SEC a registration statement on Form S-8 covering Class A ordinary shares issuable under the
Equity Plan.

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UK Subplan

Our board of directors approved the 2012 UK Company Share Option UK Sub-Plan on 10 September 2013. This is a sub-plan to the
Equity Plan which allows for the grant of stock options in a tax efficient manner to employees who are UK residents. It derives its powers and authority from the Equity Plan and does not create any
enhanced or additional rights. This sub-plan does not increase the share reserve under the Equity Plan.

C.    BOARD PRACTICES

Board of Directors

We have 12 directors, three of whom are independent directors, on our board of directors. 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.

Audit committee

Our audit committee consists of Messrs. Robert Leitão, Manu Sawhney and John Hooks. Our board of directors
determined that Messrs. Robert Leitão, Manu Sawhney and John Hooks satisfy 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. The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other
things:



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Remuneration committee

Our remuneration committee consists 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. The inclusion of our website in this Annual Report does not include or
incorporate by reference the information on our website into this Annual Report. The remuneration committee is responsible for, among other things:



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

Employees

The average monthly number of employees during the years ended 30 June 2013, 2012 and 2011, including directors, was as follows:

2013
Number

2012
Number

2011
NumberAverage number of employees:Footballplayers


82


79


71Footballtechnical and coaching


76


80


70Commercial


125


76


53Media


69


73


65Administration and other


391


388


369Average monthly number of employees


743


696


628


We
are not a signatory to any labor union collective bargaining agreement. We also engaged approximately 2,395, 2,376 and 2,191 temporary employees in fiscal 2013, 2012 and 2011,
respectively, 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.

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E.    SHARE OWNERSHIP

The following table shows the number of shares owned by our directors and members of our executive management as of 22 October 2013:

Class A
Ordinary
Shares

%

Class B
Ordinary
Shares

%

% of Total
Voting
Power(1)Avram Glazer(2)(3)








3,500,000


2.82
%

2.73
%Joel Glazer(2)(4)








3,500,000


2.82
%

2.73
%Edward Woodward


(*
)

(*
)







(*
)Richard Arnold


(*
)

(*
)







(*
)Michael Bolingbroke


(*
)

(*
)







(*
)Jamieson Reigle


(*
)

(*
)







(*
)Kevin Glazer(2)(5)








3,500,000


2.82
%

2.73
%Bryan Glazer(2)(6)








3,500,000


2.82
%

2.73
%Darcie Glazer Kassewitz(2)(7)








3,500,000


2.82
%

2.73
%Edward Glazer(2)(8)








3,500,000


2.82
%

2.73
%Robert Leitão














Manu Sawhney














John Hooks

















(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)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".(3)Shares
owned by Avram Glazer Irrevocable Exempt Trust, of which Avram Glazer is the sole trustee.(4)Shares
owned by Joel M. Glazer Irrevocable Exempt Trust, of which Joel Glazer is the sole trustee.(5)Shares
owned by Kevin Glazer Irrevocable Exempt Family Trust, of which Kevin Glazer is the sole trustee.(6)Shares
owned by Bryan G. Glazer Irrevocable Exempt Trust, of which Bryan Glazer is the sole trustee.(7)Shares
owned by Darcie S. Glazer Irrevocable Exempt Trust, of which Darcie Glazer Kassewitz is the sole trustee.


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(8)Shares
owned by Edward S. Glazer Irrevocable Exempt Trust, of which Edward Glazer is the sole trustee.(*)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
22 October 2013, 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


57.82
%

103,000,000


83.08
%

82.28
%Baron Capital Group, Inc


4,075,917


10.24
%







0.32
%Blackrock, Inc.


3,259,523


8.19
%







0.25
%Soros Fund Management LLC


3,114,588


7.82
%







0.24
%Avram Glazer Irrevocable Exempt Trust








3,500,000


2.82
%

2.73
%Joel M. Glazer Irrevocable Exempt Trust








3,500,000


2.82
%

2.73
%Kevin Glazer Irrevocable Exempt Family Trust








3,500,000


2.82
%

2.73
%Bryan G. Glazer Irrevocable Exempt Trust








3,500,000


2.82
%

2.73
%Darcie S. Glazer Irrevocable Exempt Trust








3,500,000


2.82
%

2.73
%Edward S. Glazer Irrevocable Exempt Trust








3,500,000


2.82
%

2.73
%


(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:



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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
22 October 2013, we had 39,811,289 Class A shares held by 1,521 U.S. resident shareholders of record, representing approximately 3.11% of total voting power and 124,000,000
Class B shares held by seven U.S. resident shareholders of record, representing approximately 96.89% 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 22 October 2013, Red Football LLC owned 23,019,033 of our Class A shares and 103,000,000 of our Class B shares, representing in total 82.28% of total
voting power.

Shareholders' Arrangements

As of 22 October 2013, the Company was not aware of any shareholders' arrangements which may result in a change of control of
the Company.

B.    RELATED PARTY TRANSACTIONS

Repurchase of Portions of Payment in Kind Loan by DLDB

DLDB LLC, a subsidiary of our principal shareholder, acquired portions of our secured payment in kind loan valued at
£23,392,689 in open market transactions between 14 January and 18 March 2009. The amounts purchased comprised principal of £22,257,265 and accrued interest of
£1,135,425. The acquisitions were for general investment purposes, and the terms of the acquisition and the payment in kind loan were on an arm's length basis. The amounts purchased were
repaid upon our repayment of the payment in kind loan in November 2010.

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Loans to Controlling Shareholder

Our subsidiary, Manchester United Limited, granted loans to affiliates of our principal shareholder in 2008. The agreement governing
these loans was subsequently amended on 5 November 2009 and again on 22 November 2010. The loans were 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. Ms. Darcie Glazer Kassewitz and Messrs. Bryan, Edward
and Kevin Glazer each serve as a Director on our board of directors. See Note 33.1 to our audited consolidated financial statements included elsewhere in this Annual Report. The interest rate
on the loans was 5.5% per annum. Interest was paid in cash pursuant to the terms of the loans in the years ended 30 June 2013, 2012 and 2011 in amounts of £nil, £457,491
and £550,000, respectively. We believe the terms of the loans were at least as favorable 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 controlling shareholder on 25 April 2012,
the loans were repaid in full on 25 April 2012. See "Dividend Policy."

Senior Secured Notes Held by Kevin Glazer

Mr. Kevin Glazer 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 principal amount of the
Relevant Notes held by Mr. Kevin Glazer and certain members of his immediate family as of 22 October 2013 was $7.3 million. The Relevant Notes pay interest at a rate of
83/8% and are subject to the other terms and 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 and £7.2 million in fiscal year
2011, payable to our controlling shareholder, Red Football Limited Partnership. We did not incur a management fee in fiscal year 2013. 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
management arrangement with Red Football Limited Partnership was terminated prior to our IPO 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.

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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 principal 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, our secured term loan 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. See "Management's Discussion and Analysis of Financial Condition and Results of OperationsIndebtedness."

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 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 principal shareholder.

B.    SIGNIFICANT CHANGES

Playing Registrations

The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2013, for total proceeds, net of
associated costs, of £724,000. The associated net book value was £nil. These registrations have not been reclassified as held for sale as the associated net book value was
£nil.

Subsequent
to 30 June 2013, the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of
£30,061,000.

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ITEM 9.    THE OFFER AND LISTING

Price History of Stock

Ordinary shares listed on the New York Stock Exchange

Our shares were approved for listing on the New York Stock Exchange 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 US dollars on the New York Stock Exchange for our shares for the indicated periods.

Per ShareHigh

Low(in USD)AnnualFY2013 (10 August 2012 through 30 June 2013)


19.04


12.18QuarterlyFY 2014First Quarter (through 22 October 2013)


17.46


16.83FY2013First Quarter (beginning 10 August 2012)


14.20


12.18Second Quarter


14.05


12.25Third Quarter


18.82


14.03Fourth Quarter


19.04


15.16Monthly2013April


17.98


16.39May


19.04


16.77June


17.02


15.16July


17.85


16.13August


17.57


16.50September


17.61


16.84October (through 22 October 2013)


17.46


16.83


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 New York Stock Exchange under the symbol "MANU". As of 22 October 2013 we had 163,812,443 ordinary shares listed (comprising 39,812,443 Class A ordinary shares
and 124,000,000 Class B ordinary shares).

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.

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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:



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 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 summarized below:



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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 will acquire Class A ordinary shares in this offering, 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:



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, due to the circumstances of its formation and the application of
Section 7874 of the Code, the Company reports as a domestic corporation for US federal income tax purposes. This has implications for all shareholders; the Company is subject to US federal
income tax as if it were a US corporation, and distributions made by a foreign corporation treated as a domestic corporation pursuant to Section 7874 of the Code are generally treated as
US-source dividends and generally 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

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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. 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
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 recognize 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.

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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.

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

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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.

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 March 18,
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.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States concerning FATCA may be subject to different rules.

The
IRS has recently issued guidance 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 July 2014 and to payments of gross proceeds from a sale or other disposition of Class A ordinary shares on or after 1 January 2017. Prospective investors are encouraged
to consult their tax advisors regarding the potential application of withholding under FATCA to an investment in our Class A ordinary shares.

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.

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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 maintains an Internet website that contains reports, proxy
statements 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 32 to our audited consolidated financial statements as of 30 June
2013 and 2012 and for the three years ended 30 June 2013 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 denomination of our secured term loan facility and senior secured
notes, interest is paid on these 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 2013, we had a total of $584.9 million of US dollar denominated secured term loan facility and senior secured notes outstanding, 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 economically hedge future payments and receipts at the point
it becomes reasonably certain that the payments will be made or the revenue will be received. When hedging revenue is to be received, we also take account of the credit risk of the counterparty.

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

During
the year ended 30 June 2013, we incurred a £2.5 million net unrealized foreign exchange loss on our US dollar denominated secured term loan facility and
senior secured notes. Based on exchange rates existing as of 30 June 2013, a 10% appreciation of the UK pounds sterling compared to the US dollar would have resulted in approximately
£32.6 million of net unrealized foreign exchange

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gains
during the year ended 30 June 2013. Conversely, a 10% depreciation of the UK pounds sterling compared to the US dollar would have resulted in a further £42.8 million of
net unrealized foreign exchange loss during the year ended 30 June 2013.

Interest rate risk

Our interest rate risk relates to changes in interest rates for borrowings. Borrowings issued at variable interest rates expose us to
cash flow interest rate risk. Borrowings issued at fixed rates expose us to fair value interest rate risk. Our borrowings under our revolving credit facility, our secured term loan facility and our
Alderley facility bear interest at variable rates. As of 30 June 2013 we had £205.0 million of variable rate indebtedness outstanding under our secured term loan facility and
£6.5 million of variable rate indebtedness 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 £2.1 million.

As
of 30 June 2013, the fair value of outstanding interest rate swaps was a liability of £1.3 million, compared with a liability of
£1.7 million as of 30 June 2012.

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 2013, the outstanding swap liability on our balance sheet was £13.7 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 Securities Exchange Act of 1934) 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 2013, 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 on
Form 20-F 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 Commission's rules and forms and (ii) were effective

99

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Table of Contents

at
a reasonable level of assurance as of the end of the period covered by this Annual Report on Form 20-F 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.

Management's Annual Report on Internal Control over Financial Reporting

Our executive board of management is responsible for establishing and maintaining adequate internal control over financial reporting.
Our internal control over financial reporting is a process designed, under the supervision of the Principal Executive Officer and the Principal Financial Officer, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Our
internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly, reflect
transactions and dispositions of assets, provide reasonable assurance that transactions are recorded in the manner necessary to permit the preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures are only carried out in accordance with the authorization of our executive board of management and directors, and provide
reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition of our assets and that could have a material effect on our financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Moreover, projections of any evaluation of the effectiveness
of internal control to future periods are subject to a risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may
deteriorate.

Our
executive board of management has assessed the effectiveness of internal control over financial reporting based on the Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our executive board of management has concluded that our internal control over financial reporting as
of 30 June 2013 was effective.

This
Annual Report does not include an attestation report of the Company's registered public accounting firm because we qualify as an emerging growth company and, as such, are exempt
from such attestation.

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.

100

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Table of Contents

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 20-F
under the Exchange Act.

Our
Code of Business Conduct and Ethics is available on our website at http://ir.manutd.com/.

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

PricewaterhouseCoopers LLP ("PwC") acted as our independent auditor for the fiscal years ended 30 June 2013 and 2012. The
table below sets out the total amount billed to us by PwC, for services performed in the years ended 30 June 2013 and 2012, and breaks down these amounts by category of service:

2013
£'000

2012
£'000Audit Fees


346


92Audit-Related Fees


679


1,975Tax Fees


282


277All Other Fees


166


4Total


1,473


2,348


Audit Fees

Audit fees in 2013 and 2012 were related to the audit of our consolidated and subsidiary 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 2013 and 2012 were related to professional services rendered in connection with our IPO.

Tax Fees

Tax fees in 2013 and 2012 were related to tax compliance and tax planning services.

All Other Fees

All other fees in 2013 and 2012 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.

101

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Table of Contents

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

Not applicable.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER

Not applicable.

ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

None.

ITEM 16G.    CORPORATE GOVERNANCE

Our Class A ordinary shares are listed on the New York Stock Exchange. We believe the following to be the significant
differences between our corporate governance practices and those applicable to US companies under the New York Stock Exchange 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 New York Stock Exchange. 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 New York Stock Exchange. 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 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 controls a majority of the combined voting power of our outstanding ordinary shares, and our principal shareholder is able to nominate a majority of directors for election to our
board of directors. Accordingly, we are 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 New York Stock
Exchange 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 comply with the requirements of
the Sarbanes-Oxley Act and the New York Stock Exchange rules, which require that our audit committee be composed of three independent directors.

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

ITEM 16H.    MINE SAFETY DISCLOSURE

Not applicable.

102

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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 (included as Exhibit 3.1 to our Registration Statement on Form F-1/A (File
No. 333-182535), filed with the SEC on 30 July 2012, as amended).2.1

Specimen Ordinary Share Certificate of Manchester United plc (included as Exhibit 4.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as
amended).2.2

Indenture, dated January 29, 2010, among MU Finance plc, the Guarantors and The Bank of New York Mellon, as Trustee, Principal Paying Agent, Transfer Agent and Registrar, U.S. Paying Agent and U.S Registrar,
The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar, and J.P. Morgan Europe Limited, as Security Agent (included as Exhibit 4.2 to our Registration Statement on Form F-1/A (File
No. 333-182535), filed with the SEC on 16 July 2012, as amended).4.1

Revolving Facilities Agreement, dated January 29, 2010, among Manchester United Limited, as Original Borrower, J.P. Morgan PLC, as Arranger, the Mandated Lead Arrangers, and J.P. Morgan Europe Limited,
as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 16 July 2012, as amended).4.2

Agreement, dated May 19, 2008, between The Royal Bank of Scotland plc, as agent for National Westminster Bank plc, and Alderley Urban Investments (included as Exhibit 10.3 to our Registration
Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 16 July 2012, as amended).4.3

Term Facility Agreement, dated 20 May 2013, between MU Finance plc, as Borrower, and Bank of America, N.A., as Lender.4.4

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).4.5

Premier League Handbook, Season 2013/14.4.6

Premier League Handbook, Season 2012/13 (included as Exhibit 10.4 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 16 July 2012, as amended).8.1

List of significant subsidiaries (included in note 34 to our audited consolidated financial statements included in this Annual Report).12.1

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


103

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Table of Contents

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.


104

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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 2013, 2012
and 2011

F-3Consolidated statement of comprehensive income for the
years ended 30 June 2013, 2012 and 2011

F-4Consolidated balance sheet as at 30 June 2013 and 2012

F-5Consolidated statement of changes in equity for the years
ended 30 June 2013, 2012 and 2011

F-7Consolidated statement of cash flows for the years ended
30 June 2013, 2012 and 2011

F-8Notes to the consolidated financial
statements

F-9


F-1

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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 sheet and the related consolidated income statement, 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 2013 and 2012, and the results of their operations
and their cash flows for each of the three years in the period ended 30 June 2013 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

23 October
2013

F-2

---





Table of Contents

Consolidated income statement

Year ended 30 JuneNote

2013
£'000

2012
£'000

2011
£'000Revenue

4


363,189


320,320


331,441Operating expenses

5


(310,337
)

(285,139
)

(272,653
)Profit on disposal of players' registrations




9,162


9,691


4,466Operating profit




62,014


44,872


63,254Finance costs




(72,082
)

(50,315
)

(52,960
)Finance income




1,275


779


1,710Net finance costs

7


(70,807
)

(49,536
)

(51,250
)(Loss)/profit on ordinary activities before tax




(8,793
)

(4,664
)

12,004Tax credit

9


155,212


27,977


986Profit for the year




146,419


23,313


12,990Attributable to:Owners of the parent




146,250


22,986


12,649Non-controlling interest




169


327


341146,419


23,313


12,990Earnings per share attributable to owners of the parent during the yearBasic and diluted earnings per share (pounds sterling)

10


0.90


0.15


0.08




See accompanying notes to the consolidated financial statements.

F-3

---





Table of Contents

Consolidated statement of comprehensive income

Year ended 30 JuneNote

2013
£'000

2012
£'000

2011
£'000Profit for the year




146,419


23,313


12,990Items that may subsequently be reclassified to the income statement:Other comprehensive (loss)/income:Fair value movements on cash flow hedges, net of tax

9


(435
)

1,132


(466
)Exchange (loss)/gain on translation of overseas subsidiary

9


(88
)

229


(265
)Other comprehensive (loss)/income for the year, net of tax




(523
)

1,361


(731
)Total comprehensive income for the year




145,896


24,674


12,259Attributable to:Owners of the parent




145,727


24,347


11,918Non-controlling interest




169


327


341145,896


24,674


12,259


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

As of 30 JuneNote

2013
£'000

2012(1)
£'000ASSETSNon-current assetsProperty, plant and equipment

12


252,808


247,866Investment property

13


14,080


14,197Goodwill

14


421,453


421,453Players' registrations

15


119,947


112,399Trade and other receivables

18


1,583


3,000Deferred tax asset

26

145,128

954,999

798,915Current assetsDerivative financial instruments

17


260


967Trade and other receivables

18


68,619


74,163Current tax receivable

19





2,500Cash and cash equivalents

20

94,433

70,603163,312

148,233Total assets



1,118,311

947,148




See accompanying notes to the consolidated financial statements.

F-5

---



Table of Contents

Consolidated balance sheet (Continued)

As of 30 JuneNote

2013
£'000

2012(1)
£'000EQUITY AND LIABILITIESEquityShare capital

21


52


50Share premium




68,822


25Merger reserve




249,030


249,030Hedging reserve




231


666Retained earnings/(deficit)



129,825

(12,671
)Equity attributable to owners of the parent




447,960


237,100Non-controlling interest





(2,003
)447,960

235,097Non-current liabilitiesDerivative financial instruments

17


1,337


1,685Trade and other payables

23


18,413


22,305Borrowings

24


377,474


421,247Deferred revenue




17,082


9,375Provisions

25


988


1,378Deferred tax liabilities

26

17,168

26,678432,462

482,668Current liabilitiesDerivative financial instruments

17


29


Current tax liabilities




900


1,128Trade and other payables

23


78,451


83,664Borrowings

24


11,759


15,628Deferred revenue




146,278


128,535Provisions

25

472

428237,889

229,383Total equity and liabilities



1,118,311

947,148


(1)As
adjusted retrospectively to reflect the reorganization transactions described in note 1.1.




See accompanying notes to the consolidated financial statements.

F-6

---





Table of Contents

Consolidated statement of changes in equity

Share
capital
£'000

Share
premium
£'000

Merger
reserve
£'000

Hedging
reserve
£'000

Retained
earnings/
(deficit)
£'000

Total
attributable
to owners of
the parent
£'000

Non-
controlling
interest
£'000

Total
equity/
(deficit)
£'000Balance at 1 July 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 (note 11)














(10,000
)

(10,000
)




(10,000
)Proceeds from issue of shares (note 1.1)


50


25











75





75Capital reorganization(1)





(249,105
)

249,030








(75
)




(75
)Balance at 30 June 2012


50


25


249,030


666


(12,671
)

237,100


(2,003
)

235,097Profit for the year














146,250


146,250


169


146,419Cash flow hedges, net of tax











(435
)




(435
)




(435
)Currency translation differences














(88
)

(88
)




(88
)Total comprehensive (loss)/income for the year











(435
)

146,162


145,727


169


145,896Equity-settled share-based payments (note 22)














832


832





832Proceeds from issue of shares (note 1.2)


2


70,256











70,258





70,258Expenses directly attributable to issue of shares (note 1.2)





(1,459
)










(1,459
)




(1,459
)Acquisition of non-controlling interest in MUTV Limited (note 28)














(4,498
)

(4,498
)

1,834


(2,664
)Balance at 30 June 2013


52


68,822


249,030


231


129,825


447,960





447,960


(1)Adjusted
retrospectively to reflect the reorganization transactions described in note 1.1.




See accompanying notes to the consolidated financial statements.

F-7

---





Table of Contents

Consolidated statement of cash flows

Year ended 30 JuneNote

2013
£'000

2012
£'000

2011
£'000Cash flows from operating activitiesCash generated from operations

27


129,930


80,302


125,140Interest paid




(73,629
)

(47,068
)

(167,499
)Debt finance costs relating to borrowings




(3,074
)




(118
)Interest received




937


1,010


1,774Income tax refund/(paid)




3,057


(3,333
)

(70
)Net cash generated from/(used in) operating activities




57,221


30,911


(40,773
)Cash flows from investing activitiesPurchases of property, plant and equipment




(12,503
)

(15,323
)

(7,263
)Purchases of investment property




(2
)

(7,364
)

Proceeds from sale of property, plant and equipment




9





107Purchases of players' registrations




(45,997
)

(58,971
)

(25,369
)Proceeds from sale of players' registrations




9,646


9,409


13,956Net cash used in investing activities




(48,847
)

(72,249
)

(18,569
)Cash flows from financing activitiesProceeds from issue of shares




70,258





249,105Expenses directly attributable to issue of shares




(1,459
)Acquisition of additional interest in subsidiary

28


(2,664
)Proceeds from borrowings




209,190





Repayment of secured payment in kind loan










(138,000
)Repayment of other borrowings




(259,254
)

(28,774
)

(64,499
)Dividends paid







(10,000
)

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




16,071


(38,774
)

46,606Net increase/(decrease) in cash and cash equivalents




24,445


(80,112
)

(12,736
)Cash and cash equivalents at beginning of year




70,603


150,645


163,833Exchange (losses)/gains on cash and cash equivalents




(615
)

70


(452
)Cash and cash equivalents at end of year

20


94,433


70,603


150,645




See accompanying notes to the consolidated financial statements.

F-8

---





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, as amended and restated from time to time. 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 reorganization 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 in August 2012 as
described more fully below.

1.1   The Reorganization 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 reorganization 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
reorganization transactions, Red Football Shareholder Limited subsequently 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 reorganization transactions on 9 August 2012, the new parent, 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 (see note 10). The reorganization transactions have been treated as a capital reorganization. In accordance with International Financial Reporting
Standards, historic earnings per share calculations and the balance sheet as of 30 June 2012 have been restated retrospectively to reflect the capital structure of the new parent rather than
that of the former parent, Red Football Shareholder Limited.

1.2   Initial public offering ("IPO")

On 10 August 2012, the Company issued a further 8,333,334 ordinary shares at an issue price of $14.00 per share and listed such shares on the New York
Stock Exchange. Net of underwriting costs and discounts, proceeds of $110,250,000 (£70,258,000) were received. Expenses of £1,459,000 directly attributable to this issue of new
shares have been offset against share premium.

1.3   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 on 23 October 2013.

F-9

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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 on a going concern basis and in accordance with International Financial
Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations. The
consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities (including derivative financial
instruments) which are recognised at fair value through profit and loss, unless cash flow hedge accounting applies.

2.1.1  Changes in accounting policy and disclosures

a)    New and amended standards adopted by the Group.

The Group has adopted the following new and amended IFRS standards for the first time for the financial year beginning on 1 July 2012. None of these had a
material impact on the consolidated financial statements of the Group.



b)    New and amended standards and interpretations not yet adopted

The following new standards, amendments to standards and interpretations are not yet effective and have not been applied in preparing these consolidated financial
statements. Adoption may affect the disclosures in the Group's financial statements in the future. The adoption of these standards, amendments and interpretations is not expected to have a material
impact on the consolidated financial statements of the Group, except as set out below.



F-10

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)



There
are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

F-11

---



Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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. 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 owners of the parent. 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.

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 Board and executive
officers of Manchester United plc), 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").

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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, except when deferred in other comprehensive income as qualifying cash flow hedges.

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 rate2013

2012

2011

2013

2012

2011Euro


1.1666


1.2360


1.1066


1.2125


1.1802


1.1707US Dollar


1.5166


1.5680


1.6018


1.5683


1.5896


1.5542


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.

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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 recognized 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 recognized in the later stages of the contract as the level of support provided to sponsors increases over the term of the
sponsorship agreement, which is consistent with the payment profiles typically set out in the contract. In instances where the sponsorship benefits remain the same over the duration of the contract,
revenue is recognised on a straight-line basis. In respect of contracts with multiple elements, the Group allocates the total consideration receivable to each separately identifiable element based on
their relative fair values, and then recognizes the allocated revenue on a straight-line basis over the relevant period of each element.

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.

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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 used.

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.

e)     Accrued revenue

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

f)     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.

2.6   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.

2.7   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.

2.8   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 31.1). 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

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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.

2.9   Share-based payments

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of
non-market based vesting conditions.

The
fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of
equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity
instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the income statement such
that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

For
cash-settled share-based payments to employees, a liability is recognised for the services acquired, measured initially at the fair value of the liability. At each balance sheet date
until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

Details
regarding the determination of the fair value of share-based transactions are set out in note 22.

2.10 Tax

Although the Company is organized as a Cayman Islands corporation, it reports as a US domestic corporation for US federal income tax purposes and is subject to US
federal income tax on the Group's worldwide income. In addition, the Group is subject to income and other taxes in various other jurisdictions, including the UK. Current tax, which currently 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 substantively 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.

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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.

2.11 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.

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 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.

2.12 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

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Table of Contents

Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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.

2.13 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.

Goodwill
is not subject to amortization 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.

2.14 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 on-going 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.

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

b)    Initial recognition

The costs associated with the acquisition of players' registrations are capitalized 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 30.3. Costs are fully amortized 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 unamortized balance (at the date of the amendment) and the
revised book value is amortized over the remaining revised contract life.

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.

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.15 Derivative financial instruments and hedging activities

Derivatives are initially recognized 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' revenue 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 17. 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. 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.

2.16 Trade and other receivables

Trade receivables are recognized initially at fair value, and subsequently measured at amortized 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 reorganization, 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.

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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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 33.1) and other miscellaneous receivables, which are recognised initially at fair value and subsequently measured at
amortized 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.

2.17 Cash and cash equivalents

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

2.18 Share capital and reserves

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.

The
merger reserve arose as a result of the reorganization transactions described in note 1.1 and represents the difference between the equity of the acquired company (Red
Football Shareholder Limited) and the investment by the acquiring company (Manchester United plc).

The
hedging reserve is used to reflect the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges.

2.19 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 recognized initially at fair value and subsequently measured at amortized cost.

2.20 Borrowings

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

2.21 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.

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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 14.

b)    Players' registrations

The costs associated with the acquisition of players' registrations are capitalized 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. A provision of £0.4 million relating to this contingent
consideration has been recognised on the balance sheet as of 30 June 2013. The maximum additional amount that could be payable as of that date is disclosed in note 30.3.

The
Group will perform an impairment review on intangible assets, including player registrations, if adverse events indicate that the amortized 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.

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Table of Contents

Notes to the consolidated financial statements (Continued)

3 Critical Accounting Judgements and Estimates (Continued)

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.

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 2013 amounted to £12.8 million, cumulative £30.1 million (2012:
£8.4 million, cumulative £17.3 million; 2011: £5.7 million, cumulative £8.9 million).

d)    Revenue recognitioncommercial contracts with multiple elements

In respect of contracts with multiple elements, the Group allocates the total consideration receivable to each separately identifiable element based on their
relative fair values, and then recognizes the allocated revenue on a straight-line basis over the relevant period of each element.

Revenue
relating to commercial contracts with multiple elements recognized in the year ended 30 June 2013 amounted to £11.9 million (2012: £nil).

e)     Recognition of deferred tax assets

Deferred tax assets are recognized only to the extent that it is probable that the associated deductions 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 utilized, provided the asset can be reliably quantified. In estimating future taxable profit,
management use "base case" approved forecasts which incorporate a number of assumptions, including a prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in
relation to the recognition of deferred tax assets, management considers the regulations applicable to tax and advice on their interpretation. Future taxable income may be higher or lower than
estimates made when determining whether it is appropriate 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 reassessing the recognition of deferred tax assets in future periods.

In
the year ended 30 June 2013 the Group has recognized a deferred tax asset of £31,945,000 (2012: £nil) relating to a 'step-up' in the US tax base arising
as a result of the reorganization transactions related to the IPO. This amount represents management's current best estimate of the portion of the US tax deductions relating to the 'step-up' that it
is probable will be realized. This estimate is based on various factors including estimated valuations and allocations. As a result any change in these estimated valuations and allocations would have
an impact on the financial statements. See notes 9 and 26 for further details.

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.

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Table of Contents

Notes to the consolidated financial statements (Continued)

4 Segment information (Continued)

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:

2013
£'000

2012
£'000

2011
£'000Commercial


152,441


117,611


103,369Broadcasting


101,625


103,991


117,249Matchday


109,123


98,718


110,823363,189


320,320


331,441


All
non-current assets, other than US deferred tax assets, are held within the United Kingdom.

Revenue
derived from entities accounting for more than 10% of revenue in either 2013, 2012 or 2011 were as follows:

2013
£'000

2012
£'000

2011
£'000F.A. Premier League


63,977


63,859


63,409Nike


38,609


33,787


31,269UEFA


<10
%

34,082


51,129


5 Operating expenses

2013
£'000

2012
£'000

2011
£'000Employee benefit expense (note 8)


(180,523
)

(161,688
)

(152,915
)Operating lease costs


(2,760
)

(2,186
)

(1,327
)Auditors' remuneration: audit of parent company and consolidated financial statements


(17
)

(16
)

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


(329
)

(76
)

(76
)Auditors' remuneration: tax compliance services


(282
)

(277
)

(224
)Auditors' remuneration: other services


(166
)

(4
)

Exchange gains/(losses)


570


(445
)

394Profit on disposal of property, plant and equipment


7





46Depreciationproperty, plant and equipment (note 12)


(7,650
)

(7,373
)

(6,902
)Depreciationinvestment property (note 13)


(119
)

(105
)

(87
)Other operating expenses


(71,137
)

(63,979
)

(67,634
)Amortization of players' registrations (note 15)


(41,714
)

(38,262
)

(39,245
)Exceptional items (note 6)


(6,217
)

(10,728
)

(4,667
)(310,337
)

(285,139
)

(272,653
)


In
addition to the auditors' remuneration charges disclosed above are amounts of £679,000 (2012: £1,975,000; 2011: £625,000) relating to tax
planning advice, general assurance and other advice in connection with a public offer of shares and either charged as exceptional items when they are not directly attributable to the issue of new
shares (see note 6) or offset against share premium when they are directly attributable to the issue of new shares.

F-24

---



Table of Contents

Notes to the consolidated financial statements (Continued)

6 Exceptional items

2013
£'000

2012
£'000

2011
£'000Professional adviser fees relating to public offer of shares


(3,816
)

(8,936
)

(2,654
)Compensation paid to coaching staff on loss of office


(2,401
)




Football League pension scheme deficit (note 31)





(1,792
)

Impairmentinvestment property (note 13)








(2,013
)(6,217
)

(10,728
)

(4,667
)


Professional
adviser fees relating to a 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 £543,000 (2012: £1,755,000; 2011: £625,000) relating to services provided by the Group's auditors.

Compensation
paid to coaching staff on loss of office arose following the appointment of a new team manager.

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 31 for further details).

The
investment property impairment charges represent reductions in the market value of investment properties held by the Group, based on external valuations undertaken.

7 Net finance costs

2013
£'000

2012
£'000

2011
£'000Interest payable on bank loans, overdrafts and deferred element of terminated interest rate swap


(3,048
)

(3,648
)

(4,167
)Foreign exchange (loss)/gain on US dollar denominated bank accounts


(615
)

70


(452
)Interest payable on secured term loan, senior secured notes and secured senior facilities


(32,299
)

(36,448
)

(41,778
)Interest payable on secured payment in kind loan








(14,314
)Amortization of issue discount, debt finance and debt issue costs on secured term loan, senior secured notes and secured payment in kind loan


(11,836
)

(2,290
)

(1,996
)Premium on repurchase of senior secured notes (note 24)


(21,977
)

(2,180
)

(3,511
)Foreign exchange (loss)/gain on US dollar denominated secured term loan and senior secured notes (note 32)


(2,501
)

(5,191
)

16,414Unwinding of discount factors relating to onerous lease provision (note 25) and player transfer fees


(154
)

(347
)

(93
)Accelerated amortization of debt issue costs on repaid payment in kind loan








(2,632
)Fair value movements on derivative financial instruments:Forward foreign exchange contracts








(563
)Interest rate swaps


348


(281
)

132Total finance costs


(72,082
)

(50,315
)

(52,960
)Total finance incomeinterest receivable


1,275


779


1,710Net finance costs


(70,807
)

(49,536
)

(51,250
)


F-25

---



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

2013
Number

2012
Number

2011
NumberAverage number of employees:Footballplayers


82


79


71Footballtechnical and coaching


76


80


70Commercial


125


76


53Media


69


73


65Administration and other


391


388


369Average number of employees


743


696


628


The
Group also employs approximately 2,395 temporary staff on match days (2012: 2,376; 2011: 2,191), the costs of which are included in employee costs below.

Particulars
of employee costs are as shown below:

2013
£'000

2012
£'000

2011
£'000Wages and salaries (including bonuses)


(158,030
)

(142,699
)

(135,568
)Share-based payments (note 22)


(1,390
)




Social security costs


(19,305
)

(17,567
)

(15,919
)Other pension costsdefined contribution (note 31)


(1,798
)

(1,422
)

(1,428
)(180,523
)

(161,688
)

(152,915
)


Details
of the pension arrangements offered by the Company and the Group are disclosed in note 31.

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:

2013
£'000

2012
£'000

2011
£'000Salaries and other short-term employee benefits (including bonuses)


(7,041
)

(6,947
)

(5,032
)Share-based payments


(1,390
)




Post-employment benefits


(168
)

(117
)

(289
)(8,599
)

(7,064
)

(5,321
)


F-26

---



Table of Contents

Notes to the consolidated financial statements (Continued)

9 Tax

2013
£'000

2012
£'000

2011
£'000Current tax:Current tax on loss/(profit) for the year








(4,338
)Adjustment in respect of previous years(1)


1,276





Foreign tax


(491
)

(125
)

(129
)Total current tax credit/(expense)


785


(125
)

(4,467
)Deferred tax:US deferred tax:Origination and reversal of temporary differences


(8,242
)




Recognition of additional US tax base(2)


153,317





Total US deferred tax credit (note 26)


145,075





UK deferred tax:Origination and reversal of temporary differences


6,657


3,719


3,426Adjustment in respect of previous years(1)


1,662


3,445


(2,190
)Impact of change in UK corporation tax rate


1,033


3,778


4,217Recognition of previously unrecognized deferred tax asset(3)





17,160


Total UK deferred tax credit (note 26)


9,352


28,102


5,453Total deferred tax credit


154,427


28,102


5,453Total tax credit


155,212


27,977


986


A
reconciliation of the total tax credit is as follows:

2013
£'000

2012
£'000

2011
£'000Loss/(profit) before tax


8,793


4,664


(12,004
)Loss/(profit) before tax multiplied by weighted average US corporate tax rate of 35.0% (2012: weighted average UK corporate tax rate of 25.5%; 2011:
weighted average UK corporate tax rate of 27.5%)


3,078


1,189


(3,301
)Tax effects of:Foreign tax





(125
)

(129
)Adjustment in respect of previous years(1)


2,938


3,445


(2,190
)Difference in tax rates on non US operations


101





Re-measurement of deferred taxchange in UK corporate tax rate





3,778


4,217Utilization of tax losses





5,619


5,260Recognition of additional US tax base(2)


153,317





Recognition of previously unrecognized deferred tax asset(3)





17,160


Expenses not deductible for tax purposes(4)


(4,222
)

(3,089
)

(2,871
)Total tax credit


155,212


27,977


986


F-27

---



Table of Contents

Notes to the consolidated financial statements (Continued)

9 Tax (Continued)

Following
the reorganization transactions, described more fully in note 1.1, the Group became subject to US tax. As such the reconciliation of the total tax credit for the year
ended 30 June 2013 is based on the US corporate tax rate for the year of 35%.

---

These
amounts have been recognized on the basis that it is probable that there will be sufficient taxable profits in the future to utilize the future US tax deductions.

F-28

---



Table of Contents

Notes to the consolidated financial statements (Continued)

9 Tax (Continued)

In addition to the amount credited to the income statement, the following amounts relating to tax have been recognized directly in other comprehensive income:

2013

2012

2011Before
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 recognized in other comprehensive income:Movements in fair value of financial instruments treated as cash flow hedges


(646
)

211


(435
)

1,506


(374
)

1,132


(630
)

164


(466
)Exchange (loss)/gain on translation of overseas subsidiary


(88
)




(88
)

229





229


(265
)




(265
)Other comprehensive (loss)/income


(734
)

211


(523
)

1,735


(374
)

1,361


(895
)

164


(731
)Deferred tax (note 26)





211








(374
)







164





10 Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year, as adjusted
for the reorganization transactions described in note 1.1. The Company did not have any dilutive shares during the year (2012: none; 2011: none).

2013

2012

2011Profit attributable to owners of the parent (£'000)


146,250


22,986


12,649Class A ordinary shares (thousands)


38,895


31,353


31,353Class B ordinary shares (thousands)


124,000


124,000


124,000Basic earnings per share (pounds sterling)


0.90


0.15


0.08Diluted earnings per share (pounds sterling)


0.90


0.15


0.08


11 Dividends

An interim dividend of £nil (2012: £10.0 million; 2011: £nil) has been paid by the Company during the year. The related amount of dividend per
ordinary share for the year was £nil (2012: £0.06(1); 2011: £nil). The directors are not proposing to pay a final dividend relating to the year
ended 30 June 2013 (2012: £nil; 2011: £nil).



F-29

---



Table of Contents

Notes to the consolidated financial statements (Continued)

12 Property, plant and equipment

Freehold
property
£'000

Plant and
machinery
£'000

Fixtures
and fittings
£'000

Total
£'000CostAt 1 July 2011


255,326


34,329


22,988


312,643Additions


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


247,866Net book amountAt 1 July 2011


228,402


3,901


8,237


240,540CostAt 1 July 2012


264,505


35,845


25,544


325,894Additions


5,552


2,604


4,438


12,594Disposals





(2,272
)

(620
)

(2,892
)At 30 June 2013


270,057


36,177


29,362


335,596Accumulated depreciationAt 1 July 2012


30,230


31,204


16,594


78,028Charge for year


3,326


1,814


2,510


7,650Disposals





(2,270
)

(620
)

(2,890
)At 30 June 2013


33,556


30,748


18,484


82,788Net book amountAt 30 June 2013


236,501


5,429


10,878


252,808


Freehold
property primarily comprises the Old Trafford stadium and the Aon Training Complex.

Property,
plant and equipment with a net book amount of £252,482,000 (2012: £247,317,000) has been pledged to secure the secured term loan and senior secured
notes borrowings of the Group (see note 24).

Capital
commitments at the reporting date are disclosed in note 30.2.

F-30

---



Table of Contents

Notes to the consolidated financial statements (Continued)

13 Investment property

£'000CostAt 1 July 2011


11,762Additions


7,364At 30 June 2012


19,126Accumulated depreciation and impairmentAt 1 July 2011


4,824Charge for the year


105At 30 June 2012


4,929Net book amountAt 30 June 2012


14,197Net book amountAt 1 July 2011


6,938CostAt 1 July 2012


19,126Additions


2At 30 June 2013


19,128Accumulated depreciation and impairmentAt 1 July 2012


4,929Charge for the year


119At 30 June 2013


5,048Net book amountAt 30 June 2013


14,080


Investment
properties were externally valued as at 30 June 2013 in accordance with UK practice statements contained within the Royal Institute of Chartered Surveyors Valuations
Standards, 6th edition. This valuation supported the carrying amount as of 30 June 2013 and consequently there were no changes to the net book amount.

The
property rental revenue earned by the Group from its investment property amounted to £1,126,000 (2012: £929,000; 2011: £1,019,000). Direct
operating expenses arising on investment property, all of which generated rental income, in the year amounted to £390,000 (2012: £302,000; 2011: £187,000).

Investment
property with a net book amount of £6,574,000 (2012: £6,637,000) has been pledged to secure the secured bank loan borrowings of the Group (see
note 24).

As
of 30 June 2013, the Group had no contractual obligations to purchase, construct or develop investment property (2012: £nil). As of 30 June 2013, the Group
had no material contractual obligations for repairs, maintenance or enhancements to investment property (2012: not material).

F-31

---



Table of Contents

Notes to the consolidated financial statements (Continued)

14 Goodwill

2013
£'000

2012
£'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% (2012: 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 pre-tax discount rate, which has been determined at 11.14% (2012: 10.51%) 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 sensitivities were applied to the value in use calculations:



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-32

---



Table of Contents

Notes to the consolidated financial statements (Continued)

15 Players' registrations

£'000CostAt 1 July 2011


293,370Additions


23,247Disposals


(9,800
)At 30 June 2012


306,817Accumulated amortizationAt 1 July 2011


163,661Charge for year


38,262Disposals


(7,505
)At 30 June 2012


194,418Net book amountAt 30 June 2012


112,399Net book amountAt 1 July 2011


129,709CostAt 1 July 2012


306,817Additions


51,175Disposals


(40,247
)At 30 June 2013


317,745Accumulated amortizationAt 1 July 2012


194,418Charge for year


41,714Disposals


(38,334
)At 30 June 2013


197,798Net book amountAt 30 June 2013


119,947


The
unamortized balance of existing players' registrations as of 30 June 2013 was £119.9 million, of which £44.1 million is expected to be
amortized in the year ended 30 June 2014. The remaining balance is expected to be amortized over the four years to 30 June 2018. This does not take into account player additions after
30 June 2013, which would have the effect of increasing the amortization expense in future periods, nor does it consider disposals subsequent to 30 June 2013, which would have the effect
of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

F-33

---



Table of Contents

Notes to the consolidated financial statements (Continued)

16 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

2013
£'000

2012
£'000Financial assetsDesignated and effective as hedging instruments:Derivative financial instruments


17


260


876At fair value through profit and loss:Derivative financial instruments


17





91Loans and receivables:Trade and other receivables excluding prepayments(1)


18


58,181


66,538Cash and cash equivalents


20


94,433


70,603Total financial assets





152,874


138,108Financial liabilitiesDesignated and effective as hedging instruments:Derivative financial instruments


17


29


At fair value through profit and loss:Derivative financial instruments


17


1,337


1,685Other financial liabilities:Trade and other payables excluding social security and other taxes(2)


23


81,143


90,306Borrowings


24


389,233


436,875Total financial liabilities





471,742


528,866


(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 value2013
£'000

2012
£'000

2013
£'000

2012
£'000Senior secured notes


177,489


428,413


189,026


463,240Unamortized issue discount and debt finance costs


(5,992
)

(17,828
)




171,497


410,585


189,026


463,240


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-34

---



Table of Contents

Notes to the consolidated financial statements (Continued)

17 Derivative financial instruments

2013

2012Assets
£'000

Liabilities
£'000

Assets
£'000

Liabilities
£'000Derivatives that are designated and effective as hedging instruments carried at fair value:Forward foreign exchange contracts


260


(29
)

876


Financial instruments carried at fair value through profit or loss:Interest rate swaps





(1,337
)




(1,685
)Forward foreign exchange contracts








91


260


(1,366
)

967


(1,685
)Less non-current portion:Financial instruments carried at fair value through profit or loss:Interest rate swaps





(1,337
)




(1,685
)Non-current derivative financial instruments





(1,337
)




(1,685
)Current derivative financial instruments


260


(29
)

967





The
ineffective portion recognised in profit or loss that arises from cash flow hedges amounts to £nil (2012: £nil).

Further
details of derivative financial instruments are provided in note 32.

18 Trade and other receivables

2013
£'000

2012
£'000Trade receivables


39,530


51,425Less: provision for impairment of trade receivables


(6,055
)

(2,586
)Net trade receivables


33,475


48,839Other receivables


85


1,180Accrued revenue


24,621


16,51958,181


66,538Prepayments


12,021


10,62570,202


77,163Less: non-current portion:Trade receivables


1,583


3,000Non-current trade and other receivables


1,583


3,000Current trade and other receivables


68,619


74,163


Net
trade receivables include transfer fees receivable from other football clubs of £7,913,000 (2012: £6,879,000) of which £1,583,000 (2012:
£3,000,000) is receivable after more than one year. Net trade receivables also include £15,712,000 (2012: £35,637,000) of deferred revenue that is contractually
payable to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as current deferred revenue liabilities.

F-35

---



Table of Contents

Notes to the consolidated financial statements (Continued)

19 Tax receivable

2013
£'000

2012
£'000Current tax receivable





2,500Tax receivable





2,500


The
£2,500,000 tax receivable related 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 was recoverable upon repayment of the directors' loans. The loans were repaid on 25 April 2012.

20 Cash and cash equivalents

2013
£'000

2012
£'000Cash at bank and in hand


94,433


70,603


Cash
and cash equivalents for the purposes of the statement of cash flows are as above.

21 Share capital

Number of shares
(thousands)

Ordinary shares
£'000At 1 July 2011





Issue of shares (note 1.1)


155,353


50At 30 June 2012


155,353


50Issue of shares (note 1.2)


8,333


2Employee share-based compensation awardsissue of shares (see below)


140


At 30 June 2013


163,826


52


Following
the reorganization transactions, described more fully in note 1.1, 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.

The
Company had 155,352,366 shares in issue immediately after the reorganization transactions and before the issue of new shares pursuant to the initial public offering ("IPO"). On
10 August 2012,

F-36

---



Table of Contents

Notes to the consolidated financial statements (Continued)

21 Share capital (Continued)

the
Company issued a further 8,333,334 ordinary shares at an issue price of $14.00 per share and listed such shares on the New York Stock Exchange.

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.

As
of 30 June 2013, the Company's issued share capital comprised 39,825,595 Class A ordinary shares and 124,000,000 Class B ordinary shares.

22 Share-based payments

The Company operates a share-based award plan, the 2012 Equity Incentive Award Plan (the "Equity
Plan"), established in 2012. 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 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.

During
the year ended 30 June 2013 certain directors and members of executive management were awarded newly issued Class A ordinary shares, pursuant to the Equity Plan.
These shares are subject to varying vesting schedules over a three year period. The fair value of these shares was the quoted market price on the award date. It is assumed that no dividend will be
paid for the foreseeable future and that none of the employees will leave the Group before the end of the three year vesting period. The Company may choose whether to settle the awards wholly in
shares or reduce the number of shares awarded by a value equal to the recipient's liability to any income tax and social security contributions that would arise if all the shares due to vest had
vested. Accordingly the awards may be either equity-settled or cash-settled.

Details
of the share awards outstanding during the year are as follows:

IPO Bonus
Number of Class A
ordinary sharesOutstanding at beginning of the year


Awarded during the year


139,895Vested during the year


(27,979
)Outstanding at the end of the year


111,916Fair value $

$
14.05Fair value £

£
8.96


The
IPO Bonus shares were awarded as a reward for efforts in connection with the initial public offering and to align interests with the Company's shareholders going forward.

F-37

---



Table of Contents

Notes to the consolidated financial statements (Continued)

22 Share-based payments (Continued)

During the year ended 30 June 2013 certain directors and members of executive management also became eligible to receive annual share-based awards pursuant to the Equity Plan (the
"LTIP Awards"). The amount of the LTIP Awards is dependent on individual and Group performance over the financial year and is subject to the approval of the board of directors and the remuneration
committee. Management has estimated the likely amount of these awards and their fair value. The awards are subject to a four year vesting period comprising a one year performance period and a three
year service period. As of the date these financial statements were approved for issue the share awards had yet to be formally approved by the board of directors and the remuneration committee and
consequently related new Class A ordinary shares have yet to be issued.

For
the year ended 30 June 2013 the Group recognized total expenses related to equity-settled share-based payment transactions of £832,000 (2012: £nil;
2011: £nil) and total expenses related to cash-settled share-based payment transactions of £558,000 (2012: £nil; 2011: £nil).

23 Trade and other payables

2013
£'000

2012
£'000Trade payables


41,681


34,013Other payables


17,764


22,070Accrued expenses


21,698


34,22381,143


90,306Social security and other taxes


15,721


15,66396,864


105,969Less: non-current portion:Trade payables


7,667


6,230Other payables


10,746


16,075Non-current trade and other payables


18,413


22,305Current trade and other payables


78,451


83,664


Trade
payables include transfer fees and other associated costs in relation to the acquisition of players' registrations of £33,637,000 (2012: £28,877,000) of
which £7,667,000 (2012: £6,230,000) 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 £13,671,000 (2012:
£18,282,000) of which £8,555,000 (2012: £13,655,000) 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-38

---



Table of Contents

Notes to the consolidated financial statements (Continued)

24 Borrowings

2013
£'000

2012
£'000Non-current:Secured term loan


199,889


Senior secured notes


171,497


410,585Secured bank loan


6,088


6,469Other borrowings





4,193377,474


421,247Current:Secured term loan


5,125


Secured bank loan


381


359Other borrowings





250Accrued interest on secured term loan and senior secured notes


6,253


15,01911,759


15,628Total borrowings


389,233


436,875


The
secured term loan of £205,014,000 (2012: £nil) comprises:



The
Group has the option to repay the secured term loan at any time with scheduled repayments of 2.5% per annum of the initial $315,700,000 loan (first payable in June 2014) with an
additional repayment of up to an incremental 2.5% per annum (for a total of up to 5.0% per annum) depending on the level of excess cash flow generated by the Group (likely to be first payable in
October 2014). The remaining balance of the loan is repayable on 21 June 2018. The loan attracts interest of US dollar Libor plus an applicable margin of between 1.5% and 2.75% per annum. The
loan was provided to our wholly-owned finance subsidiary, MU Finance plc, and is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, Manchester United
Football Club Limited and MU Finance plc and is secured against substantially all of the assets of Red Football Limited and each of the guarantors.

The
senior secured notes of £171,497,000 (2012: £410,585,000) comprise:



F-39

---



Table of Contents

Notes to the consolidated financial statements (Continued)

24 Borrowings (Continued)



The
senior secured notes are secured by a first-ranking lien over all shares and substantially all property and assets of the issuer (MU Finance plc) 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 the senior secured notes at any time prior to their 2017 repayment date by paying a specified premium on the principal amounts redeemed dependant on
the date of redemption. During the year ended 30 June 2013 the Group repurchased the pounds sterling equivalent of £254,500,000 (2012: £28,211,000) of senior secured
notes comprising £177,775,000 (2012: £14,000,000) of pounds sterling senior secured notes and $123,820,000 (2012: $23,000,000) of US dollar denominated senior secured notes.
The consideration paid amounted to £276,477,000 (2012: £30,391,000) including a premium on repurchase of £21,977,000 (2012: £2,180,000). The premium on
repurchase and consequent accelerated amortization of issue discount and debt finance costs are immediately recognized in the income statementsee note 7. Repurchased senior secured
notes have been retired.

The
secured bank loan of £6,469,000 (2012: £6,828,000) comprises a bank loan within Alderley Urban Investments Limited, a subsidiary of Manchester United Limited,
that attracts interest of Libor + 1%. £2,270,000 (2012: £2,629,000) is repayable in quarterly instalments through to July 2018, with the remaining balance of
£4,199,000 (2012: £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.

The
Group also has undrawn committed borrowing facilities of £75,000,000 (2012: £75,000,000). No drawdowns were made from these facilities during 2013 or 2012.

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 2012
£'000

Cash flows
£'000

Non-cash
movements
£'000

At 30 June 2013
£'000Non-current borrowings


421,247


(54,657
)

10,884


377,474Current borrowings


15,628


(36,470
)

32,601


11,759Less: cash and cash equivalents


(70,603
)

(24,445
)

615


(94,433
)366,272


(115,572
)

44,100


294,800


F-40

---



Table of Contents

Notes to the consolidated financial statements (Continued)

24 Borrowings (Continued)

Non-cash
movements largely comprise a net foreign exchange loss arising on translation of US dollar denominated secured term loan and senior secured notes and amortization of issue
discount, debt finance and debt issue costs, offset by the movement on accrued interest on the senior secured notes.

At 1 July 2011
£'000

Cash flows
£'000

Non-cash
movements
£'000

At 30 June 2012
£'000Non-current borrowings


442,330


(28,211
)

7,128


421,247Current borrowings


16,573


(37,827
)

36,882


15,628Less: 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 gain arising on translation of US dollar denominated senior secured notes, offset by movement on accrued interest on the senior
secured notes and amortization of issue discount, debt finance and debt issue costs.

25 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 was as
follows:

2013
£'000

2012
£'000Opening balance


1,806


2,476Utilised


(508
)

(480
)Unwinding of discount


55


69Movements on foreign exchange


107


(259
)Closing balance


1,460


1,806The balance comprises:Non-current


988


1,378Current


472


4281,460


1,806


F-41

---



Table of Contents

Notes to the consolidated financial statements (Continued)

26 Deferred tax

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 (after offset) for
financial reporting purposes:

2013
£'000

2012
£'000US deferred tax assets:Deferred tax assets to be recovered after more than 12 months


(127,517
)

Deferred tax assets to be recovered within 12 months


(17,611
)

(145,128
)

UK deferred tax liabilities:Deferred tax liabilities to be recovered after more than 12 months


17,168


26,678Deferred tax liabilities to be recovered within 12 months





17,168


26,678Net deferred tax (asset)/liabilities


(127,960
)

26,678


The
movement in US deferred tax assets are as follows:

Foreign
tax credits
£'000

Net
operating
losses
£'000

Property,
plant and
equipment
£'000

Intangible
assets
£'000

Other
£'000

Total
£'000At 1 July and 30 June 2012

















Credited to income statement (note 9)


(17,370
)

(17,670
)

1,756


(93,713
)

(18,078
)

(145,075
)Charged to other comprehensive income (note 9)


(53
)













(53
)At 30 June 2013


(17,423
)

(17,670
)

1,756


(93,713
)

(18,078
)

(145,128
)


Deferred
tax assets are recognised 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 temporary differences can be utilized. At 30 June 2013, the current forecasts indicate that the Group will utilize US foreign tax credits, net operating losses
and other temporary differences and accordingly, the associated deferred tax balances have been brought to account in the year. Net operating losses created in the period in the US do not have an
indefinite life and will expire in 2028 if they are not utilized. US foreign tax credits created in a period, which are not utilized, can be carried forward up to ten years and offset against future
US taxable profits.

The
£145,075,000 tax credit in 2013 relates to origination and reversal of temporary differences amounting to a charge of £8,242,000 and the recognition of
additional US tax base amounting to a credit of £153,317,000 which comprises three elements, as follows:



F-42

---



Table of Contents

Notes to the consolidated financial statements (Continued)

26 Deferred tax (Continued)



These
amounts have been recognized on the basis that it is probable that there will be sufficient taxable profits in the future to utilize the future US tax deductions.

The
movement in UK net deferred tax liabilities are as follows:

Accelerated tax
depreciation
£'000

Rolled
over gain
on player
disposal
£'000

Non
qualifying
property
£'000

Property
fair value
adjustment
£'000

Net
operating
losses
£'000

Other
(including
other fair
value
adjustments)
£'000

Total
£'000At 1 July 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
)

26,678Credited to income statement (note 9)


176


589


(996
)

(1,215
)

(6,895
)

(1,011
)

(9,352
)Credited to other comprehensive income (note 9)

















(158
)

(158
)At 30 June 2013


944


4,771


16,861


19,948


(24,055
)

(1,301
)

17,168


Deferred
tax assets are recognized 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. At 30 June 2013 the Group has no accessible unrecognised UK tax losses (2012:
£nil).

The
main rate of UK corporate tax reduced from 24% to 23% from 1 April 2013. The reduction to 23% was enacted in July 2012 and consequently deferred tax balances have been
re-measured to 23%. Proposals have been announced to further reduce the rate to 21% from 1 April 2014 and to 20% from 1 April 2015. The further reductions to 21% and 20% were enacted in
July 2013. The overall

F-43

---



Table of Contents

Notes to the consolidated financial statements (Continued)

26 Deferred tax (Continued)

effect
of the further reductions from 23% to 20%, if these applied to the deferred tax balance at 30 June 2013, would be to reduce the deferred tax liability by £2,239,000.

27 Cash generated from operations

Note

2013
£'000

2012
£'000

2011
£'000(Loss)/profit on ordinary activities before tax




(8,793
)

(4,664
)

12,004Depreciation charges

12, 13


7,769


7,478


6,989Impairment charges

6








2,013Amortization of players' registrations

15


41,714


38,262


39,245Profit on disposal of property, plant and equipment




(7
)




(46
)Profit on disposal of players' registrations




(9,162
)

(9,691
)

(4,466
)Net finance costs




70,807


49,536


51,250Equity-settled share-based payments

22


832





Fair value losses/(gains) on derivative financial instruments




91


(91
)

1,047Decrease/(increase) in trade and other receivables




8,728


(9,414
)

(17,483
)Increase in trade and other payables and deferred revenue




18,352


9,625


34,727Decrease in provisions




(401
)

(739
)

(140
)Cash generated from operations




129,930


80,302


125,140


28 Transactions with non-controlling interest

On 2 January 2013, the Group acquired the remaining 33.3% of the issued share capital of MUTV Limited for a purchase consideration (including transaction costs) of
£2,664,000. The Group now holds 100% of the issued share capital of MUTV Limited. The carrying amount of the non-controlling interests in MUTV Limited on the date of acquisition was
(£1,834,000). The Group derecognized non-controlling interests of (£1,834,000) and recorded a decrease in equity attributable to owners of the parent of £4,498,000.
The effect of changes in the ownership interest of MUTV Limited on the equity attributable to owners of the parent during the year is summarized as follows:

2013
£'000

2012
£'000Carrying amount of non-controlling interest acquired


(1,834
)

Consideration paid to non-controlling interest


(2,664
)

Excess recognized in equity attributable to owners of the parent


(4,498
)




There
were no transactions with non-controlling interests in 2012.

29 Contingencies

At 30 June 2013, the Group had no material contingent liabilities in respect of legal claims arising in the ordinary course of business. Contingent transfer fees are disclosed in
note 30.3.

F-44

---



Table of Contents

Notes to the consolidated financial statements (Continued)

30 Commitments

30.1 Operating lease commitments

The Group leases various premises and plant and equipment under non-cancellable operating lease agreements. The majority of the lease agreements are renewable at
the end of the lease period at market rate. 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:

2013
£'000

2012
£'000Not later than 1 year


2,770


2,668Later than 1 year and no later than 5 years


3,167


5,610Later than 5 years


4,274


4,35210,211


12,630


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 25).

30.2 Capital commitments

As of 30 June 2013, the Group had capital commitments relating to property, plant and equipment amounting to £7.9 million (2012:
£8.3 million).

30.3 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 £20,649,000 (2012: £19,371,000). No material adjustment was required to the amounts included in the cost of players' registrations during the
year (2012 and 2011: no material adjustments) and consequently there was no material impact on the amortization of players' registration charges in the income statement (2012 and 2011: no material
impact).

As
of 30 June 2013 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


12,386


4,403


16,789International appearances


3,700


160


3,86016,086


4,563


20,649


F-45

---



Table of Contents

Notes to the consolidated financial statements (Continued)

30 Commitments (Continued)

As
of 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


31 Pension arrangements

31.1 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 of 31 August 2011, the Group has been advised that the overall deficit of the Scheme has increased to £25,700,000. A charge
of £nil has been made to the income statement during the year (2012: £1,792,000) 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 of
30 June 2013 amounts to £229,000 (2012: £205,000) due within one year and £2,191,000 (2012: £2,420,000) due after more than one year and is
included within other payables.

31.2 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 2013 amounted to £1,798,000 (2012: £1,422,000; 2011: £1,428,000). As at 30 June 2013, contributions of £238,000 (2012:
£198,000) 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-46

---



Table of Contents

Notes to the consolidated financial statements (Continued)

32 Financial risk management

32.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate 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-47

---



Table of Contents

Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

hedging
instrument. The following table details the forward foreign currency contracts outstanding at the reporting date:

2013

2012Average
exchange
rate

Foreign
currency
€'000

Notional
value
£'000

Fair
value
£'000

Average
exchange
rate

Foreign
currency
€'000

Notional
value
£'000

Fair
value
£'000Sell Euro


1.1565


32,171


27,818


231


1.1886


28,109


23,649


876Buy Euro














1.2506


11,000


(8,796
)

9127,818


231








14,853


967


As
at 30 June 2013, 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 was £231,000. 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 revenue line within the income statement.

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 was £666,000. The future income was received in the financial year ended 30 June 2013 and consequently the amount
deferred in equity was reclassified to the revenue line within the income statement.

The
carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities are as follows:

2013

2012Euro
€'000

US Dollar
$'000

Euro
€'000

US Dollar
$'000Monetary assets


1,739


86,937


9,450


60,114Monetary liabilities


(3,033
)

(584,841
)

(20,168
)

(423,591
)(1,294
)

(497,904
)

(10,718
)

(363,477
)


At
30 June 2013:



F-48

---



Table of Contents

Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

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.

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 24.

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 plc
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:

2013

2012Principal value
of loan
outstanding
£'000

Rate
received

Rate paid

Expiry date

Principal value
of loan
outstanding
£'000

Rate
received

Rate paid

Expiry date*6,469 - 4,199


3 month Libor


Fixed 6.1
%

9 July 2018


*6,828 - 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 24.


As of 30 June 2013 the fair value of these interest rate swaps was a liability of £1,337,000 (2012: £1,685,000).

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 £152,614,000 (2012:
£137,141,000). 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.

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

F-49

---



Table of Contents

Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

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 £33,475,000 (2012: £48,839,000), £7,913,000 (2012: £6,879,000) relates to amounts receivable from various other football
clubs in relation to player trading and £17,259,000 (2012: £37,555,000) relates to commercial sponsorship.

As
at 30 June 2013, trade receivables of £27,135,000 (2012: £44,579,000) 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 2013, trade receivables of £6,340,000 (2012: £4,240,000) 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:

2013
£'000

2012
£'000Up to 3 months past due


5,609


4,168Over 3 months past due


731


726,340


4,240


As
at 30 June 2013, trade receivables of £6,055,000 (2012: £2,606,000) were impaired and provided for. The amount of the provision as at 30 June
2013 was £6,055,000 (2012: £2,586,000). The individually impaired receivables largely relate to a transfer fee receivable of £2,147,000 (2012:
£2,147,000)
due from one football club who have entered administration. The ageing of these receivables, based on due date, is as follows:

2013
£'000

2012
£'000Up to 3 months


1,053


19Over 3 months


5,002


2,5876,055


2,606


Movements
on the provision for impairment of trade receivables are as follows:

2013
£'000

2012
£'000Brought forward


2,586


2,680Provisions for receivables impairment


3,470


246Receivables written off during the year as uncollectible


(1
)

(340
)Carried forward


6,055


2,586


c)     Liquidity risk

The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loans, senior secured 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

F-50

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Table of Contents

Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

playing
season. Ultimate responsibility for liquidity risk management rests with the executive directors of Manchester United plc. The Directors use management information tools including
budgets and cash flow forecasts to constantly monitor and manage current and future liquidity.

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 24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows
and future development plans.

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 £94,433,000 (2012: £70,603,000).

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)


63,565


11,199


7,576


1,287Borrowings


27,833


33,060


423,074


4,32191,398


44,259


430,650


5,608Non-trading(2) and net settled derivative financial instruments:cash outflow


383


332


852


60cash inflow


(260
)







At 30 June 2013


91,521


44,591


431,502


5,668Trade 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


10,681


(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.


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Table of Contents

Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

32.2 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 parent" 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 24.

32.3 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:



2013
£'000

2012
£'000AssetsDerivative financial assets designated as cash flow hedges (note 17)


260


876Derivative financial assets at fair value through profit or loss (note 17)





91LiabilitiesDerivative financial liabilities designated as cash flow hedges (note 17)


(29
)

Derivative financial liabilities at fair value through profit or loss (note 17)


(1,337
)

(1,685
)(1,106
)

(718
)


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.

33 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. 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 Limited

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Table of Contents

Notes to the consolidated financial statements (Continued)

33 Related party transactions (Continued)

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:

33.1 Loans to related parties

A
subsidiary company, Manchester United Limited, granted loans to certain directors in 2008. The aggregate amount of the loans was £10.0 million
(£1.7 million each to Ms. Darcie Glazer Kassewitz and Messrs. Avram, Bryan, Edward, Joel and Kevin Glazer). The interest rate charged on the loans from the date of
issue was 5.5% per annum. Interest charged during the year amounted to £nil (2012: £457,491). The loans were repaid in full on 25 April 2012.

33.2 Interest in senior secured notes

Mr. Kevin
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 Mr. Kevin Glazer and certain members of his immediate family at 30 June 2013 was $7.3 million (2012: $10.6 million). The
US dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to
£449,000 (2012: £558,000; 2011: £379,000) of which £158,000 (2012: £233,000; 2011: £228,000) was accrued at the year end.

33.3 Fees

The
Group incurred a management fee of £nil (2012: £3,000,000; 2011: £7,200,000) 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.

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Table of Contents

Notes to the consolidated financial statements (Continued)

34 Subsidiaries

The following companies are the principal subsidiary undertakings of the Company following the reorganization transactions described in note 1.1:

Subsidiaries

Principal activity

Issued share capital

Description of
share classes ownedRed Football Finance Limited

Finance company

USD 0.01

100% OrdinaryRed Football Holdings Limited

Holding company

GBP 150,000,001

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

Commercial 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

100% Ordinary


All
of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and
Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland.

35 Events after the reporting date

Playing registrations

The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2013, for total proceeds, net of
associated costs, of £724,000. The associated net book value was £nil. These registrations have not been reclassified as held for sale as the associated net book value was
£nil.

Subsequent
to 30 June 2013 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of
£30,061,000.

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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
authorized the undersigned to sign this annual report on its behalf.

Manchester United plc
          (Registrant)Date: 24 October 2013

By:

/s/ EDWARD WOODWARDName:

Edward WoodwardTitle:

Executive Vice Chairman


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Table of Contents

EXHIBITS

1.1

Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August 2012 (included as Exhibit 3.1 to our Registration Statement on Form F-1/A (File
No. 333-182535), filed with the SEC on 30 July 2012, as amended).2.1

Specimen Ordinary Share Certificate of Manchester United plc (included as Exhibit 4.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as
amended).2.2

Indenture, dated January 29, 2010, among MU Finance plc, the Guarantors and The Bank of New York Mellon, as Trustee, Principal Paying Agent, Transfer Agent and Registrar, U.S. Paying Agent and U.S Registrar,
The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar, and J.P. Morgan Europe Limited, as Security Agent (included as Exhibit 4.2 to our Registration Statement on Form F-1/A (File
No. 333-182535), filed with the SEC on 16 July 2012, as amended).4.1

Revolving Facilities Agreement, dated January 29, 2010, among Manchester United Limited, as Original Borrower, J.P. Morgan PLC, as Arranger, the Mandated Lead Arrangers, and J.P. Morgan Europe Limited, as
Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 16 July 2012, as amended).4.2

Agreement, dated May 19, 2008, between The Royal Bank of Scotland plc, as agent for National Westminster Bank plc, and Alderley Urban Investments (included as Exhibit 10.3 to our Registration
Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 16 July 2012, as amended).4.3

Term Facility Agreement, dated 20 May 2013, between MU Finance plc, as Borrower, and Bank of America, N.A., as Lender.4.4

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).4.5

Premier League Handbook, Season 2013/14.4.6

Premier League Handbook, Season 2012/13 (included as Exhibit 10.4 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 16 July 2012, as amended).8.1

List of significant subsidiaries (included in note 34 to our audited consolidated financial statements included in this Annual Report).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.


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