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

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.

The Group treats transactions with non-controlling interests as transactions with ~~equity~~ owners of the ~~Group.~~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. ~~Gains or losses on disposals to non-controlling interests are also recorded in equity.~~

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

The Group has one reportable segment, being the operation of a professional football club. The ~~chief operating decision maker~~Chief Operating Decision Maker (being the ~~Executive~~ Board and executive officers of ~~the Group's main operating company,~~ Manchester United ~~Limited)~~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.

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ~~('the functional currency'~~(the "functional currency").

The consolidated financial statements are presented in ~~Pounds Sterling~~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.

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.~~

~~2 Summary of significant accounting policies (Continued)~~statement, except when deferred in other comprehensive income as qualifying cash flow hedges.

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.

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

	Closing rate						Average rate						Closing rate						Average rate

	2012		2011		2010		2012		2011		2010		2013		2012		2011		2013		2012		2011
Euro		1.2360		1.1066		1.2348		1.1802		1.1707		1.2054		1.1666		1.2360		1.1066		1.2125		1.1802		1.1707
US Dollar		1.5680		1.6018		1.5067		1.5896		1.5542		1.5793		1.5166		1.5680		1.6018		1.5683		1.5896		1.5542

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.

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

For sponsorship contracts any additional revenue receivable over and above the minimum guaranteed revenue contained in the sponsorship and licensing agreements is taken to revenue when a reliable estimate of the future performance of the contract can be obtained and it is probable that the amounts will not be recouped by the sponsor in future years.

Revenue is ~~recognised~~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 ~~recognised~~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.

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.

Matchday revenue is recognised based on matches played throughout the year with revenue from each match being recognised only after the match to which the revenue relates has been played.

Revenue from related activities such as Conference and Events or the Museum is recognised as the event or service is provided or the facility is ~~enjoyed.~~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.

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

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

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.

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.

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

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.

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.

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 ~~substantially~~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.

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.

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 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.

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

Investment property is initially measured at cost (comprising the purchase price, after deducting discounts and rebates, and any directly attributable costs) and is subsequently carried at cost less

accumulated depreciation and any provision for impairment. Investment property is depreciated using the straight-line method over 75 years.

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

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.

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 ~~amortisation~~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.

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

Signing-on fees are typically paid to players in equal annual instalments over the term of the player's contract. Instalments are paid at or near the beginning of each financial year and recognised as prepayments within trade and other receivables. They are subsequently charged to the income statement (as operating expenses) on a straight-line basis over the financial year. Signing-on fees paid form part of cash flows from operating activities.

Loyalty fees are bonuses which are paid to players either at the beginning of a renewed contract or in instalments over the term of their contract in recognition for either past or future performance. Loyalty bonuses for past service are typically paid in a lump sum amount upon renewal of a player's contract. These loyalty bonuses require no future service and are not subject to any claw-back provisions were the player to subsequently leave the club during their new contract term. They are expensed once the Company has a present legal or constructive obligation to make the payment, which arises when the new contract is agreed. Loyalty bonuses for ~~ongoing~~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.

The costs associated with the acquisition of players' registrations are ~~capitalised~~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 ~~27.3.~~30.3. Costs are fully ~~amortised~~amortized using the straight-line method over the period covered by the player's contract.

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

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.

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.

Derivatives are initially ~~recognised~~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' ~~income~~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 ~~16.~~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.

Trade receivables are ~~recognised~~recognized initially at fair value, and subsequently measured at ~~amortised~~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 ~~reorganisation,~~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'.~~operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.

Subsequent recoveries of amounts previously written off are credited against 'operating expenses' in the income statement.

Other receivables comprise loans to related parties (see note ~~30.1)~~33.1) and other miscellaneous receivables, which are recognised initially at fair value and subsequently measured at ~~amortised~~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.

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,~~less.

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.

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

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

Borrowings are ~~recognised~~recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at ~~amortised~~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.

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

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.

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

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

~~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 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:

The Group annually tests whether goodwill has suffered any impairment or more frequently if events or changes in circumstances indicate a potential impairment, in accordance with its accounting policy. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates, both in arriving at the expected future cash flows and the application of a suitable discount rate in order to calculate the present value of these flows. These calculations have been carried out in accordance with the assumptions set out in note ~~13.~~14.

The costs associated with the acquisition of players' registrations are ~~capitalised~~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 ~~amortised~~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.

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

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

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

Additional profit share recognised in the year ended 30 June ~~2012~~2013 amounted to £12.8 million, cumulative £30.1 million (2012: £8.4 million, cumulative £17.3 ~~million (2011:~~million; 2011: £5.7 million, cumulative £8.9 ~~million; 2010: £3.2 million, cumulative £3.2~~ million).

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).

Deferred tax assets are ~~recognised on losses carried forward~~recognized only to the extent that it is probable that ~~they~~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 ~~utilised.~~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 ~~judgement~~judgment in relation to the recognition of deferred tax assets, ~~on losses,~~ management ~~consider~~considers the regulations applicable to ~~taxation~~tax and advice on their interpretation. ~~Management also consider whether losses carried forward may be utilised through tax planning opportunities to create suitable taxable profits.~~ Future taxable income may be higher or lower than estimates made when determining whether it is ~~necessary~~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 ~~reassessment of~~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 ~~losses carried forward.~~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.

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

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

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



Commercial	117,611	103,369	77,322	152,441	117,611	103,369
Broadcasting	103,991	117,249	103,276	101,625	103,991	117,249
Matchday	98,718	110,823	105,818	109,123	98,718	110,823

	320,320	331,441	286,416	363,189	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 ~~2011~~ or ~~2010~~2011 were as follows:



F.A. Premier League	63,859	63,409	55,854	63,977		63,859	63,409
Nike				38,609		33,787	31,269
UEFA	34,082	51,129	40,719	<10	%	34,082	51,129
Nike	33,787	31,269	26,471



Exceptional items (note 6)	10,728	4,667		2,775
Employee benefit expense (note 8)	161,688	152,915		131,689	(180,523	)	(161,688	)	(152,915	)
Depreciation—property, plant and equipment (note 11)	7,373	6,902		8,547
Depreciation—investment property (note 12)	105	87		87
Operating lease costs	2,186	1,327		1,445	(2,760	)	(2,186	)	(1,327	)
Stadium and other operating charges	63,979	67,634		50,153
Auditors' remuneration: audit of parent company and consolidated financial statements	16	16		16	(17	)	(16	)	(16	)
Auditors' remuneration: audit of the Company's subsidiaries	76	76		69	(329	)	(76	)	(76	)
Auditors' remuneration: audit-related assurance services	—	—		12
Auditors' remuneration: tax compliance services	277	224		394	(282	)	(277	)	(224	)
Auditors' remuneration: other services	4	—		—	(166	)	(4	)	—
Exchange losses/(gains)	445	(394	)	113
(Profit)/loss on disposal of property, plant and equipment	—	(46	)	104

	246,877	233,408		195,404
Amortisation of players' registrations (note 14)	38,262	39,245		40,087
Exchange gains/(losses)					570		(445	)	394
Profit on disposal of property, plant and equipment					7		—		46
Depreciation—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	)

	285,139	272,653		235,491	(310,337	)	(285,139	)	(272,653	)

In addition to the auditors' remuneration charges disclosed above are amounts of ~~£1,975,000 (2011: £625,000; 2010: £nil)~~£679,000 (2012: £1,975,000; 2011: £625,000) relating to tax planning advice, general assurance and other advice in connection with a ~~proposed issue~~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 ~~prepaid for future~~ offset against share premium when they are directly attributable to the issue of new ~~shares and £nil (2011: £nil; 2010: £701,000) included within debt finance costs relating~~shares.

Notes to ~~corporate finance services provided in connection with~~ the ~~senior secured notes issued in January 2010.~~consolidated financial statements (Continued)

Professional adviser fees relating to a ~~proposed~~ public offer of shares are recognised as an expense when they are not directly attributable to the issue of new shares or when a particular offer is no longer being pursued. The fees include ~~£1,755,000 (2011: £625,000; 2010: £nil)~~£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 2831 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 (see note 12 for further details).~~

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



Interest payable on bank loans, overdrafts and deferred element of terminated interest rate swap	3,578		4,619		2,490		(3,048	)	(3,648	)	(4,167	)
Interest payable on senior secured notes and secured senior facilities	36,448		41,778		39,440
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		30,192		—		—		(14,314	)
Amortisation of issue discount, debt finance and debt issue costs on senior secured notes and secured payment in kind loan	2,290		1,996		2,268
Premium on repurchase of senior secured notes (note 21)	2,180		3,511		—
Foreign exchange loss/(gain) on US Dollar denominated senior secured notes	5,191		(16,414	)	19,270
Unwinding of discount factors	347		93		99
Accelerated amortisation of debt issue costs on repaid payment in kind loan	—		2,632		—
Accelerated amortisation of debt issue costs on repaid secured senior facilities	—		—		4,705
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	)	16,414
Unwinding 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		(563	)	—		—		(563	)
Interest rate swaps	281		(132	)	514		348		(281	)	132
Terminated interest rate swaps	—		—		11,883

Total finance costs	50,315		52,960		110,298		(72,082	)	(50,315	)	(52,960	)
Total finance income—interest receivable	(779	)	(1,710	)	(1,715	)	1,275		779		1,710

Net finance costs	49,536		51,250		108,583		(70,807	)	(49,536	)	(51,250	)

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

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

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

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



Average number of employees:
Football—players	79	71	68	82	79	71
Football—technical and coaching	80	70	68	76	80	70
Commercial	76	53	40	125	76	53
Media	73	65	57	69	73	65
Administration and other	388	369	359	391	388	369

Average monthly number of employees	696	628	592
Average number of employees				743	696	628

The Group also employs approximately ~~2,376~~2,395 temporary staff on match days ~~(2011: 2,191; 2010: 1,869).~~(2012: 2,376; 2011: 2,191), the costs of which are included in employee costs below.



Wages and salaries (including bonuses)	142,699	135,568	117,060	(158,030	)	(142,699	)	(135,568	)
Share-based payments (note 22)				(1,390	)	—		—
Social security costs	17,567	15,919	13,234	(19,305	)	(17,567	)	(15,919	)
Other pension costs—defined contribution (note 28)	1,422	1,428	1,395
Other pension costs—defined contribution (note 31)				(1,798	)	(1,422	)	(1,428	)

	161,688	152,915	131,689	(180,523	)	(161,688	)	(152,915	)

Details of the pension arrangements offered by the Company and the Group are disclosed in note ~~28.~~31.

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:



Salaries and other short-term employee benefits (including bonuses)	6,947	5,032	4,292	(7,041	)	(6,947	)	(5,032	)
Share-based payments				(1,390	)	—		—
Post-employment benefits	117	289	384	(168	)	(117	)	(289	)

	7,064	5,321	4,676	(8,599	)	(7,064	)	(5,321	)



Current tax:
Current tax on profit for the year	—		4,338		—
Current tax on loss/(profit) for the year						—		—		(4,338	)
Adjustment in respect of previous years(1)						1,276		—		—
Foreign tax	125		129		59	(491	)	(125	)	(129	)

Total current tax expense	125		4,467		59
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	(3,719	)	(3,426	)	3,152	6,657		3,719		3,426
Adjustment in respect of previous years(1)	(3,445	)	2,190		—	1,662		3,445		(2,190	)
Impact of change in UK corporation tax rate	(3,778	)	(4,217	)	—	1,033		3,778		4,217
Recognition of previously unrecognised deferred tax asset(3)	(17,160	)	—		—
Recognition of previously unrecognized deferred tax asset(3)						—		17,160		—

Total deferred tax (credit)/expense	(28,102	)	(5,453	)	3,152
Total UK deferred tax credit (note 26)						9,352		28,102		5,453

Total tax (credit)/expense	(27,977	)	(986	)	3,211
Total deferred tax credit						154,427		28,102		5,453

Total tax credit						155,212		27,977		986

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%.

~~The main rate of UK corporation tax reduced from 26% to 24% from 1 April 2012. The reduction to 24% was enacted in March 2012 and consequently deferred tax balances have been re-measured to 24%.~~

A further reduction in the rate to 23% from 1 April 2013 was enacted on 17 July 2012. As this change was not substantively enacted at the reporting date, it is not reflected in the financial statements.

The overall effect of the further reduction from 24% to 23%, if applied to the deferred tax balance at 30 June 2012, would be to reduce the deferred tax liability by £1,112,000 (expected to be recognised in 2013).

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

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).

An interim dividend of £nil (2012: £10.0 ~~million (2011: £nil; 2010:~~million; 2011: £nil) has been paid by the Company during the year. The related amount of dividend per ordinary share for the year was ~~£10.10 (2011: £nil; 2010:~~£nil (2012: £0.06⁽¹⁾; 2011: £nil). The directors are not proposing to pay a final dividend relating to the year ended 30 June ~~2012 (2011:~~2013 (2012: £nil; ~~2010:~~2011: £nil).



Cost
At 1 July 2010	252,306	32,937		20,112		305,355
At 1 July 2011								255,326	34,329		22,988		312,643
Additions	3,020	1,978		2,996		7,994		9,179	2,411		3,109		14,699
Disposals	—	(586	)	(120	)	(706	)

At 30 June 2011	255,326	34,329		22,988		312,643

Accumulated depreciation
At 1 July 2010	23,638	29,173		13,035		65,846
Charge for year	3,286	1,787		1,829		6,902
Disposals	—	(532	)	(113	)	(645	)

At 30 June 2011	26,924	30,428		14,751		72,103

Net book amount
At 30 June 2011	228,402	3,901		8,237		240,540

Cost
At 1 July 2011	255,326	34,329		22,988		312,643
Additions (see note 12)	9,179	2,411		3,109		14,699
Disposals	—	(895	)	(553	)	(1,448	)	—	(895	)	(553	)	(1,448	)

At 30 June 2012	264,505	35,845		25,544		325,894		264,505	35,845		25,544		325,894

Accumulated depreciation
At 1 July 2011	26,924	30,428		14,751		72,103		26,924	30,428		14,751		72,103
Charge for year	3,306	1,671		2,396		7,373		3,306	1,671		2,396		7,373
Disposals	—	(895	)	(553	)	(1,448	)	—	(895	)	(553	)	(1,448	)

At 30 June 2012	30,230	31,204		16,594		78,028		30,230	31,204		16,594		78,028

Net book amount
At 30 June 2012	234,275	4,641		8,950		247,866		234,275	4,641		8,950		247,866

Net book amount
At 1 July 2011								228,402	3,901		8,237		240,540

Cost
At 1 July 2012								264,505	35,845		25,544		325,894
Additions								5,552	2,604		4,438		12,594
Disposals								—	(2,272	)	(620	)	(2,892	)

At 30 June 2013								270,057	36,177		29,362		335,596

Accumulated depreciation
At 1 July 2012								30,230	31,204		16,594		78,028
Charge for year								3,326	1,814		2,510		7,650
Disposals								—	(2,270	)	(620	)	(2,890	)

At 30 June 2013								33,556	30,748		18,484		82,788

Net book amount
At 30 June 2013								236,501	5,429		10,878		252,808

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

Property, plant and equipment with a net book amount of ~~£247,317,000 (2011: £239,815,000)~~£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 ~~21)~~24).

During the year the Group acquired land and buildings around the Old Trafford stadium for £8.7 million. £7.4 million is included in investment property additions and £1.3 million is included in property, plant and equipment additions. Investment property primarily comprises the leasehold on the Manchester International Freight Terminal (which expires in 2071) and the freehold on property at Canalside and Wharfside, Trafford Park.

Investment properties were internally valued as at 30 June 2012 by an employee of Manchester United Limited who is knowledgeable about property valuation principles and is familiar with the properties concerned. There were no changes to the carrying amount of investment property following this valuation. Investment properties were externally valued as at 30 June ~~2011~~2013 in accordance with UK practice statements contained within the Royal Institute of Chartered Surveyors Valuations Standards, 6th edition. ~~The fair value~~This valuation supported the carrying amount as atof 30 June ~~2012 was £14,197,000 (2011: £6,938,000).~~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 ~~£929,000 (2011: £1,019,000; 2010: £1,022,000)~~£1,126,000 (2012: £929,000; 2011: £1,019,000). Direct operating expenses arising on ~~the~~ investment property, all of which generated rental income, in the ~~period~~year amounted to ~~£302,000 (2011: £187,000; 2010: £146,000)~~£390,000 (2012: £302,000; 2011: £187,000).

Investment property with a net book amount of ~~£6,637,000 (2011: £6,700,000)~~£6,574,000 (2012: £6,637,000) has been pledged to secure the secured bank loan borrowings of the Group (see note ~~21)~~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).

Goodwill arose largely in relation to the Group's acquisition of Manchester United Limited in 2005. An impairment test has been performed on the carrying value of goodwill based on value-in-use calculations.

The value-in-use calculations have used pre-tax cash flow projections based on the financial budgets approved by management covering a five year period. The budgets are based on past experience and identified initiatives in respect of revenues, variable and fixed costs, player and capital expenditure and working capital assumptions. For each accounting period, cash flows beyond the five year period are extrapolated using a terminal growth rate of 2.5% ~~(2011:~~(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% ~~(2011: 11.61%~~) for each period, and certain assumptions around progression in domestic and European cup competitions, notably the UEFA Champions League.

Management determined budgeted revenue growth based on historic performance and its expectations of market development. The discount rates are pre-tax and reflect the specific risks relating to the business.

The following ~~sensitivity analysis was performed:~~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.

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.

The accounting classification of each category of financial instruments, and their carrying values, is set out in the following table:

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 value				Carrying amount						Fair value

	2012 £'000			2011 £'000			2012 £'000		2011 £'000		2013 £'000			2012 £'000			2013 £'000		2012 £'000
Senior secured notes		428,413			451,438			463,240		485,527		177,489			428,413			189,026		463,240
Unamortised issue discount and debt finance costs		(17,828	)		(20,204	)		—		—
Unamortized issue discount and debt finance costs												(5,992	)		(17,828	)		—		—

		410,585			431,234			463,240		485,527		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.

	2012					2011					2013					2012

	Assets £'000		Liabilities £'000			Assets £'000		Liabilities £'000			Assets £'000		Liabilities £'000			Assets £'000		Liabilities £'000
Derivatives that are designated and effective as hedging instruments carried at fair value:
Forward foreign exchange contracts		876		—			—		(630	)		260		(29	)		876		—
Financial instruments carried at fair value through profit or loss:
Interest rate swaps		—		(1,685	)		—		(1,404	)		—		(1,337	)		—		(1,685	)
Forward foreign exchange contracts		91		—			—		—			—		—			91		—

		967		(1,685	)		—		(2,034	)		260		(1,366	)		967		(1,685	)

Less non-current portion:
Financial instruments carried at fair value through profit or loss:
Interest rate swaps		—		(1,685	)		—		—			—		(1,337	)		—		(1,685	)

Non-current derivative financial instruments		—		(1,685	)		—		—			—		(1,337	)		—		(1,685	)

Current derivative financial instruments		967		—			—		(2,034	)		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 ~~29.~~32.



Trade receivables	51,425		31,525		39,530		51,425
Less: provision for impairment of trade receivables	(2,586	)	(2,680	)	(6,055	)	(2,586	)

Net trade receivables	48,839		28,845		33,475		48,839
Other receivables	1,180		10,000		85		1,180
Accrued revenue	16,519		16,681		24,621		16,519

	66,538		55,526		58,181		66,538
Prepayments	10,625		9,877		12,021		10,625

	77,163		65,403		70,202		77,163

Less: non-current portion:
Trade receivables	3,000		—		1,583		3,000
Other receivables (note 30.1)	—		10,000

Non-current trade and other receivables	3,000		10,000		1,583		3,000

Current trade and other receivables	74,163		55,403		68,619		74,163

Net trade receivables include transfer fees receivable from other football clubs of ~~£6,879,000 (2011: £4,154,000)~~£7,913,000 (2012: £6,879,000) of which ~~£3,000,000 (2011: £nil)~~£1,583,000 (2012: £3,000,000) is receivable after more than one year. Net trade receivables also include ~~£35,637,000 (2011: £18,400,000)~~£15,712,000 (2012: £35,637,000) of deferred revenue that is contractually payable to the ~~Company,~~Group, but recorded in advance of the earnings process, with corresponding amounts recorded as current deferred revenue liabilities.

The £2,500,000 tax receivable ~~relates~~related to tax withheld at 25% of the loans made to ~~Directors~~directors during 2009 under s455 CTA 2010. The corresponding liability was paid on 1 April 2010 and iswas recoverable upon repayment of the ~~Directors'~~directors' loans. The loans were repaid on 25 April 2012.

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

Trade payables include transfer fees and other associated costs in relation to the acquisition of players' registrations of £28,877,000 (2011: £64,232,000) of which £6,230,000 (2011: £9,301,000) is due after more than one year.

Other payables include the deferred element of a terminated interest rate swap (related to the former secured senior facilities) of £18,282,000 (2011: £22,437,000) of which £13,655,000 (2011: £18,282,000) is due after more than one year. This is being repaid to the bank counterparties over 6 years from 2010 and accrues interest at an effective interest rate of 5.13%.

The secured bank loan of £6,828,000 (2011: £7,166,000) comprises a bank loan within Alderley Urban Investments Limited, a subsidiary of Manchester United Limited, that attracts interest of Libor + 1%. £2,629,000 is repayable in quarterly instalments through to July 2018, with the remaining balance of £4,199,000 being re-payable at par on 9 July 2018. The loan is secured by way of a first legal charge over a Group investment property, known as the Manchester International Freight Terminal, and the loan is also guaranteed by Manchester United Limited.

Other borrowings comprise loan stock of £4,443,000 (2011: £4,668,000) which is unsecured and is issued to the minority shareholder of MUTV Limited (a subsidiary of Manchester United Limited). The loan stock accrues interest at Libor + 1% to 1.5% and was repayable at par in 2007, subject to the availability of free cash flows within MUTV Limited. Based on current projections it is estimated that the loan will be repaid over approximately 17 years.

The senior secured notes are secured by a first-ranking lien over all shares and substantially all property and assets of the issuer and guarantors, which by definition incorporates Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited. The notes are listed on the Luxembourg stock exchange and are traded on the Euro MTF market. The notes are due for repayment in 2017 and interest is paid semi-annually.

~~The Group has the option to redeem up to 35% of the aggregate principal amount of the senior secured notes originally issued at any time prior to their 2017 repayment date by paying a specified~~

premium on the principal amounts redeemed dependant on the date of redemption. During the year ended 30 June 2012 the Group repurchased the Pounds Sterling equivalent of £28,211,000 (2011: £63,846,000) of senior secured notes comprising £14,000,000 (2011: £58,225,000) of Pounds Sterling senior secured notes and US$23,000,000 (2011: US$9,000,000) of US Dollar denominated senior secured notes. The consideration paid amounted to £30,391,000 (2011: £67,357,000) including a premium on repurchase of £2,180,000 (2011: £3,511,000). The premium on repurchase and consequent accelerated amortisation of issue discount and debt finance costs are immediately recognised in the income statement—see note 7. The original senior secured note issue comprised principal amounts of £250 million of Pounds Sterling senior secured notes and US$425 million of US Dollar denominated senior secured notes. At 30 June 2012 the cumulative amounts repurchased comprised principal amounts of £72,225,000 of Pounds Sterling senior secured notes and US$32,000,000 of US Dollar denominated senior secured notes. The repurchased senior secured notes were retired subsequent to the reporting date.

~~The Group also has undrawn committed borrowing facilities of £75,000,000 (2011: £75,000,000). No drawdowns were made from these facilities during 2012 or 2011.~~

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.~~

Non-cash movements largely comprise the foreign exchange loss arising on translation of US Dollar denominated senior secured notes, the movement on accrued interest on the senior secured notes and amortisation of issue discount, debt finance and debt issue costs.

Non-cash movements largely comprise the foreign exchange gain arising on translation of US Dollar denominated senior secured notes, offset by movement on accrued interest on the senior secured notes and amortisation of issue discount, debt finance and debt issue costs.

~~The provision relates entirely to an onerous property lease in the Republic of Ireland which contains a break clause that may be exercised in 2015. The movement in the provision is as follows:~~

~~The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period:~~

Deferred tax assets are recognised on losses carried forward only to the extent that it is probable that they will be available for use against future profits and that there will be sufficient future taxable

~~profit available against which the temporary differences can be utilised. At 30 June 2012 the Group has no accessible unrecognised tax losses (2011: gross £92.6 million).~~

~~Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances:~~

Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the year, as adjusted for the reorganisation transactions described in note 1. As a result of these reorganisation transactions, the adjusted weighted average number of Manchester United plc ordinary shares in issue during the year is calculated as 155,352,366 (class A and class B) for the three years ended 30 June 2012, 2011 and 2010. As a result of this post balance sheet reorganisation, the number of shares used in the earnings per share calculation is not consistent with balance sheet disclosures in note 24.1.The Company did not have any dilutive shares during the year (2011: none; 2010: none).

Following the ~~reorganisation transaction,~~reorganization transactions, described more fully in note 1,1.1, 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.

~~At 30 June~~ 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, ~~the Group had no material contingent liabilities in respect of legal claims arising in the ordinary course of business.~~

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.

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.

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.

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).

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%.

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 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.

The following tables provide a reconciliation of the movement in the Group's net debt.

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.

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.

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:

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:

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:

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.

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

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.

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:

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.

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:



Not later than 1 year	2,668	1,647	2,770	2,668
Later than 1 year and no later than 5 years	5,610	5,410	3,167	5,610
Later than 5 years	4,352	4,436	4,274	4,352

	12,630	11,493	10,211	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 ~~22)~~25).

AtAs of 30 June ~~2012,~~2013, the Group had capital commitments relating to property, plant and equipment amounting to ~~£8.3~~£7.9 million ~~(2011: £1.3~~(2012: £8.3 million).

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts, in excess of the amounts included in the cost of players' registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognised within the cost of players' registrations when the Company considers that it is probable that the condition related to the payment will be achieved. For MUFC appearances, the Company estimates the probability of the player achieving the contracted number of appearances. The conditions relating to the signing of a new contract and international appearances are only considered to be probable once they have been achieved. The maximum additional amounts that could be payable is ~~£19,371,000 (2011: £19,822,000)~~£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 ~~(2011~~(2012 and ~~2010:~~2011: no material adjustments) and consequently there was no material impact on the ~~amortisation~~amortization of players' registration charges in the income statement ~~(2011~~(2012 and ~~2010:~~2011: no material impact).

AtAs of 30 June 2013 the potential amount payable by type of condition and category of player was:

As of 30 June 2012 the potential amount payable by type of condition and category of player was:

~~At 30 June 2011 the potential amount payable by type of condition and category of player was:~~



Type of condition:
MUFC appearances/new contract	11,526	5,901	17,427	9,577	6,734	16,311
International appearances	2,050	345	2,395	2,700	360	3,060

	13,576	6,246	19,822	12,277	7,094	19,371

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 atof 31 August 2011, the Group has been advised that the overall deficit of the Scheme has increased to £25,700,000. A charge of ~~£1,792,000~~£nil has been made to the income statement during the ~~period (2011: £nil; 2010: £nil)~~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 atof 30 June ~~2012~~2013 amounts to ~~£204,743 (2011: £167,330)~~£229,000 (2012: £205,000) due within one year and ~~£2,420,075 (2011: £833,405)~~£2,191,000 (2012: £2,420,000) due after more than one year and is included within other payables.

Contributions made to defined contribution pension arrangements are charged to the income statement in the period in which they become payable and for the year ended 30 June ~~2012~~2013 amounted to ~~£1,422,000 (2011: £1,428,000; 2010: £1,395,000)~~£1,798,000 (2012: £1,422,000; 2011: £1,428,000). As at 30 June ~~2012,~~2013, contributions of ~~£198,187 (2011: £186,810)~~£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.

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate ~~risk and cash flow~~ risk), credit risk and liquidity risk. The Group uses derivative financial instruments to hedge certain exposures, and has designated certain derivatives as hedges of cash flows (cash flow hedge).

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

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

	2012									2011									2013								2012

	Average exchange rate		Foreign currency FC'000		Notional value £'000			Fair value £'000		Average exchange rate		Foreign currency FC'000		Notional value £'000		Fair value £'000			Average exchange rate		Foreign currency €'000		Notional value £'000		Fair value £'000		Average exchange rate		Foreign currency €'000		Notional value £'000			Fair value £'000
Sell Euro		1.1886		28,109		23,649			876		1.1347		32,159		28,340		(630	)		1.1565		32,171		27,818		231		1.1886		28,109		23,649			876
Buy Euro		1.2506		11,000		(8,796	)		91		—		—		—		—			—		—		—		—		1.2506		11,000		(8,796	)		91

						14,853			967						28,340		(630	)						27,818		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 ~~is £666,000 (2011: losses of £466,000). It is anticipated that the~~was £666,000. The future income ~~will be~~was received ~~within~~in the ~~next 12 months, at which time~~financial year ended 30 June 2013 and consequently the amount deferred in equity ~~will be~~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:

2012

2011

2013

2012

Euro
€'000

US Dollar
        At 30 June ~~2012:~~2013:
•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£0.8~~£0.1 million higher ~~(2011: £1.6~~(2012: £0.8 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£1.0~~£0.1 million lower ~~(2011: £1.9~~(2012: £1.0 million lower).

•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£21.1~~£28.9 million higher ~~(2011: £21.0~~(2012: £21.1 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£25.8~~£24.8 million lower ~~(2011: £25.7~~(2012: £25.8 million lower).

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.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        The Group's interest rate risk arises from its borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's borrowings are denominated in ~~Pounds Sterling~~pounds sterling and US ~~Dollar.~~dollar. Full details of the Group's borrowings and associated interest rates can be found in note ~~21.~~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 ~~Limited~~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 2012 ~~2011~~
~~Principal~~
~~value of loan~~
~~outstanding~~
~~£'000~~
~~Rate~~
~~received~~ ~~Rate~~
~~paid~~ ~~Expiry~~
~~date~~ Principal value
~~value~~ of loan
outstanding
£'000 Rate
received Rate paid Expiry date ~~Rate~~Principal value
~~paid~~of loan
outstanding
£'000 ~~Expiry~~Rate
~~date~~received Rate paid Expiry date
*~~6,828~~6,469 - 4,199
3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018 *~~7,166~~6,828 - 4,199 3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018
*
The principal value of the interest rate swaps reduces with the secured bank loan repayment terms, see note ~~21.~~24.
        As atof 30 June ~~2012~~2013 the fair value of these interest rate swaps was a liability of ~~£1,685,000 (2011: £1,404,000)~~£1,337,000 (2012: £1,685,000).
~~Cash~~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

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
£'000
Up to 3 months past due
5,609 4,168
Over 3 months past due
731 72

6,340 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
£'000
Up to 3 months
1,053 19
Over 3 months
5,002 2,587

6,055 2,606

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

2013
£'000 2012
£'000
Brought forward
2,586 2,680
Provisions for receivables impairment
3,470 246
Receivables 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

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 ~~21.~~24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.
~~b)    Credit risk~~
        Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £137,141,000 (2011: £206,171,000). Management does not expect any material losses from non-performance by these counterparties and there are no significant concentrations of credit risk within the Group. Derivative financial instruments and cash and cash equivalents are placed with counterparties with a minimum Moody's rating of Aa3.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually required in advance of the season to which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements may be negotiated in individual contracts with terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract basis. Of the net total trade receivable balance of £48,839,000 (2011: £28,845,000), £6,879,000 (2011: £4,154,000) relates to amounts receivable from various other football clubs in relation to player trading and £37,555,000 (2011: £19,670,000) relates to commercial sponsorship.
        As at 30 June 2012, trade receivables of £44,579,000 (2011: £24,084,000) were neither past due nor impaired. Management considers that, based on historical information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality of trade receivables that are neither past due nor impaired is good.
        As at 30 June 2012, trade receivables of £4,240,000 (2011: £4,761,000) were past due but not impaired. These relate to independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

2012
£'000 2011
£'000
Up to 3 months
4,168 4,444
Over 3 months
72 317

4,240 4,761

        As at 30 June 2012, trade receivables of £2,606,000 (2011: £2,680,000) were impaired and provided for. The amount of the provision as at 30 June 2012 was £2,586,000 (2011: £2,680,000). The individually impaired receivables largely relate to a transfer fee receivable due from one football club, who have recently entered administration. The ageing of these receivables, based on due date, is as follows:

2012
£'000 2011
£'000
Up to 3 months
19 2,319
Over 3 months
2,587 361

2,606 2,680

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

2012
£'000 2011
£'000
Brought forward
2,680 2,080
Provisions for receivables impairment
246 600
Receivables written off during the year as uncollectible
(340 ) —

Carried forward
2,586 2,680

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
~~c)     Liquidity risk~~
        The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured loan notes and other borrowings as applicable. The annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the playing season. Ultimate responsibility for liquidity risk management rests with the Executive Directors of Manchester United Limited. The Directors use management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future liquidity. Details of the Group's borrowing facilities are set out in note 21.
        Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date, the Group held cash and cash equivalents of ~~£70,603,000 (2011: £150,645,000)~~£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
£'000 Less than
1 year
£'000 Between 1
and 2 years
£'000 Between 2
and 5 years
£'000 Over 5 years
£'000
Trade and other payables excluding social security and other taxes⁽¹⁾
69,258 9,351 14,081 1,732
Trade and other payables excluding social security and other taxes(1)
63,565 11,199 7,576 1,287
Borrowings
37,317 37,334 525,283 8,652 27,833 33,060 423,074 4,321

106,575 46,685 539,364 10,384 91,398 44,259 430,650 5,608
Non-trading⁽²⁾ and net settled derivative financial instruments:

Non-trading(2) and net settled derivative financial instruments:

cash outflow
383 332 852 60
cash inflow
(260 ) — — —

At 30 June 2013
91,521 44,591 431,502 5,668

Trade and other payables excluding social security and other taxes(1)
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading(2) and net settled derivative financial instruments:

cash outflow
348 329 862 297 348 329 862 297
cash inflow
(967 ) — — — (967 ) — — —

At 30 June 2012
105,956 47,014 540,226 10,681 105,956 47,014 540,226 10,681

Trade and other payables excluding social security and other taxes⁽¹⁾
103,391 13,616 19,433 627
Borrowings
39,411 39,425 118,360 482,250

142,802 53,041 137,793 482,877
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
1,001 353 939 569

At 30 June 2011
143,803 53,394 138,732 483,446

⁽¹⁾
Social security and other taxes are excluded from trade and other payables balance, as this analysis is required only for financial instruments.

⁽²⁾
Non-trading derivatives are included at their fair value at the reporting date.

Table of Contents

Notes to the consolidated financial statements (Continued)
2932 Financial risk management (Continued)
~~29.2~~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~~"equity attributable to owners of the ~~Company'~~parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including ~~'current~~"current and non-current ~~borrowings'~~borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note ~~21.~~24.
~~29.3~~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:
•
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;

•
Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

•
Level 3—inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2012
£'000 2011
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 16)
876 —
Derivative financial assets at fair value through profit or loss (note 16)
91 —
Liabilities

Derivative financial liabilities designated as cash flow hedges (note 16)
— (630 )
Derivative financial liabilities at fair value through profit or loss (note 16)
(1,685 ) (1,404 )

(718 ) (2,034 )

2013
£'000 2012
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 17)
260 876
Derivative financial assets at fair value through profit or loss (note 17)
— 91
Liabilities

Derivative 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.
3033 Related party transactions
        As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of ~~Delaware (see note 32.1).~~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

Table of Contents

Notes to the consolidated financial statements (Continued)
3033 Related party transactions (Continued)
~~Limited~~ Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.
        The following transactions were carried out with related parties:
~~30.1~~33.1 Loans to related parties
        ~~Outstanding~~A subsidiary company, Manchester United Limited, granted loans ~~granted~~ to certain directors ~~as at 30 June 2012 were £nil (2011: £10,000,000)~~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 ~~loans were repaid on 25 April 2012. Interest was~~interest rate charged on the loans from the date of issue atwas 5.5% per annum. Interest charged during the year amounted to ~~£457,491 (2011: £550,000; 2010: £550,000)~~£nil (2012: £457,491). The ~~amounts below represent the maximum balances during the year ended 30 June~~loans were repaid in full on 25 April 2012.

~~£'000~~
~~A Glazer~~
~~1,667~~
~~B Glazer~~
~~1,667~~
~~D Glazer~~
~~1,667~~
~~E Glazer~~
~~1,667~~
~~J Glazer~~
~~1,666~~
~~K Glazer~~
~~1,666~~
~~10,000~~
~~30.2~~33.2 Interest in senior secured notes
        KMr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US ~~Dollar~~dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by KMr. Kevin Glazer and certain members of his immediate family at 30 June ~~2012~~2013 was ~~US$10.6~~$7.3 million ~~(2011: US$10.6~~(2012: $10.6 million). The US ~~Dollar~~dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to KMr. Kevin Glazer and certain members of his immediate family during the year amounted to ~~£558,484 (2011: £379,180; 2010: £nil)~~£449,000 (2012: £558,000; 2011: £379,000) of which ~~£232,671 (2011: £227,762; 2010: £nil)~~£158,000 (2012: £233,000; 2011: £228,000) was accrued at the year end.
~~30.3~~33.3 Fees
        The Group incurred a management fee of ~~£3,000,000 (2011: £7,200,000; 2010: £3,125,000)~~£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.

Table of Contents

Notes to the consolidated financial statements (Continued)
3134 Subsidiaries
        The following companies are the principal subsidiary undertakings of the Company following the ~~reorganisation~~reorganization transactions described in note 1:1.1:
Subsidiaries
Principal activity Issued share
capital Description of
share classes
owned
Red Football Finance Limited
Finance company USD 0.01 100% Ordinary
Red Football Holdings Limited*Limited
Holding company GBP 1150,000,001 100% Ordinary
Red Football Shareholder Limited
Holding company GBP 99 100% Ordinary
Red Football Joint Venture Limited
Holding company GBP 99 100% Ordinary
Red Football Limited
Holding company GBP 99 100% Ordinary
Red Football Junior Limited
Holding company GBP 100 100% Ordinary
Manchester United Limited
~~Holding~~Commercial company GBP 26,519,248 100% Ordinary
Manchester United Football Club Limited
Professional football club GBP 1,008,546 100% Ordinary
MU Finance plc
Debt-holding company GBP 15,000,000 100% Ordinary
Manchester United Interactive Limited
Media company GBP 10,000 100% Ordinary
Manchester United Commercial Enterprises (Ireland) Limited
Property investment EUR 13 100% Ordinary
Alderley Urban Investments Limited
Property investment GBP 2 100% Ordinary
MUTV Limited
Subscription TV channel GBP 2,400 ~~66.7%~~100% Ordinary
        All of the above ~~were~~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 ~~was~~is incorporated and operates in Ireland.
3235 Events after the reporting date
~~32.1 Reorganisation transactions and initial public offering ("IPO")~~
        As disclosed in note 1, there was a reorganisation of the Group completed in August 2012 followed by an IPO. As a result of the reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.
        Immediately following the reorganisation on 9 August 2012, Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.
        Management expect that the reorganisation will result in the Company being treated as a US domestic corporation for tax purposes. As a result, the Company will be subject to US federal income tax (currently at a statutory rate of 35%) on worldwide income. Prior to the reorganisation, the Company had applied the UK statutory rate of 25.5% (2011 27.5%; 2010: 28%) to taxable income. Furthermore, the Company will be subject to both US and UK tax rules in the future whereas, prior to the reorganisation, the Company had been previously subject to only UK tax rules. The resulting

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~32 Events after the reporting date (Continued)~~
impact of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities prospectively from the date of the reorganisation.
~~32.2~~ Playing registrations
        The playing registrations of certain footballers have been disposed of, subsequent to 30 June ~~2012,~~2013, for total proceeds, net of associated costs, of ~~£6,478,000.~~£724,000. The associated net book value was ~~£1,898,000.~~£nil. These registrations have not been reclassified as held for sale as the associated net book value ~~is not considered to be material.~~was £nil.
        Subsequent to 30 June ~~2012~~2013 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of ~~£32,735,000.~~
~~32.3 Senior secured note purchases~~
        On 14 September 2012, the Company repurchased the sterling equivalent of £62,618,000 of senior secured notes comprising US$101,730,000 of US dollar denominated senior secured notes. The consideration paid amounted to £67,863,000. The repurchased senior secured notes have been retired.
~~32.4 Commercial revenue—shirt sponsor~~
        On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.£30,061,000.

Table of Contents

SIGNATURES
        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and ~~authorised~~authorized the undersigned to sign this annual report on its behalf.
Manchester United plc
(Registrant)

Date: 24 October ~~25, 2012~~2013

By:

/s/ EDWARD WOODWARD
Name: Edward Woodward
Title: Executive Vice Chairman
Table of Contents

EXHIBITS
1.1 Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August ~~2012.~~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).

~~4.2~~4.5

Premier League Handbook, Season 2013/14.

4.6

Premier League Handbook, Season 2012/~~13.~~

~~4.3~~

~~Premier League Handbook, Season 2011/12~~13 (included as Exhibit 10.4 to our Registration Statement on Form ~~F-1~~F-1/A (File No. 333-182535), filed with the SEC on 316 July 2012, as ~~amended.~~amended).

8.1

List of significant subsidiaries (included in note 3134 to our audited consolidated financial statements included in this ~~Form 20-F)~~Annual Report).

~~11.1~~

~~Code of Business Conduct and Ethics, dated 7 August 2012.~~

12.1

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

12.2

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

13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

Consent of PricewaterhouseCoopers LLP.

000

Euro
€'000

US Dollar
        At 30 June ~~2012:~~2013:
•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£0.8~~£0.1 million higher ~~(2011: £1.6~~(2012: £0.8 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£1.0~~£0.1 million lower ~~(2011: £1.9~~(2012: £1.0 million lower).

•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£21.1~~£28.9 million higher ~~(2011: £21.0~~(2012: £21.1 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£25.8~~£24.8 million lower ~~(2011: £25.7~~(2012: £25.8 million lower).

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.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        The Group's interest rate risk arises from its borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's borrowings are denominated in ~~Pounds Sterling~~pounds sterling and US ~~Dollar.~~dollar. Full details of the Group's borrowings and associated interest rates can be found in note ~~21.~~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 ~~Limited~~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 2012 ~~2011~~
~~Principal~~
~~value of loan~~
~~outstanding~~
~~£'000~~
~~Rate~~
~~received~~ ~~Rate~~
~~paid~~ ~~Expiry~~
~~date~~ Principal value
~~value~~ of loan
outstanding
£'000 Rate
received Rate paid Expiry date ~~Rate~~Principal value
~~paid~~of loan
outstanding
£'000 ~~Expiry~~Rate
~~date~~received Rate paid Expiry date
*~~6,828~~6,469 - 4,199
3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018 *~~7,166~~6,828 - 4,199 3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018
*
The principal value of the interest rate swaps reduces with the secured bank loan repayment terms, see note ~~21.~~24.
        As atof 30 June ~~2012~~2013 the fair value of these interest rate swaps was a liability of ~~£1,685,000 (2011: £1,404,000)~~£1,337,000 (2012: £1,685,000).
~~Cash~~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

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
£'000
Up to 3 months past due
5,609 4,168
Over 3 months past due
731 72

6,340 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
£'000
Up to 3 months
1,053 19
Over 3 months
5,002 2,587

6,055 2,606

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

2013
£'000 2012
£'000
Brought forward
2,586 2,680
Provisions for receivables impairment
3,470 246
Receivables 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

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 ~~21.~~24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.
~~b)    Credit risk~~
        Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £137,141,000 (2011: £206,171,000). Management does not expect any material losses from non-performance by these counterparties and there are no significant concentrations of credit risk within the Group. Derivative financial instruments and cash and cash equivalents are placed with counterparties with a minimum Moody's rating of Aa3.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually required in advance of the season to which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements may be negotiated in individual contracts with terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract basis. Of the net total trade receivable balance of £48,839,000 (2011: £28,845,000), £6,879,000 (2011: £4,154,000) relates to amounts receivable from various other football clubs in relation to player trading and £37,555,000 (2011: £19,670,000) relates to commercial sponsorship.
        As at 30 June 2012, trade receivables of £44,579,000 (2011: £24,084,000) were neither past due nor impaired. Management considers that, based on historical information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality of trade receivables that are neither past due nor impaired is good.
        As at 30 June 2012, trade receivables of £4,240,000 (2011: £4,761,000) were past due but not impaired. These relate to independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

2012
£'000 2011
£'000
Up to 3 months
4,168 4,444
Over 3 months
72 317

4,240 4,761

        As at 30 June 2012, trade receivables of £2,606,000 (2011: £2,680,000) were impaired and provided for. The amount of the provision as at 30 June 2012 was £2,586,000 (2011: £2,680,000). The individually impaired receivables largely relate to a transfer fee receivable due from one football club, who have recently entered administration. The ageing of these receivables, based on due date, is as follows:

2012
£'000 2011
£'000
Up to 3 months
19 2,319
Over 3 months
2,587 361

2,606 2,680

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

2012
£'000 2011
£'000
Brought forward
2,680 2,080
Provisions for receivables impairment
246 600
Receivables written off during the year as uncollectible
(340 ) —

Carried forward
2,586 2,680

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
~~c)     Liquidity risk~~
        The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured loan notes and other borrowings as applicable. The annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the playing season. Ultimate responsibility for liquidity risk management rests with the Executive Directors of Manchester United Limited. The Directors use management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future liquidity. Details of the Group's borrowing facilities are set out in note 21.
        Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date, the Group held cash and cash equivalents of ~~£70,603,000 (2011: £150,645,000)~~£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
£'000
Trade and other payables excluding social security and other taxes⁽¹⁾
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
348 329 862 297
cash inflow
(967 ) — — —

At 30 June 2012
105,956 47,014 540,226 10,681

Trade and other payables excluding social security and other taxes⁽¹⁾
103,391 13,616 19,433 627
Borrowings
39,411 39,425 118,360 482,250

142,802 53,041 137,793 482,877
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
1,001 353 939 569

At 30 June 2011
143,803 53,394 138,732 483,446

Less than
1 year
£'000 Between 1
and 2 years
£'000 Between 2
and 5 years
£'000 Over 5 years
£'000
Trade and other payables excluding social security and other taxes(1)
63,565 11,199 7,576 1,287
Borrowings
27,833 33,060 423,074 4,321

91,398 44,259 430,650 5,608
Non-trading(2) and net settled derivative financial instruments:

cash outflow
383 332 852 60
cash inflow
(260 ) — — —

At 30 June 2013
91,521 44,591 431,502 5,668

Trade and other payables excluding social security and other taxes(1)
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading(2) and net settled derivative financial instruments:

cash outflow
348 329 862 297
cash 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.

Table of Contents

Notes to the consolidated financial statements (Continued)
2932 Financial risk management (Continued)
~~29.2~~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~~"equity attributable to owners of the ~~Company'~~parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including ~~'current~~"current and non-current ~~borrowings'~~borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note ~~21.~~24.
~~29.3~~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:
•
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;

•
Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

•
Level 3—inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2012
£'000 2011
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 16)
876 —
Derivative financial assets at fair value through profit or loss (note 16)
91 —
Liabilities

Derivative financial liabilities designated as cash flow hedges (note 16)
— (630 )
Derivative financial liabilities at fair value through profit or loss (note 16)
(1,685 ) (1,404 )

(718 ) (2,034 )

2013
£'000 2012
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 17)
260 876
Derivative financial assets at fair value through profit or loss (note 17)
— 91
Liabilities

Derivative 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.
3033 Related party transactions
        As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of ~~Delaware (see note 32.1).~~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

Table of Contents

Notes to the consolidated financial statements (Continued)
3033 Related party transactions (Continued)
~~Limited~~ Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.
        The following transactions were carried out with related parties:
~~30.1~~33.1 Loans to related parties
        ~~Outstanding~~A subsidiary company, Manchester United Limited, granted loans ~~granted~~ to certain directors ~~as at 30 June 2012 were £nil (2011: £10,000,000)~~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 ~~loans were repaid on 25 April 2012. Interest was~~interest rate charged on the loans from the date of issue atwas 5.5% per annum. Interest charged during the year amounted to ~~£457,491 (2011: £550,000; 2010: £550,000)~~£nil (2012: £457,491). The ~~amounts below represent the maximum balances during the year ended 30 June~~loans were repaid in full on 25 April 2012.

~~£'000~~
~~A Glazer~~
~~1,667~~
~~B Glazer~~
~~1,667~~
~~D Glazer~~
~~1,667~~
~~E Glazer~~
~~1,667~~
~~J Glazer~~
~~1,666~~
~~K Glazer~~
~~1,666~~
~~10,000~~
~~30.2~~33.2 Interest in senior secured notes
        KMr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US ~~Dollar~~dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by KMr. Kevin Glazer and certain members of his immediate family at 30 June ~~2012~~2013 was ~~US$10.6~~$7.3 million ~~(2011: US$10.6~~(2012: $10.6 million). The US ~~Dollar~~dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to KMr. Kevin Glazer and certain members of his immediate family during the year amounted to ~~£558,484 (2011: £379,180; 2010: £nil)~~£449,000 (2012: £558,000; 2011: £379,000) of which ~~£232,671 (2011: £227,762; 2010: £nil)~~£158,000 (2012: £233,000; 2011: £228,000) was accrued at the year end.
~~30.3~~33.3 Fees
        The Group incurred a management fee of ~~£3,000,000 (2011: £7,200,000; 2010: £3,125,000)~~£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.

Table of Contents

Notes to the consolidated financial statements (Continued)
3134 Subsidiaries
        The following companies are the principal subsidiary undertakings of the Company following the ~~reorganisation~~reorganization transactions described in note 1:1.1:
Subsidiaries
Principal activity Issued share
capital Description of
share classes
owned
Red Football Finance Limited
Finance company USD 0.01 100% Ordinary
Red Football Holdings Limited*Limited
Holding company GBP 1150,000,001 100% Ordinary
Red Football Shareholder Limited
Holding company GBP 99 100% Ordinary
Red Football Joint Venture Limited
Holding company GBP 99 100% Ordinary
Red Football Limited
Holding company GBP 99 100% Ordinary
Red Football Junior Limited
Holding company GBP 100 100% Ordinary
Manchester United Limited
~~Holding~~Commercial company GBP 26,519,248 100% Ordinary
Manchester United Football Club Limited
Professional football club GBP 1,008,546 100% Ordinary
MU Finance plc
Debt-holding company GBP 15,000,000 100% Ordinary
Manchester United Interactive Limited
Media company GBP 10,000 100% Ordinary
Manchester United Commercial Enterprises (Ireland) Limited
Property investment EUR 13 100% Ordinary
Alderley Urban Investments Limited
Property investment GBP 2 100% Ordinary
MUTV Limited
Subscription TV channel GBP 2,400 ~~66.7%~~100% Ordinary
        All of the above ~~were~~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 ~~was~~is incorporated and operates in Ireland.
3235 Events after the reporting date
~~32.1 Reorganisation transactions and initial public offering ("IPO")~~
        As disclosed in note 1, there was a reorganisation of the Group completed in August 2012 followed by an IPO. As a result of the reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.
        Immediately following the reorganisation on 9 August 2012, Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.
        Management expect that the reorganisation will result in the Company being treated as a US domestic corporation for tax purposes. As a result, the Company will be subject to US federal income tax (currently at a statutory rate of 35%) on worldwide income. Prior to the reorganisation, the Company had applied the UK statutory rate of 25.5% (2011 27.5%; 2010: 28%) to taxable income. Furthermore, the Company will be subject to both US and UK tax rules in the future whereas, prior to the reorganisation, the Company had been previously subject to only UK tax rules. The resulting

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~32 Events after the reporting date (Continued)~~
impact of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities prospectively from the date of the reorganisation.
~~32.2~~ Playing registrations
        The playing registrations of certain footballers have been disposed of, subsequent to 30 June ~~2012,~~2013, for total proceeds, net of associated costs, of ~~£6,478,000.~~£724,000. The associated net book value was ~~£1,898,000.~~£nil. These registrations have not been reclassified as held for sale as the associated net book value ~~is not considered to be material.~~was £nil.
        Subsequent to 30 June ~~2012~~2013 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of ~~£32,735,000.~~
~~32.3 Senior secured note purchases~~
        On 14 September 2012, the Company repurchased the sterling equivalent of £62,618,000 of senior secured notes comprising US$101,730,000 of US dollar denominated senior secured notes. The consideration paid amounted to £67,863,000. The repurchased senior secured notes have been retired.
~~32.4 Commercial revenue—shirt sponsor~~
        On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.£30,061,000.

Table of Contents

SIGNATURES
        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and ~~authorised~~authorized the undersigned to sign this annual report on its behalf.
Manchester United plc
(Registrant)

Date: 24 October ~~25, 2012~~2013

By:

/s/ EDWARD WOODWARD
Name: Edward Woodward
Title: Executive Vice Chairman
Table of Contents

EXHIBITS
1.1 Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August ~~2012.~~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).

~~4.2~~4.5

Premier League Handbook, Season 2013/14.

4.6

Premier League Handbook, Season 2012/~~13.~~

~~4.3~~

~~Premier League Handbook, Season 2011/12~~13 (included as Exhibit 10.4 to our Registration Statement on Form ~~F-1~~F-1/A (File No. 333-182535), filed with the SEC on 316 July 2012, as ~~amended.~~amended).

8.1

List of significant subsidiaries (included in note 3134 to our audited consolidated financial statements included in this ~~Form 20-F)~~Annual Report).

~~11.1~~

~~Code of Business Conduct and Ethics, dated 7 August 2012.~~

12.1

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

12.2

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

13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

Consent of PricewaterhouseCoopers LLP.

000

Euro
€'000

US Dollar
        At 30 June ~~2012:~~2013:
•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£0.8~~£0.1 million higher ~~(2011: £1.6~~(2012: £0.8 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£1.0~~£0.1 million lower ~~(2011: £1.9~~(2012: £1.0 million lower).

•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£21.1~~£28.9 million higher ~~(2011: £21.0~~(2012: £21.1 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£25.8~~£24.8 million lower ~~(2011: £25.7~~(2012: £25.8 million lower).

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.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        The Group's interest rate risk arises from its borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's borrowings are denominated in ~~Pounds Sterling~~pounds sterling and US ~~Dollar.~~dollar. Full details of the Group's borrowings and associated interest rates can be found in note ~~21.~~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 ~~Limited~~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 2012 ~~2011~~
~~Principal~~
~~value of loan~~
~~outstanding~~
~~£'000~~
~~Rate~~
~~received~~ ~~Rate~~
~~paid~~ ~~Expiry~~
~~date~~ Principal value
~~value~~ of loan
outstanding
£'000 Rate
received Rate paid Expiry date ~~Rate~~Principal value
~~paid~~of loan
outstanding
£'000 ~~Expiry~~Rate
~~date~~received Rate paid Expiry date
*~~6,828~~6,469 - 4,199
3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018 *~~7,166~~6,828 - 4,199 3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018
*
The principal value of the interest rate swaps reduces with the secured bank loan repayment terms, see note ~~21.~~24.
        As atof 30 June ~~2012~~2013 the fair value of these interest rate swaps was a liability of ~~£1,685,000 (2011: £1,404,000)~~£1,337,000 (2012: £1,685,000).
~~Cash~~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

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
£'000
Up to 3 months past due
5,609 4,168
Over 3 months past due
731 72

6,340 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
£'000
Up to 3 months
1,053 19
Over 3 months
5,002 2,587

6,055 2,606

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

2013
£'000 2012
£'000
Brought forward
2,586 2,680
Provisions for receivables impairment
3,470 246
Receivables 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

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 ~~21.~~24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.
~~b)    Credit risk~~
        Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £137,141,000 (2011: £206,171,000). Management does not expect any material losses from non-performance by these counterparties and there are no significant concentrations of credit risk within the Group. Derivative financial instruments and cash and cash equivalents are placed with counterparties with a minimum Moody's rating of Aa3.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually required in advance of the season to which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements may be negotiated in individual contracts with terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract basis. Of the net total trade receivable balance of £48,839,000 (2011: £28,845,000), £6,879,000 (2011: £4,154,000) relates to amounts receivable from various other football clubs in relation to player trading and £37,555,000 (2011: £19,670,000) relates to commercial sponsorship.
        As at 30 June 2012, trade receivables of £44,579,000 (2011: £24,084,000) were neither past due nor impaired. Management considers that, based on historical information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality of trade receivables that are neither past due nor impaired is good.
        As at 30 June 2012, trade receivables of £4,240,000 (2011: £4,761,000) were past due but not impaired. These relate to independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

2012
£'000 2011
£'000
Up to 3 months
4,168 4,444
Over 3 months
72 317

4,240 4,761

        As at 30 June 2012, trade receivables of £2,606,000 (2011: £2,680,000) were impaired and provided for. The amount of the provision as at 30 June 2012 was £2,586,000 (2011: £2,680,000). The individually impaired receivables largely relate to a transfer fee receivable due from one football club, who have recently entered administration. The ageing of these receivables, based on due date, is as follows:

2012
£'000 2011
£'000
Up to 3 months
19 2,319
Over 3 months
2,587 361

2,606 2,680

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

2012
£'000 2011
£'000
Brought forward
2,680 2,080
Provisions for receivables impairment
246 600
Receivables written off during the year as uncollectible
(340 ) —

Carried forward
2,586 2,680

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
~~c)     Liquidity risk~~
        The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured loan notes and other borrowings as applicable. The annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the playing season. Ultimate responsibility for liquidity risk management rests with the Executive Directors of Manchester United Limited. The Directors use management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future liquidity. Details of the Group's borrowing facilities are set out in note 21.
        Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date, the Group held cash and cash equivalents of ~~£70,603,000 (2011: £150,645,000)~~£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
£'000
Trade and other payables excluding social security and other taxes⁽¹⁾
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
348 329 862 297
cash inflow
(967 ) — — —

At 30 June 2012
105,956 47,014 540,226 10,681

Trade and other payables excluding social security and other taxes⁽¹⁾
103,391 13,616 19,433 627
Borrowings
39,411 39,425 118,360 482,250

142,802 53,041 137,793 482,877
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
1,001 353 939 569

At 30 June 2011
143,803 53,394 138,732 483,446

Less than
1 year
£'000 Between 1
and 2 years
£'000 Between 2
and 5 years
£'000 Over 5 years
£'000
Trade and other payables excluding social security and other taxes(1)
63,565 11,199 7,576 1,287
Borrowings
27,833 33,060 423,074 4,321

91,398 44,259 430,650 5,608
Non-trading(2) and net settled derivative financial instruments:

cash outflow
383 332 852 60
cash inflow
(260 ) — — —

At 30 June 2013
91,521 44,591 431,502 5,668

Trade and other payables excluding social security and other taxes(1)
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading(2) and net settled derivative financial instruments:

cash outflow
348 329 862 297
cash 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.

Table of Contents

Notes to the consolidated financial statements (Continued)
2932 Financial risk management (Continued)
~~29.2~~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~~"equity attributable to owners of the ~~Company'~~parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including ~~'current~~"current and non-current ~~borrowings'~~borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note ~~21.~~24.
~~29.3~~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:
•
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;

•
Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

•
Level 3—inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2012
£'000 2011
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 16)
876 —
Derivative financial assets at fair value through profit or loss (note 16)
91 —
Liabilities

Derivative financial liabilities designated as cash flow hedges (note 16)
— (630 )
Derivative financial liabilities at fair value through profit or loss (note 16)
(1,685 ) (1,404 )

(718 ) (2,034 )

2013
£'000 2012
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 17)
260 876
Derivative financial assets at fair value through profit or loss (note 17)
— 91
Liabilities

Derivative 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.
3033 Related party transactions
        As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of ~~Delaware (see note 32.1).~~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

Table of Contents

Notes to the consolidated financial statements (Continued)
3033 Related party transactions (Continued)
~~Limited~~ Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.
        The following transactions were carried out with related parties:
~~30.1~~33.1 Loans to related parties
        ~~Outstanding~~A subsidiary company, Manchester United Limited, granted loans ~~granted~~ to certain directors ~~as at 30 June 2012 were £nil (2011: £10,000,000)~~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 ~~loans were repaid on 25 April 2012. Interest was~~interest rate charged on the loans from the date of issue atwas 5.5% per annum. Interest charged during the year amounted to ~~£457,491 (2011: £550,000; 2010: £550,000)~~£nil (2012: £457,491). The ~~amounts below represent the maximum balances during the year ended 30 June~~loans were repaid in full on 25 April 2012.

~~£'000~~
~~A Glazer~~
~~1,667~~
~~B Glazer~~
~~1,667~~
~~D Glazer~~
~~1,667~~
~~E Glazer~~
~~1,667~~
~~J Glazer~~
~~1,666~~
~~K Glazer~~
~~1,666~~
~~10,000~~
~~30.2~~33.2 Interest in senior secured notes
        KMr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US ~~Dollar~~dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by KMr. Kevin Glazer and certain members of his immediate family at 30 June ~~2012~~2013 was ~~US$10.6~~$7.3 million ~~(2011: US$10.6~~(2012: $10.6 million). The US ~~Dollar~~dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to KMr. Kevin Glazer and certain members of his immediate family during the year amounted to ~~£558,484 (2011: £379,180; 2010: £nil)~~£449,000 (2012: £558,000; 2011: £379,000) of which ~~£232,671 (2011: £227,762; 2010: £nil)~~£158,000 (2012: £233,000; 2011: £228,000) was accrued at the year end.
~~30.3~~33.3 Fees
        The Group incurred a management fee of ~~£3,000,000 (2011: £7,200,000; 2010: £3,125,000)~~£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.

Table of Contents

Notes to the consolidated financial statements (Continued)
3134 Subsidiaries
        The following companies are the principal subsidiary undertakings of the Company following the ~~reorganisation~~reorganization transactions described in note 1:1.1:
Subsidiaries
Principal activity Issued share
capital Description of
share classes
owned
Red Football Finance Limited
Finance company USD 0.01 100% Ordinary
Red Football Holdings Limited*Limited
Holding company GBP 1150,000,001 100% Ordinary
Red Football Shareholder Limited
Holding company GBP 99 100% Ordinary
Red Football Joint Venture Limited
Holding company GBP 99 100% Ordinary
Red Football Limited
Holding company GBP 99 100% Ordinary
Red Football Junior Limited
Holding company GBP 100 100% Ordinary
Manchester United Limited
~~Holding~~Commercial company GBP 26,519,248 100% Ordinary
Manchester United Football Club Limited
Professional football club GBP 1,008,546 100% Ordinary
MU Finance plc
Debt-holding company GBP 15,000,000 100% Ordinary
Manchester United Interactive Limited
Media company GBP 10,000 100% Ordinary
Manchester United Commercial Enterprises (Ireland) Limited
Property investment EUR 13 100% Ordinary
Alderley Urban Investments Limited
Property investment GBP 2 100% Ordinary
MUTV Limited
Subscription TV channel GBP 2,400 ~~66.7%~~100% Ordinary
        All of the above ~~were~~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 ~~was~~is incorporated and operates in Ireland.
3235 Events after the reporting date
~~32.1 Reorganisation transactions and initial public offering ("IPO")~~
        As disclosed in note 1, there was a reorganisation of the Group completed in August 2012 followed by an IPO. As a result of the reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.
        Immediately following the reorganisation on 9 August 2012, Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.
        Management expect that the reorganisation will result in the Company being treated as a US domestic corporation for tax purposes. As a result, the Company will be subject to US federal income tax (currently at a statutory rate of 35%) on worldwide income. Prior to the reorganisation, the Company had applied the UK statutory rate of 25.5% (2011 27.5%; 2010: 28%) to taxable income. Furthermore, the Company will be subject to both US and UK tax rules in the future whereas, prior to the reorganisation, the Company had been previously subject to only UK tax rules. The resulting

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~32 Events after the reporting date (Continued)~~
impact of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities prospectively from the date of the reorganisation.
~~32.2~~ Playing registrations
        The playing registrations of certain footballers have been disposed of, subsequent to 30 June ~~2012,~~2013, for total proceeds, net of associated costs, of ~~£6,478,000.~~£724,000. The associated net book value was ~~£1,898,000.~~£nil. These registrations have not been reclassified as held for sale as the associated net book value ~~is not considered to be material.~~was £nil.
        Subsequent to 30 June ~~2012~~2013 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of ~~£32,735,000.~~
~~32.3 Senior secured note purchases~~
        On 14 September 2012, the Company repurchased the sterling equivalent of £62,618,000 of senior secured notes comprising US$101,730,000 of US dollar denominated senior secured notes. The consideration paid amounted to £67,863,000. The repurchased senior secured notes have been retired.
~~32.4 Commercial revenue—shirt sponsor~~
        On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.£30,061,000.

Table of Contents

SIGNATURES
        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and ~~authorised~~authorized the undersigned to sign this annual report on its behalf.
Manchester United plc
(Registrant)

Date: 24 October ~~25, 2012~~2013

By:

/s/ EDWARD WOODWARD
Name: Edward Woodward
Title: Executive Vice Chairman
Table of Contents

EXHIBITS
1.1 Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August ~~2012.~~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).

~~4.2~~4.5

Premier League Handbook, Season 2013/14.

4.6

Premier League Handbook, Season 2012/~~13.~~

~~4.3~~

~~Premier League Handbook, Season 2011/12~~13 (included as Exhibit 10.4 to our Registration Statement on Form ~~F-1~~F-1/A (File No. 333-182535), filed with the SEC on 316 July 2012, as ~~amended.~~amended).

8.1

List of significant subsidiaries (included in note 3134 to our audited consolidated financial statements included in this ~~Form 20-F)~~Annual Report).

~~11.1~~

~~Code of Business Conduct and Ethics, dated 7 August 2012.~~

12.1

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

12.2

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

13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

Consent of PricewaterhouseCoopers LLP.

000

Euro
€'000

US Dollar
        At 30 June ~~2012:~~2013:
•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£0.8~~£0.1 million higher ~~(2011: £1.6~~(2012: £0.8 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the Euro, with all other variables held constant, equity and post-tax profit for the year would have been ~~£1.0~~£0.1 million lower ~~(2011: £1.9~~(2012: £1.0 million lower).

•
if ~~Pounds Sterling~~pounds sterling had strengthened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£21.1~~£28.9 million higher ~~(2011: £21.0~~(2012: £21.1 million higher).

•
if ~~Pounds Sterling~~pounds sterling had weakened by 10% against the US ~~Dollar,~~dollar, with all other variables held constant, equity and post-tax profit for the year would have been ~~£25.8~~£24.8 million lower ~~(2011: £25.7~~(2012: £25.8 million lower).

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.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        The Group's interest rate risk arises from its borrowings. Borrowings issued at variable interest rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's borrowings are denominated in ~~Pounds Sterling~~pounds sterling and US ~~Dollar.~~dollar. Full details of the Group's borrowings and associated interest rates can be found in note ~~21.~~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 ~~Limited~~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 2012 ~~2011~~
~~Principal~~
~~value of loan~~
~~outstanding~~
~~£'000~~
~~Rate~~
~~received~~ ~~Rate~~
~~paid~~ ~~Expiry~~
~~date~~ Principal value
~~value~~ of loan
outstanding
£'000 Rate
received Rate paid Expiry date ~~Rate~~Principal value
~~paid~~of loan
outstanding
£'000 ~~Expiry~~Rate
~~date~~received Rate paid Expiry date
*~~6,828~~6,469 - 4,199
3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018 *~~7,166~~6,828 - 4,199 3 month Libor Fixed ~~6.1%~~6.1 % 9 July 2018
*
The principal value of the interest rate swaps reduces with the secured bank loan repayment terms, see note ~~21.~~24.
        As atof 30 June ~~2012~~2013 the fair value of these interest rate swaps was a liability of ~~£1,685,000 (2011: £1,404,000)~~£1,337,000 (2012: £1,685,000).
~~Cash~~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

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
£'000
Up to 3 months past due
5,609 4,168
Over 3 months past due
731 72

6,340 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
£'000
Up to 3 months
1,053 19
Over 3 months
5,002 2,587

6,055 2,606

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

2013
£'000 2012
£'000
Brought forward
2,586 2,680
Provisions for receivables impairment
3,470 246
Receivables 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

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 ~~21.~~24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.
~~b)    Credit risk~~
        Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £137,141,000 (2011: £206,171,000). Management does not expect any material losses from non-performance by these counterparties and there are no significant concentrations of credit risk within the Group. Derivative financial instruments and cash and cash equivalents are placed with counterparties with a minimum Moody's rating of Aa3.

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
        Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually required in advance of the season to which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements may be negotiated in individual contracts with terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract basis. Of the net total trade receivable balance of £48,839,000 (2011: £28,845,000), £6,879,000 (2011: £4,154,000) relates to amounts receivable from various other football clubs in relation to player trading and £37,555,000 (2011: £19,670,000) relates to commercial sponsorship.
        As at 30 June 2012, trade receivables of £44,579,000 (2011: £24,084,000) were neither past due nor impaired. Management considers that, based on historical information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality of trade receivables that are neither past due nor impaired is good.
        As at 30 June 2012, trade receivables of £4,240,000 (2011: £4,761,000) were past due but not impaired. These relate to independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

2012
£'000 2011
£'000
Up to 3 months
4,168 4,444
Over 3 months
72 317

4,240 4,761

        As at 30 June 2012, trade receivables of £2,606,000 (2011: £2,680,000) were impaired and provided for. The amount of the provision as at 30 June 2012 was £2,586,000 (2011: £2,680,000). The individually impaired receivables largely relate to a transfer fee receivable due from one football club, who have recently entered administration. The ageing of these receivables, based on due date, is as follows:

2012
£'000 2011
£'000
Up to 3 months
19 2,319
Over 3 months
2,587 361

2,606 2,680

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

2012
£'000 2011
£'000
Brought forward
2,680 2,080
Provisions for receivables impairment
246 600
Receivables written off during the year as uncollectible
(340 ) —

Carried forward
2,586 2,680

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~29 Financial risk management (Continued)~~
~~c)     Liquidity risk~~
        The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured loan notes and other borrowings as applicable. The annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the playing season. Ultimate responsibility for liquidity risk management rests with the Executive Directors of Manchester United Limited. The Directors use management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future liquidity. Details of the Group's borrowing facilities are set out in note 21.
        Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date, the Group held cash and cash equivalents of ~~£70,603,000 (2011: £150,645,000)~~£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
£'000
Trade and other payables excluding social security and other taxes⁽¹⁾
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
348 329 862 297
cash inflow
(967 ) — — —

At 30 June 2012
105,956 47,014 540,226 10,681

Trade and other payables excluding social security and other taxes⁽¹⁾
103,391 13,616 19,433 627
Borrowings
39,411 39,425 118,360 482,250

142,802 53,041 137,793 482,877
Non-trading⁽²⁾ and net settled derivative financial instruments:

cash outflow
1,001 353 939 569

At 30 June 2011
143,803 53,394 138,732 483,446

Less than
1 year
£'000 Between 1
and 2 years
£'000 Between 2
and 5 years
£'000 Over 5 years
£'000
Trade and other payables excluding social security and other taxes(1)
63,565 11,199 7,576 1,287
Borrowings
27,833 33,060 423,074 4,321

91,398 44,259 430,650 5,608
Non-trading(2) and net settled derivative financial instruments:

cash outflow
383 332 852 60
cash inflow
(260 ) — — —

At 30 June 2013
91,521 44,591 431,502 5,668

Trade and other payables excluding social security and other taxes(1)
69,258 9,351 14,081 1,732
Borrowings
37,317 37,334 525,283 8,652

106,575 46,685 539,364 10,384
Non-trading(2) and net settled derivative financial instruments:

cash outflow
348 329 862 297
cash 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.

Table of Contents

Notes to the consolidated financial statements (Continued)
2932 Financial risk management (Continued)
~~29.2~~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~~"equity attributable to owners of the ~~Company'~~parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including ~~'current~~"current and non-current ~~borrowings'~~borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note ~~21.~~24.
~~29.3~~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:
•
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;

•
Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

•
Level 3—inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2012
£'000 2011
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 16)
876 —
Derivative financial assets at fair value through profit or loss (note 16)
91 —
Liabilities

Derivative financial liabilities designated as cash flow hedges (note 16)
— (630 )
Derivative financial liabilities at fair value through profit or loss (note 16)
(1,685 ) (1,404 )

(718 ) (2,034 )

2013
£'000 2012
£'000
Assets

Derivative financial assets designated as cash flow hedges (note 17)
260 876
Derivative financial assets at fair value through profit or loss (note 17)
— 91
Liabilities

Derivative 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.
3033 Related party transactions
        As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of ~~Delaware (see note 32.1).~~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

Table of Contents

Notes to the consolidated financial statements (Continued)
3033 Related party transactions (Continued)
~~Limited~~ Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.
        The following transactions were carried out with related parties:
~~30.1~~33.1 Loans to related parties
        ~~Outstanding~~A subsidiary company, Manchester United Limited, granted loans ~~granted~~ to certain directors ~~as at 30 June 2012 were £nil (2011: £10,000,000)~~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 ~~loans were repaid on 25 April 2012. Interest was~~interest rate charged on the loans from the date of issue atwas 5.5% per annum. Interest charged during the year amounted to ~~£457,491 (2011: £550,000; 2010: £550,000)~~£nil (2012: £457,491). The ~~amounts below represent the maximum balances during the year ended 30 June~~loans were repaid in full on 25 April 2012.

~~£'000~~
~~A Glazer~~
~~1,667~~
~~B Glazer~~
~~1,667~~
~~D Glazer~~
~~1,667~~
~~E Glazer~~
~~1,667~~
~~J Glazer~~
~~1,666~~
~~K Glazer~~
~~1,666~~
~~10,000~~
~~30.2~~33.2 Interest in senior secured notes
        KMr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US ~~Dollar~~dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by KMr. Kevin Glazer and certain members of his immediate family at 30 June ~~2012~~2013 was ~~US$10.6~~$7.3 million ~~(2011: US$10.6~~(2012: $10.6 million). The US ~~Dollar~~dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to KMr. Kevin Glazer and certain members of his immediate family during the year amounted to ~~£558,484 (2011: £379,180; 2010: £nil)~~£449,000 (2012: £558,000; 2011: £379,000) of which ~~£232,671 (2011: £227,762; 2010: £nil)~~£158,000 (2012: £233,000; 2011: £228,000) was accrued at the year end.
~~30.3~~33.3 Fees
        The Group incurred a management fee of ~~£3,000,000 (2011: £7,200,000; 2010: £3,125,000)~~£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.

Table of Contents

Notes to the consolidated financial statements (Continued)
3134 Subsidiaries
        The following companies are the principal subsidiary undertakings of the Company following the ~~reorganisation~~reorganization transactions described in note 1:1.1:
Subsidiaries
Principal activity Issued share
capital Description of
share classes
owned
Red Football Finance Limited
Finance company USD 0.01 100% Ordinary
Red Football Holdings Limited*Limited
Holding company GBP 1150,000,001 100% Ordinary
Red Football Shareholder Limited
Holding company GBP 99 100% Ordinary
Red Football Joint Venture Limited
Holding company GBP 99 100% Ordinary
Red Football Limited
Holding company GBP 99 100% Ordinary
Red Football Junior Limited
Holding company GBP 100 100% Ordinary
Manchester United Limited
~~Holding~~Commercial company GBP 26,519,248 100% Ordinary
Manchester United Football Club Limited
Professional football club GBP 1,008,546 100% Ordinary
MU Finance plc
Debt-holding company GBP 15,000,000 100% Ordinary
Manchester United Interactive Limited
Media company GBP 10,000 100% Ordinary
Manchester United Commercial Enterprises (Ireland) Limited
Property investment EUR 13 100% Ordinary
Alderley Urban Investments Limited
Property investment GBP 2 100% Ordinary
MUTV Limited
Subscription TV channel GBP 2,400 ~~66.7%~~100% Ordinary
        All of the above ~~were~~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 ~~was~~is incorporated and operates in Ireland.
3235 Events after the reporting date
~~32.1 Reorganisation transactions and initial public offering ("IPO")~~
        As disclosed in note 1, there was a reorganisation of the Group completed in August 2012 followed by an IPO. As a result of the reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.
        Immediately following the reorganisation on 9 August 2012, Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.
        Management expect that the reorganisation will result in the Company being treated as a US domestic corporation for tax purposes. As a result, the Company will be subject to US federal income tax (currently at a statutory rate of 35%) on worldwide income. Prior to the reorganisation, the Company had applied the UK statutory rate of 25.5% (2011 27.5%; 2010: 28%) to taxable income. Furthermore, the Company will be subject to both US and UK tax rules in the future whereas, prior to the reorganisation, the Company had been previously subject to only UK tax rules. The resulting

~~Table of Contents~~

~~Notes to the consolidated financial statements (Continued)~~
~~32 Events after the reporting date (Continued)~~
impact of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities prospectively from the date of the reorganisation.
~~32.2~~ Playing registrations
        The playing registrations of certain footballers have been disposed of, subsequent to 30 June ~~2012,~~2013, for total proceeds, net of associated costs, of ~~£6,478,000.~~£724,000. The associated net book value was ~~£1,898,000.~~£nil. These registrations have not been reclassified as held for sale as the associated net book value ~~is not considered to be material.~~was £nil.
        Subsequent to 30 June ~~2012~~2013 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of ~~£32,735,000.~~
~~32.3 Senior secured note purchases~~
        On 14 September 2012, the Company repurchased the sterling equivalent of £62,618,000 of senior secured notes comprising US$101,730,000 of US dollar denominated senior secured notes. The consideration paid amounted to £67,863,000. The repurchased senior secured notes have been retired.
~~32.4 Commercial revenue—shirt sponsor~~
        On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.£30,061,000.

Table of Contents

SIGNATURES
        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and ~~authorised~~authorized the undersigned to sign this annual report on its behalf.
Manchester United plc
(Registrant)

Date: 24 October ~~25, 2012~~2013

By:

/s/ EDWARD WOODWARD
Name: Edward Woodward
Title: Executive Vice Chairman
Table of Contents

EXHIBITS
1.1 Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August ~~2012.~~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).

~~4.2~~4.5

Premier League Handbook, Season 2013/14.

4.6

Premier League Handbook, Season 2012/~~13.~~

~~4.3~~

~~Premier League Handbook, Season 2011/12~~13 (included as Exhibit 10.4 to our Registration Statement on Form ~~F-1~~F-1/A (File No. 333-182535), filed with the SEC on 316 July 2012, as ~~amended.~~amended).

8.1

List of significant subsidiaries (included in note 3134 to our audited consolidated financial statements included in this ~~Form 20-F)~~Annual Report).

~~11.1~~

~~Code of Business Conduct and Ethics, dated 7 August 2012.~~

12.1

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

12.2

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

13.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1

Consent of PricewaterhouseCoopers LLP.

000

Monetary assets

9,450

60,114

1,899

52,136

1,739

86,937

9,450

60,114

Monetary liabilities

(20,168

)

(423,591

)

(21,145

)

(422,612

)

(3,033

)

(584,841

)

(20,168

)

(423,591

)

(10,718

)

(363,477

)

(19,246

)

(370,476

)

(1,294

)

(497,904

)

(10,718

)

(363,477

)

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~~pounds sterling and US ~~Dollar.~~dollar. Full details of the Group's borrowings and associated interest rates can be found in note ~~21.~~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 ~~Limited~~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:

As atof 30 June ~~2012~~2013 the fair value of these interest rate swaps was a liability of ~~£1,685,000 (2011: £1,404,000)~~£1,337,000 (2012: £1,685,000).

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.

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:

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:

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

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 ~~21.~~24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £137,141,000 (2011: £206,171,000). Management does not expect any material losses from non-performance by these counterparties and there are no significant concentrations of credit risk within the Group. Derivative financial instruments and cash and cash equivalents are placed with counterparties with a minimum Moody's rating of Aa3.

Credit terms offered by the Group vary depending on the type of sale. For seasonal match day facilities and sponsorship contracts, payment is usually required in advance of the season to which the sale relates. For other sales the credit terms typically range from 14 - 30 days, although specific agreements may be negotiated in individual contracts with terms beyond 30 days. For player transfer activities, credit terms are determined on a contract by contract basis. Of the net total trade receivable balance of £48,839,000 (2011: £28,845,000), £6,879,000 (2011: £4,154,000) relates to amounts receivable from various other football clubs in relation to player trading and £37,555,000 (2011: £19,670,000) relates to commercial sponsorship.

As at 30 June 2012, trade receivables of £44,579,000 (2011: £24,084,000) were neither past due nor impaired. Management considers that, based on historical information about default rates and the current strength of relationships (a number of which are recurring long term relationships) the credit quality of trade receivables that are neither past due nor impaired is good.

As at 30 June 2012, trade receivables of £4,240,000 (2011: £4,761,000) were past due but not impaired. These relate to independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

As at 30 June 2012, trade receivables of £2,606,000 (2011: £2,680,000) were impaired and provided for. The amount of the provision as at 30 June 2012 was £2,586,000 (2011: £2,680,000). The individually impaired receivables largely relate to a transfer fee receivable due from one football club, who have recently entered administration. The ageing of these receivables, based on due date, is as follows:

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

The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured loan notes and other borrowings as applicable. The annual cash flow is cyclical in nature with a significant portion of cash inflows being received prior to the start of the playing season. Ultimate responsibility for liquidity risk management rests with the Executive Directors of Manchester United Limited. The Directors use management information tools including budgets and cash flow forecasts to constantly monitor and manage current and future liquidity. Details of the Group's borrowing facilities are set out in note 21.

Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date, the Group held cash and cash equivalents of ~~£70,603,000 (2011: £150,645,000)~~£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.

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~~"equity attributable to owners of the ~~Company'~~parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including ~~'current~~"current and non-current ~~borrowings'~~borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note ~~21.~~24.

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:

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.

As described in note 1.1, the immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of ~~Delaware (see note 32.1).~~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

~~Limited~~ Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.

~~Outstanding~~A subsidiary company, Manchester United Limited, granted loans ~~granted~~ to certain directors ~~as at 30 June 2012 were £nil (2011: £10,000,000)~~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 ~~loans were repaid on 25 April 2012. Interest was~~interest rate charged on the loans from the date of issue atwas 5.5% per annum. Interest charged during the year amounted to ~~£457,491 (2011: £550,000; 2010: £550,000)~~£nil (2012: £457,491). The ~~amounts below represent the maximum balances during the year ended 30 June~~loans were repaid in full on 25 April 2012.

KMr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US ~~Dollar~~dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by KMr. Kevin Glazer and certain members of his immediate family at 30 June ~~2012~~2013 was ~~US$10.6~~$7.3 million ~~(2011: US$10.6~~(2012: $10.6 million). The US ~~Dollar~~dollar denominated notes attract a fixed coupon rate of 8.375%. Interest payable to KMr. Kevin Glazer and certain members of his immediate family during the year amounted to ~~£558,484 (2011: £379,180; 2010: £nil)~~£449,000 (2012: £558,000; 2011: £379,000) of which ~~£232,671 (2011: £227,762; 2010: £nil)~~£158,000 (2012: £233,000; 2011: £228,000) was accrued at the year end.

The Group incurred a management fee of ~~£3,000,000 (2011: £7,200,000; 2010: £3,125,000)~~£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.

The following companies are the principal subsidiary undertakings of the Company following the ~~reorganisation~~reorganization transactions described in note 1:1.1:

All of the above ~~were~~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 ~~was~~is incorporated and operates in Ireland.

As disclosed in note 1, there was a reorganisation of the Group completed in August 2012 followed by an IPO. As a result of the reorganisation transactions, Red Football Shareholder Limited became a wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc.

Immediately following the reorganisation on 9 August 2012, Manchester United plc, an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. On 10 August 2012, the Company issued a further 8,333,334 Class A ordinary shares at an issue price of US$14 per share and listed such shares on the NYSE. Net of underwriting costs and discounts, proceeds of US$110,250,000 were received.

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

impact of the tax rate and rules changes on the tax position of the Company are still being assessed but will impact the effective tax rate applied to profits and tax related assets and liabilities prospectively from the date of the reorganisation.

The playing registrations of certain footballers have been disposed of, subsequent to 30 June ~~2012,~~2013, for total proceeds, net of associated costs, of ~~£6,478,000.~~£724,000. The associated net book value was ~~£1,898,000.~~£nil. These registrations have not been reclassified as held for sale as the associated net book value ~~is not considered to be material.~~was £nil.

Subsequent to 30 June ~~2012~~2013 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of ~~£32,735,000.~~

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

On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement with General Motors for Chevrolet to become our exclusive shirt sponsor, beginning in our 2014/15 season. The term of the agreement runs through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We will also receive approximately $18.6 million in fees in each of the 2012/13 season and 2013/14 season under the terms of our new shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payable through the end of the 2020/21 season under our new shirt sponsorship agreement is approximately $559 million.£30,061,000.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and ~~authorised~~authorized the undersigned to sign this annual report on its behalf.


(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 30 June ~~30, 2012~~2013
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Title of each class		Name of each exchange on which registered

Class A ordinary shares, par value $0.0005 per share		New York Stock Exchange



GENERAL INFORMATION		ii
~~REORGANISATION~~ REORGANIZATION TRANSACTIONS AND INITIAL PUBLIC OFFERING		ii
PRESENTATION OF FINANCIAL AND OTHER DATA		iii
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY		iii
FORWARD-LOOKING STATEMENTS		iii
MARKET AND INDUSTRY DATA		v
PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	2425
ITEM 4A.	UNRESOLVED STAFF COMMENTS	4951
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	4951
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	7476
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	8487
ITEM 8.	FINANCIAL INFORMATION	8689
ITEM 9.	THE OFFER AND LISTING	8891
ITEM 10.	ADDITIONAL INFORMATION	8891
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9497
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	9598
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	9699
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	9699
ITEM 15.	CONTROLS AND PROCEDURES	9699
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	97100
ITEM 16B.	CODE OF ETHICS	97101
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	97101
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	98102
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER ~~AND AFFILIATED PURCHASERS~~	98102
ITEM 16F.	CHANGE IN REGISTRANT'S ~~CERTIFYING~~CERTYFYING ACCOUNTANT	98102
ITEM 16G.	CORPORATE GOVERNANCE	98102
ITEM 16H.	MINE SAFETY DISCLOSURE	99102
PART III
ITEM 17.	FINANCIAL STATEMENTS	~~100~~103
ITEM 18.	FINANCIAL STATEMENTS	~~100~~103
ITEM 19.	EXHIBITS	~~100~~103
MANCHESTER UNITED ~~PLC~~plc GROUP HISTORICAL FINANCIAL INFORMATION

	Year ended 30 June

Income Statement Data	2012			2011			2010			2009
	(£'000, unless otherwise indicated)
Revenue		320,320			331,441			286,416			278,476

Analysed as:
Commercial revenue		117,611			103,369			77,322			65,977
Broadcasting revenue		103,991			117,249			103,276			98,013
Matchday revenue		98,718			110,823			105,818			114,486

Operating expenses—before exceptional items		(274,411	)		(267,986	)		(232,716	)		(232,034	)

Analysed as:
Employee benefit expenses		(161,688	)		(152,915	)		(131,689	)		(123,120	)
Other operating expenses		(66,983	)		(68,837	)		(52,306	)		(62,311	)
Depreciation		(7,478	)		(6,989	)		(8,634	)		(8,962	)
Amortisation of players' registrations		(38,262	)		(39,245	)		(40,087	)		(37,641	)
Operating expenses—exceptional items		(10,728	)		(4,667	)		(2,775	)		(3,097	)

Total operating expenses		(285,139	)		(272,653	)		(235,491	)		(235,131	)
Profit on disposal of players' registrations		9,691			4,466			13,385			80,185

Operating profit		44,872			63,254			64,310			123,530

Finance costs		(50,315	)		(52,960	)		(110,298	)		(118,743	)
Finance income		779			1,710			1,715			1,317

Net finance costs		(49,536	)		(51,250	)		(108,583	)		(117,426	)

(Loss)/profit on ordinary activities before tax		(4,664	)		12,004			(44,273	)		6,104
Tax credit/(expense)		27,977			986			(3,211	)		(844	)

Profit/(loss) for the year from continuing operations		23,313			12,990			(47,484	)		5,260

Attributable to:
Owners of the Company		22,896			12,649			(47,757	)		5,343
Non-controlling interest		327			341			273			(83	)

Basic and diluted earnings/(loss) per share (£)⁽¹⁾		0.15			0.08			(0.31	)		0.03
Weighted average number of ordinary shares (thousands)⁽¹⁾		155,352			155,352			155,352			155,352

	As of 30 June

Balance Sheet Data	2012		2011		2010			2009
	(£'000, unless otherwise indicated)
Cash and cash equivalents		70,603		150,645		163,833			150,530
Total assets		947,148		1,017,188		989,670			993,644
Total liabilities		712,051		796,765		1,030,611			987,106
Total equity		235,097		220,423		(40,941	)		6,538
Equity attributable to our equity holders		237,100		222,753		(38,270	)		9,482


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý


U.S. GAAP o		International Financial Reporting Standards as issued by the International Accounting Standards Board ý		Other o

	Noon Buying Rate

Period	Period End		Average(1)		Low		High
	($ per £1.00)
Fiscal Year 2008		1.99		2.01		1.94		2.11
Fiscal Year 2009		1.65		1.60		1.37		2.00
Fiscal Year 2010		1.49		1.58		1.43		1.70
Fiscal Year 2011		1.61		1.59		1.50		1.67
Fiscal Year 2012		1.57		1.59		1.54		1.65
April 2012		1.62		1.60		1.58		1.62
May 2012		1.54		1.59		1.54		1.62
June 2012		1.57		1.56		1.54		1.58
July 2012		1.57		1.56		1.54		1.57
August 2012		1.59		1.57		1.55		1.59
September 2012		1.61		1.61		1.59		1.63
Source: Federal Reserve Bank of New York and Federal Reserve Statistical Release


FA Premier League/Football League Division One				FA Charity/Community Shield
1908	1965	1997	2007	1908	1965	1993	2007
1911	1967	1999	2008	1911	1967	1994	2008
1952	1993	2000	2009	1952	1977	1996	2010
1956	1994	2001	2011	1956	1983	1997	2011
1957	1996	2003		1957	1990	2003
FA Cup				Football League Cup
1909	1977	1990	1999	1992	2006	2009	2010
1948	1983	1994	2004
1963	1985	1996		European Cup/UEFA Champions League
				1968	1999	2008
FIFA Club World Cup				UEFA Super Cup
2008				1991
European Cup Winners' Cup				Intercontinental Cup
1991				1999


FA Premier League/Football League Division One				FA Charity/Community Shield
1908	1965	1997	2007	1908	1965	1993	2007
1911	1967	1999	2008	1911	1967	1994	2008
1952	1993	2000	2009	1952	1977	1996	2010
1956	1994	2001	2011	1956	1983	1997	2011
1957	1996	2003	2013	1957	1990	2003	2013
FA Cup				Football League Cup
1909	1977	1990	1999	1992	2006	2009	2010
1948	1983	1994	2004
1963	1985	1996		European Cup/UEFA Champions League
				1968	1999	2008
FIFA Club World Cup				UEFA Super Cup
2008				1991
European Cup Winners' Cup				Intercontinental Cup
1991				1999

Player	Position	Nationality

David de Gea	Goalkeeper	Spanish	22	92	0
Anders Lindegaard	Goalkeeper	Danish	29	26	6
Ben Amos	Goalkeeper	English	23	7	5
Patrice Evra	Defense	French	32	344	52
Rio Ferdinand	Defense	English	34	439	81
Chris Smalling	Defense	English	23	92	7
Nemanja Vidic (captain)	Defense	Serbian	32	275	56
Fabio Pereira da Silva	Defense	Brazilian	23	54	2
Rafael Pereira da Silva	Defense	Brazilian	23	135	8
Jonny Evans	Defense	Northern Irish	25	159	34
Phil Jones	Defense	English	21	74	8
Alexander Büttner	Defense	Dutch	25	15	0
Marnick Vermijl	Defense	Belgian	21	1	0
Michael Keane	Defense	English	20	3	0
Anderson Luis de Abreu Oliveira (Anderson)	Midfield	Brazilian	25	175	8
Ryan Giggs	Midfield	Welsh	39	948	64
Michael Carrick	Midfield	English	32	331	31
Luis Carlos Almeida da Cunha (Nani)	Midfield	Portuguese	27	221	70
Darren Fletcher	Midfield	Scottish	29	312	61
Antonio Valencia	Midfield	Ecuadorian	28	156	60
Tom Cleverley	Midfield	English	24	55	11
Ashley Young	Midfield	English	28	61	30
Shinji Kagawa	Midfield	Japanese	24	30	51
Nick Powell	Midfield	English	19	6	0
Larnell Cole	Midfield	English	20	1	0
Tiago Manuel Dias Correia (Bebe)	Midfield	Portuguese	22	7	0
Wilfried Zaha	Midfield	English	30	1	2
Marouane Fellaini	Midfield	Belgian	26	6	45
Wayne Rooney	Forward	English	27	411	86
Javier "Chicharito" Hernandez	Forward	Mexican	25	122	57
Danny Welbeck	Forward	English	22	112	20
Robin van Persie	Forward	Dutch	30	58	81
Federico Macheda	Forward	Italian	22	36	0
Adnan Januzaj	Forward	Belgian	18	6	0
William Keane	Forward	English	20	1	0

Sponsor	Type of sponsorship	Product category

Aeroflot	Global sponsor	Airline
Aon	Global sponsor	Shirt, Training kit, Training Complex and Tour sponsor ~~insurance affinity~~
~~DHL~~Bwin	Global sponsor	~~Training apparel sponsor~~Betting
Chevrolet	Global sponsor	Automobile
~~Singha~~	~~Global sponsor~~	~~Beer~~
Concha y Toro	Global sponsor	Wine
~~Thomas Cook~~DHL	Global sponsor	~~Travel~~
~~Hublot~~	~~Global sponsor~~	~~Timepiece~~
~~Turkish Airlines~~	~~Global sponsor~~	~~Airline~~Logistics
Epson	Global sponsor	Office equipment
~~Honda~~	~~Regional sponsor (Thailand)~~	~~Motorcycles~~
~~Smirnoff~~	~~Regional sponsor (Asia)~~	~~Beverage (responsible drinking partner)~~
~~Bwin~~Kansai	Global sponsor	~~Betting~~Paint
Mister Potato	Global sponsor	Snack
Singha	Global sponsor	Beer
Thomas Cook	Global sponsor	Travel
Toshiba Medical Systems	Global sponsor	Medical Systems
Yanmar	Global sponsor	Marine Diesel Engine
Gloops	Regional sponsor (Japan)	Social gaming
Honda	Regional sponsor (Thailand)	Motorcycles
Kagome	Regional sponsor (Japan)	Soft drinks
Multistrada	Regional sponsor (Indonesia)	Tyres
PepsiCo	Regional sponsor (Asia)	Soft drinks
Wahaha	Regional sponsor (China)	Soft drinks


• ~~Angola~~	• ~~Dominican Republic~~	• ~~Iceland~~	• ~~Mozambique~~	• ~~Seychelles~~
• ~~Australia~~	• ~~El Salvador~~	• ~~Italy~~	• ~~Nicaragua~~	• ~~Sierra Leone~~
• ~~Benin~~	• ~~Eritrea~~	• ~~Ivory Coast~~	• ~~New Zealand~~	• ~~Singapore~~
• ~~Brazil~~	• ~~Ethiopia~~	• ~~Kenya~~	• ~~Niger~~	• ~~South Africa~~
• ~~Burundi~~	• ~~Gambia~~	• ~~Liberia~~	• ~~Nigeria~~	• ~~South Korea~~
• ~~Burkina Faso~~	• ~~Ghana~~	• ~~Malawi~~	• ~~Norway~~	• ~~Tanzania~~
• ~~Cameroon~~	• ~~Guinea~~	• ~~Malaysia~~	• ~~Panama~~	• ~~Thailand~~
• ~~Cape Verde~~	• ~~Guinea-Bissau~~	• ~~Mali~~	• ~~Poland~~	• ~~Togo~~
• ~~Costa Rica~~	• ~~Guatemala~~	• ~~Malta~~	• ~~Portugal~~	• ~~Uganda~~
• ~~Cyprus~~	• ~~Honduras~~	• ~~Mauritius~~	• ~~Rwanda~~	• ~~Zambia~~
• ~~Czech Republic~~	• ~~Hong Kong~~	• ~~Mexico~~	• ~~Senegal~~

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		205,000
Aon Training Complex, Carrington, ~~Training~~ ~~Ground, Carrington,~~ Trafford	Football training facility	Owned (freehold)	Manchester United Limited		440,000
Littleton Road Training Ground, Salford	Football training facility	Owned (freehold)	Manchester United Limited		84,000
The Cliff, Lower Broughton Road, Salford	Football training facility	Owned (freehold)	Manchester United Limited		28,000
Manchester International Freight Terminal, Westinghouse Road Trafford Park, Manchester	Investment Property	Leased (through March 2071)	Alderley Urban Investments Limited		107,000
Land and buildings at Wharfside, Trafford Park, Manchester	Investment Property	Owned (freehold)	Manchester United Limited		27,100
Land and buildings on the southwest side of Trafford Wharf Road, Manchester	Offices and Car Parking	Owned (freehold)	Manchester United Limited		23,000
Land and buildings at Canalside, Trafford Park, Manchester	Investment Property	Owned (freehold)	Manchester United Limited		10,800
Office space, central London	Offices	Leased (through March 2021)	Manchester United Limited		1,100
Office space, Washington, D.C., United States	Offices	Leased (through October 2016)	Manchester United Limited		658
Office space, central Hong Kong	Offices	Leased (through September 2014)	Manchester United Limited		500

	Year ended 30 June

	Year ended 30 June						% Change 2013 over 2012
	2013			2012			% Change 2013 over 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	%

	Redemption Price						Redemption Price

Year	Pound Sterling Notes			US Dollar Notes			Pounds Sterling Notes			US Dollar Notes
2013		108.750	%		108.375	%		108.750	%		108.375	%
2014		104.375	%		104.188	%		104.375	%		104.188	%
2015		102.188	%		102.094	%		102.188	%		102.094	%
2016		100.000	%		100.000	%		100.000	%		100.000	%

Name		Position

Avram Glazer	5253	Executive Co-Chairman and Director
Joel Glazer	4546	Executive Co-Chairman ~~and Director~~
~~David Gill~~	55	~~Chief Executive Officer~~ and Director
Edward Woodward	4041	Executive Vice Chairman and Director
Richard Arnold	4142	~~Commercial~~Group Managing Director and Director
Michael Bolingbroke	4748	Chief Operating Officer and Director
Jamieson Reigle	3536	Managing Director, Asia Pacific
Kevin Glazer	5051	Director
Bryan Glazer	4748	Director
Darcie Glazer Kassewitz	4445	Director
Edward Glazer	4243	Director Designee*
Robert Leitão	4950	Independent Director
Manu Sawhney	4546	Independent Director
John Hooks	5657	Independent Director Designee*



Red Football LLC⁽²⁾	23,019,033	57.80	%	124,000,000	100.00	%	98.70	%
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	%	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	%

	Per Share				Per Share

	High		Low		High		Low
	(in USD)				(in USD)
*Annual*
FY2013 (10 August 2012 through 30 June 2013)						19.04		12.18
*Quarterly*
2013
First Quarter (through 10 October)		14.20		12.18
FY 2014
First Quarter (through 22 October 2013)						17.46		16.83
FY2013
First Quarter (beginning 10 August 2012)						14.20		12.18
Second Quarter						14.05		12.25
Third Quarter						18.82		14.03
Fourth Quarter						19.04		15.16
*Monthly*
2013
October (through 10 October)		13.36		12.55
April						17.98		16.39
May						19.04		16.77
June						17.02		15.16
July						17.85		16.13
August						17.57		16.50
September		13.38		12.18		17.61		16.84
August		14.20		13.06
October (through 22 October 2013)						17.46		16.83

	Year ended 30 June (audited)									Year ended 30 June

	Year ended 30 June (audited)						% Change 2012 over 2011			Year ended 30 June						% Change 2012 over 2011
	2012			2011			% Change 2012 over 2011			2012			2011			% Change 2012 over 2011
	(in £ millions)									(in £ millions)
Revenue		320.3			331.4			(3.3	)%		320.3			331.4			(3.3	)%
Commercial revenue		117.6			103.4			13.7	%		117.6			103.4			13.7	%
Broadcasting revenue		104.0			117.2			(11.3	)%		104.0			117.2			(11.3	)%
Matchday revenue		98.7			110.8			(10.9	)%		98.7			110.8			(10.9	)%
Total operating expenses		(285.2	)		(272.6	)		4.6	%		(285.2	)		(272.6	)		4.6	%
Employee benefit expenses		(161.7	)		(152.9	)		5.7	%		(161.7	)		(152.9	)		5.7	%
Other operating expenses		(67.0	)		(68.8	)		(2.6	)%		(67.0	)		(68.8	)		(2.6	)%
Depreciation		(7.5	)		(7.0	)		7.1	%		(7.5	)		(7.0	)		7.1	%
Amortisation of players' registrations		(38.3	)		(39.2	)		(2.3	)%
Amortization of players' registrations											(38.3	)		(39.2	)		(2.3	)%
Exceptional items		(10.7	)		(4.7	)		127.7	%		(10.7	)		(4.7	)		127.7	%
Profit on disposal of players' registrations		9.7			4.5			115.6	%		9.7			4.5			115.6	%
Net finance costs		(49.5	)		(51.3	)		(3.5	)%		(49.5	)		(51.3	)		(3.5	)%
Tax credit		28.0			1.0			2,700.0	%		28.0			1.0			2,700.0	%

	Year ended 30 June (audited)

	Year ended 30 June (audited)						% Change 2011 over 2010
	2011			2010			% Change 2011 over 2010
	(in £ millions)
Revenue		331.4			286.4			15.7	%
Commercial revenue		103.4			77.3			33.8	%
Broadcasting revenue		117.2			103.3			13.5	%
Matchday revenue		110.8			105.8			4.7	%
Total operating expenses		(272.6	)		(235.5	)		15.8	%
Employee benefit expenses		(152.9	)		(131.7	)		16.1	%
Other operating expenses		(68.8	)		(52.3	)		31.5	%
Depreciation		(7.0	)		(8.6	)		(18.6	)%
Amortisation of players' registrations		(39.2	)		(40.1	)		(2.2	)%
Exceptional items		(4.7	)		(2.8	)		67.9	%
Profit on disposal of players' registrations		4.5			13.4			(66.4	)%
Net finance costs		(51.3	)		(108.6	)		(52.8	)%
Tax credit/(expense)		1.0			(3.2	)		131.3	%

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

Equal to or greater than 4.5			3.50
Equal to or greater than 4.0 but less than 4.5			3.25
Equal to or greater than 3.5 but less than 4.0			3.00
Equal to or greater than 3.0 but less than 3.5			2.75
Less than 3.0			2.50

Total net leverage ratio (as defined in the secured term loan facility agreement)		Margin % (per annum)

Greater than 4.0			2.75
Greater than 3.5 but less than or equal to 4.0			2.50
Greater than 3.0 but less than or equal to 3.5			2.25
Greater than 2.5 but less than or equal to 3.0			2.00
Greater than 2.0 but less than or equal to 2.5			1.75
Less than or equal to 2.00			1.50

	Payments due by period(1)										Payments due by period(1)

	Less than 1 year		1 - 3 years		3 - 5 years		More than five years		Total		Less than 1 year		1 - 3 years		3 - 5 years		More than five years		Total
	(in £ thousands)										(in £ thousands)
Long-term debt obligations(2)		37,317		74,685		487,932		8,652		608,586		27,833		66,144		389,990		4,321		488,288
Finance lease obligations		—		—		—		—		—		—		—		—		—		—
Operating lease obligations(3)		2,668		4,633		977		4,353		12,631		2,770		2,941		226		4,274		10,211
Purchase obligations(4)		77,558		18,183		5,249		1,732		102,722		71,451		17,462		1,313		1,287		91,513
Other long-term liabilities		—		—		—		—		—		—		—		—		—		—

Total		117,543		97,501		494,158		14,737		723,939		102,054		86,547		391,529		9,882		590,012



~~Avram Glazer~~⁽²⁾	—		—		—	—	—
~~Joel Glazer~~⁽²⁾	—		—		—	—	—
~~David Gill~~	(*	)	(*	)	—	—	(*	)
~~Edward Woodward~~	(*	)	(*	)	—	—	(*	)
~~Richard Arnold~~	(*	)	(*	)	—	—	(*	)
~~Michael Bolingbroke~~	(*	)	(*	)	—	—	(*	)
~~Jamieson Reigle~~	(*	)	(*	)	—	—	(*	)
~~Kevin Glazer~~⁽²⁾	—		—		—	—	—
~~Bryan Glazer~~⁽²⁾	—		—		—	—	—
~~Darcie Glazer Kassewitz~~⁽²⁾	—		—		—	—	—
~~Robert Leitão~~	—		—		—	—	—
~~Manu Sawhney~~	—		—		—	—	—



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	—		—		—	—		—



Audit Fees	542	174	346	92
Audit-Related Fees	1,325	435	679	1,975
Tax Fees	477	328	282	277
All Other Fees	4	4	166	4

Total	2,348	941	1,473	2,348


	1.1		Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August ~~2012.~~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).
	~~4.2~~4.5		Premier League Handbook, Season 2013/14.
	4.6		Premier League Handbook, Season 2012/~~13.~~
~~4.3~~		~~Premier League Handbook, Season 2011/12~~13 (included as Exhibit 10.4 to our Registration Statement on Form ~~F-1~~F-1/A (File No. 333-182535), filed with the SEC on 316 July 2012, as ~~amended.~~amended).
	8.1		List of significant subsidiaries (included in note 3134 to our audited consolidated financial statements included in this ~~Form 20-F)~~Annual Report).
~~11.1~~		~~Code of Business Conduct and Ethics, dated 7 August 2012.~~
12.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

~~12.2~~
	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.


Report of Independent Registered Public Accounting Firm		F-2
Consolidated income statement for the years ended 30 June 2013, 2012 ~~2011~~ and ~~2010~~2011		F-3
Consolidated statement of comprehensive income for the years ended 30 June 2013, 2012 ~~2011~~ and ~~2010~~2011		F-4
Consolidated balance sheet as at 30 June ~~2012~~2013 and ~~2011~~2012		F-5
Consolidated statement of changes in equity for the years ended 30 June 2013, 2012 ~~2011~~ and ~~2010~~2011		~~F-6~~F-7
Consolidated statement of cash flows for the years ended 30 June 2013, 2012 ~~2011~~ and ~~2010~~2011		~~F-7~~F-8
Notes to the consolidated financial statements		~~F-8~~F-9

		Year ended 30 June

	Note	2013 £'000			2012 £'000			2011 £'000
Revenue	4		363,189			320,320			331,441

Operating expenses	5		(310,337	)		(285,139	)		(272,653	)
Profit on disposal of players' registrations			9,162			9,691			4,466

Operating profit			62,014			44,872			63,254

Finance costs			(72,082	)		(50,315	)		(52,960	)
Finance income			1,275			779			1,710

Net finance costs	7		(70,807	)		(49,536	)		(51,250	)

(Loss)/profit on ordinary activities before tax			(8,793	)		(4,664	)		12,004
Tax credit	9		155,212			27,977			986

Profit for the year			146,419			23,313			12,990

Attributable to:
Owners of the parent			146,250			22,986			12,649
Non-controlling interest			169			327			341

			146,419			23,313			12,990

Earnings per share attributable to owners of the parent during the year
Basic and diluted earnings per share (pounds sterling)	10		0.90			0.15			0.08



Profit/(loss) for the financial year		23,313	12,990		(47,484	)

Other comprehensive income/(loss):
Fair value movements on cash flow hedges, net of tax	9	1,132	(466	)	—
Exchange gain/(loss) on translation of overseas subsidiary	9	229	(265	)	5

Other comprehensive income/(loss) for the year, net of tax		1,361	(731	)	5

Total comprehensive income/(loss) for the year		24,674	12,259		(47,479	)

Attributable to:
Owners of the Company		24,347	11,918		(47,752	)
Non-controlling interest		327	341		273

Total comprehensive income/(loss) for the year		24,674	12,259		(47,479	)



ASSETS
Non-current assets
Property, plant and equipment	11	247,866		240,540
Investment property	12	14,197		6,938
Goodwill	13	421,453		421,453
Players' registrations	14	112,399		129,709
Trade and other receivables	17	3,000		10,000
Non-current tax receivable	18	—		2,500

		798,915		811,140

Current assets
Derivative financial instruments	16	967		—
Trade and other receivables	17	74,163		55,403
Current tax receivable	18	2,500		—
Cash and cash equivalents	19	70,603		150,645

		148,233		206,048

Total assets		947,148		1,017,188

EQUITY AND LIABILITIES
Equity
Share capital	24	—		—
Share premium		249,105		249,105
Hedging reserve		666		(466	)
Retained deficit		(12,671	)	(25,886	)

Equity attributable to owners of the Company		237,100		222,753
Non-controlling interest		(2,003	)	(2,330	)

		235,097		220,423

Non-current liabilities
Derivative financial instruments	16	1,685		—
Trade and other payables	20	22,305		28,416
Borrowings	21	421,247		442,330
Deferred revenue		9,375		18,349
Provisions	22	1,378		1,940
Deferred tax liabilities	23	26,678		54,406

		482,668		545,441

Current liabilities
Derivative financial instruments	16	—		2,034
Current tax liabilities		1,128		4,338
Trade and other payables	20	83,664		117,800
Borrowings	21	15,628		16,573
Deferred revenue		128,535		110,043
Provisions	22	428		536

		229,383		251,324

Total equity and liabilities		947,148		1,017,188

		As of 30 June

	Note	2013 £'000		2012(1) £'000
ASSETS
Non-current assets
Property, plant and equipment	12		252,808		247,866
Investment property	13		14,080		14,197
Goodwill	14		421,453		421,453
Players' registrations	15		119,947		112,399
Trade and other receivables	18		1,583		3,000
Deferred tax asset	26	145,128		—
		954,999		798,915
Current assets
Derivative financial instruments	17		260		967
Trade and other receivables	18		68,619		74,163
Current tax receivable	19		—		2,500
Cash and cash equivalents	20	94,433		70,603
		163,312		148,233
Total assets		1,118,311		947,148



Balance at 1 July 2010	—	—		—	—		(38,270	)	(38,270	)	(2,671	)	(40,941	)

Profit for the year	—	—		—	—		12,649		12,649		341		12,990
Cash 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		12,259
Proceeds from shares issued	—	249,105		—	—		—		249,105		—		249,105

Balance at 30 June 2011	—	249,105		—	(466	)	(25,886	)	222,753		(2,330	)	220,423

Profit for the year	—	—		—	—		22,986		22,986		327		23,313
Cash flow hedges, net of tax	—	—		—	1,132		—		1,132		—		1,132
Currency translation differences	—	—		—	—		229		229		—		229

Total comprehensive income for the year	—	—		—	1,132		23,215		24,347		327		24,674
Dividends (note 11)	—	—		—	—		(10,000	)	(10,000	)	—		(10,000	)
Proceeds from issue of shares (note 1.1)	50	25		—	—		—		75		—		75
Capital reorganization(1)		(249,105	)	249,030	—		—		(75	)	—		(75	)

Balance at 30 June 2012	50	25		249,030	666		(12,671	)	237,100		(2,003	)	235,097

Profit for the year	—	—		—	—		146,250		146,250		169		146,419
Cash 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		145,896
Equity-settled share-based payments (note 22)	—	—		—	—		832		832		—		832
Proceeds from issue of shares (note 1.2)	2	70,256		—	—		—		70,258		—		70,258
Expenses 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



Balance at 1 July 2009	—	272,575		—		(263,093	)	9,482		(2,944	)	6,538

(Loss)/profit for the year	—	—		—		(47,757	)	(47,757	)	273		(47,484	)
Currency translation differences	—	—		—		5		5		—		5

Total comprehensive (loss)/income for the year	—	—		—		(47,752	)	(47,752	)	273		(47,479	)
Capital reduction	—	(272,575	)	—		272,575		—		—		—

Balance at 30 June 2010	—	—		—		(38,270	)	(38,270	)	(2,671	)	(40,941	)

Profit for the year	—	—		—		12,649		12,649		341		12,990
Cash 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		12,259
Proceeds from shares issued	—	249,105		—		—		249,105		—		249,105

Balance at 30 June 2011	—	249,105		(466	)	(25,886	)	222,753		(2,330	)	220,423

Profit for the year	—	—		—		22,986		22,986		327		23,313
Cash flow hedges, net of tax	—	—		1,132		—		1,132		—		1,132
Currency translation differences	—	—		—		229		229		—		229

Total comprehensive income for the year	—	—		1,132		23,215		24,347		327		24,674
Dividends (see note 10)	—	—		—		(10,000	)	(10,000	)	—		(10,000	)

Balance at 30 June 2012	—	249,105		666		(12,671	)	237,100		(2,003	)	235,097

								Note	2013 £'000

									Year ended 30 June
Cash flows from operating activities
Cash generated from operations	25	80,302		125,140		103,537		27		129,930		80,302		125,140
Interest paid		(47,068	)	(167,499	)	(35,645	)			(73,629	)	(47,068	)	(167,499	)
Debt finance costs relating to borrowings		—		(118	)	(13,846	)			(3,074	)	—		(118	)
Interest received		1,010		1,774		1,681				937		1,010		1,774
Income tax paid		(3,333	)	(70	)	(2,618	)
Income tax refund/(paid)										3,057		(3,333	)	(70	)

Net cash generated from/(used in) operating activities		30,911		(40,773	)	53,109				57,221		30,911		(40,773	)

Cash flows from investing activities
Purchases of property, plant and equipment		(15,323	)	(7,263	)	(4,753	)			(12,503	)	(15,323	)	(7,263	)
Purchases of investment property		(7,364	)	—		—				(2	)	(7,364	)	—
Proceeds from sale of property, plant and equipment		—		107		51				9		—		107
Purchases of players' registrations		(58,971	)	(25,369	)	(44,274	)			(45,997	)	(58,971	)	(25,369	)
Proceeds from sale of players' registrations		9,409		13,956		13,857				9,646		9,409		13,956

Net cash used in investing activities		(72,249	)	(18,569	)	(35,119	)			(48,847	)	(72,249	)	(18,569	)

Cash flows from financing activities
Proceeds from issue of shares		—		249,105		—				70,258		—		249,105
Expenses directly attributable to issue of shares										(1,459	)
Acquisition of additional interest in subsidiary								28		(2,664	)
Proceeds from borrowings		—		—		502,571				209,190		—		—
Repayment of secured payment in kind loan		—		(138,000	)	—				—		—		(138,000	)
Repayment of secured senior facilities		—		—		(506,962	)
Repayment of other borrowings		(28,774	)	(64,499	)	(296	)			(259,254	)	(28,774	)	(64,499	)
Dividends paid		(10,000	)	—		—				—		(10,000	)	—

Net cash (used in)/generated from financing activities		(38,774	)	46,606		(4,687	)
Net cash generated from/(used in) financing activities										16,071		(38,774	)	46,606

Net (decrease)/increase in cash and cash equivalents		(80,112	)	(12,736	)	13,303
Net increase/(decrease) in cash and cash equivalents										24,445		(80,112	)	(12,736	)
Cash and cash equivalents at beginning of year		150,645		163,833		150,530				70,603		150,645		163,833
Exchange gains/(losses) on cash and cash equivalents		70		(452	)	—
Exchange (losses)/gains on cash and cash equivalents										(615	)	70		(452	)

Cash and cash equivalents at end of year	19	70,603		150,645		163,833		20		94,433		70,603		150,645


Freehold ~~property~~		~~75 years~~
~~Investment~~ property		75 years
Computer equipment and software (included within Plant and machinery)		3 years
Plant and machinery		4 - 5 years
Fixtures and fittings		7 years



Professional adviser fees relating to proposed issue of shares	8,936	2,654	—
Football League pension scheme deficit (note 28)	1,792	—	—
Impairment—investment property (note 12)	—	2,013	615
Increase in onerous lease provision	—	—	2,160

	10,728	4,667	2,775