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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

Commission File Number 001-35627

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

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

Cayman Islands
(Jurisdiction of incorporation or organization)

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

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

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

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

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

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

39,777,95739,873,074 Class A ordinary shares
124,000,000 Class B ordinary shares

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

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

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

            Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

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

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

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

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

Item 17 o    Item 18 o

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

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GENERAL INFORMATION

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

•

"Manchester United," "the Company," "our Company," "our business," "we," "us" and "our" are, as the context requires, to Manchester United plc together with its consolidated subsidiaries as a consolidated entity, for all periods following the reorganization transactions (see below); and



•

"we," "us" and "our" for periods prior to the reorganization transactions are to Red Football Shareholder Limited together with its consolidated subsidiaries as a consolidated entity.

        Throughout this Form 20-F, we refer to the following football leagues and cups:

•

the Football Association Premier League sponsored by Barclays (the "Premier League");



•

the Football AssociationEmirates FA Cup in association with Budweiser (the "FA Cup");



•

the Football League Cup sponsored by Capital One (the "League Cup");



•

the Union of European Football Associations Champions League (the "Champions League"); and



•

the Union of European Football Associations Europa League (the "Europa League").

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

REORGANIZATION TRANSACTIONS AND INITIAL PUBLIC OFFERING

        Before 9 August 2012, we conducted our business through Red Football Shareholder Limited, a private limited company incorporated in England and Wales, and its subsidiaries. Prior to the reorganization transactions, Red Football Shareholder Limited was a direct, wholly-owned subsidiary of Red Football LLC, a Delaware limited liability company. On 30 April 2012, Red Football LLC formed a wholly-owned subsidiary, Manchester United Ltd., an exempted company with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time. On 8 August 2012, Manchester United Ltd. changed its legal name to Manchester United plc.

        On 9 August 2012, Red Football LLC contributed all of the equity interest of Red Football Shareholder Limited to Manchester United plc. As a result of these transactions, Red Football Shareholder Limited became a direct, wholly-owned subsidiary of Red Football Holdings Limited, which is in turn, a wholly-owned subsidiary of Manchester United plc and our business is now conducted through Manchester United plc and its subsidiaries. We refer to these events throughout this Annual Report collectively as the "reorganization transactions."

        Immediately following the reorganization transactions, Manchester United plc had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totaling 155,352,366 ordinary shares with a total subscribed capital of £75,000. As a result, historic earnings per share calculations reflect the capital structure of the new parent with the required disclosures in note 10 to our audited consolidated financial statements as of 30 June 2014 and 2013 and for the fiscal years ended 30 June 2014, 2013 and 2012.2012, included in our Annual Report on Form 20-F for the fiscal year ended 30 June 2014. The reorganization transactions have been treated as a capital reorganization. In accordance with International Financial Reporting Standards ("IFRS"), historic earnings per share

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calculations and the balance sheet as of 30 June 2012 were restated retrospectively

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

        On 10 August 2012, the Company issued 8,333,334 Class A ordinary shares and listed such shares on the New York Stock Exchange at a price of $14.00 per share (the "IPO"). Net of underwriting costs and discounts, proceeds of $110,250,000 were received by the Company. The Company used the proceeds to redeem and retire $101.7 million (£62.6 million) in aggregate principal amount of our 8³/8 US dollar senior secured notes due 2017 (the "2017 Dollar Notes") at a redemption price equal to 108.375% of the principal amount of such notes plus accrued and unpaid interest to the date of such redemption.

PRESENTATION OF FINANCIAL AND OTHER DATA

        We report under IFRS, as issued by the International Accounting Standards Board (the "IASB"), and International Financial Reporting Interpretations Committee interpretations. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. Prior to the reorganization transactions, we conducted our business through Red Football Shareholder Limited and its subsidiaries. Unless otherwise specifically stated, the historical financial information presented in this Annual Report is presented for the following entities:

•

with respect to the financial information presented as of and for the yearyears ended 30 June 2012 and 2011, Red Football Shareholder Limited and its consolidated subsidiaries; and



•

with respect to the financial information presented as of and for the years ended 30 June 2015, 2014 and 2013, Manchester United plc and its consolidated subsidiaries.

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

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

        We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•

a requirement to have less than five years of selected financial data; and



•

include an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

        As a company with less than $1.0 billion in revenue during our last fiscal year, we may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of the completion of our IPO or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of any of these reduced reporting burdens in this filing, although we may choose to do so in future filings.

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

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FORWARD-LOOKING STATEMENTS

        This Annual Report contains estimates and forward-looking statements. Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many important factors, in addition to the factors described in this Annual Report, may adversely affect our results as indicated in forward-looking statements. You should read this Annual Report completely and with the understanding that our actual future results may be materially different and worse from what we expect.

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

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

•

our dependence on the performance and popularity of our first team;



•

maintaining, enhancing and protecting our brand and reputation, particularly in new markets, in order to expand our follower and sponsorship base;



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our reliance on European competitions as a source of future income;



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the negotiation and pricing of key media contracts outside our control;



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actions taken by other Premier League clubs that are contrary to our interests;



•

our ability to attract and retain key personnel, including players, in an increasingly competitive market with increasing salaries and transfer fees;



•

our ability to execute a digital media strategy that generates the revenue we anticipate;



•

our ability to meet growth expectations and properly manage such anticipated growth;



•

our ability to maintain, train and build an effective international sales and marketing infrastructure, and manage the risks associated with such an expansion;



•

our ability to renew or replace key commercial agreements on similar or better terms, or attract new sponsors;



•

our exposure to credit related losses in connection with key media, commercial and transfer contracts;



•

our relationship with the various leagues to which we belong and the application of their respective rules and regulations;



•

our relationship with merchandising, licensing, sponsor and other commercial partners;



•

maintaining our match attendance at Old Trafford;



•

our exposure to increased competition, both in football and the various commercial markets in which we do business;



•

any natural disasters or other events beyond our control that adversely affect our operations;



•

the effect of adverse economic conditions on our operations;

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uncertainty with regard to exchange rates, our tax rate and our cash flow;



•

our ability to adequately protect against media piracy and identity theft of our follower account information;



•

our exposure to the effects of seasonality in our business;



•

the effect of our indebtedness on our financial health and competitive position;



•

our ability to compete in our industry and with innovation by our competitors;



•

estimates and estimate methodologies used in preparing our consolidated financial statements; and



•

the future trading prices of our Class A ordinary shares and the impact of securities analysts' reports on these prices.

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

MARKET AND INDUSTRY DATA

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

        References to our "659 million followers" are based on a survey conducted by Kantar Media (a division of WPP plc) in 2011 and paid for by us. As in the survey conducted by Kantar Media, we define the term "followers" as those individuals who answered survey questions, unprompted, with the answer that Manchester United was either their favorite football team in the world or a football team that they enjoyed following in addition to their favorite football team. For example, we and Kantar Media included in the definition of "follower" a respondent who either watched live Manchester United matches, followed highlights coverage or read or talked about Manchester United regularly. Although the survey solicited unprompted responses, we do not distinguish between those respondents who answered that Manchester United was their favorite football team in the world and those who enjoy following Manchester United in addition to their favorite football team. Since we believe that each of our followers engage with our brand in some capacity, including through watching matches on television, attending matches live, buying retail merchandise or monitoring the team's highlights on the internet, we believe identifying our followers in this manner provides us with the best data to use for purposes of developing our business strategy and measuring the penetration of our brand. However, we expect there to be differences in the level of engagement with our brand between individuals, including among those who consider Manchester United to be their favorite team, as well as between those who enjoy following Manchester United. We have not identified any practical way to measure these

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differences in consumer behavior and any references to our followers in this Annual Report should be viewed in that light.

        This internet-based survey identified Manchester United as a supported team of 659 million followers (and the favorite football team of 277 million of those followers) and was based on 53,287 respondents from 39 countries around the world. In order to calculate our 659 million followers from the 53,287 responses, Kantar Media applied estimates and assumptions to certain factors including population size, country specific characteristics such as wealth and GDP per capita, affinity for sports and media penetration. Kantar Media then extrapolated the results to the rest of the world, representing an extrapolated adult population of 5 billion people. However, while Kantar Media believes the extrapolation methodology was robust and consistent with consumer research practices, as with all surveys, there are inherent limitations in extrapolating survey results to a larger population than those actually surveyed. As a result of these limitations, our number of followers may be significantly less or significantly more than the extrapolated survey results. Kantar Media also extrapolated survey results to account for non-internet users in certain of the 39 countries, particularly those with low internet penetration. To do so, Kantar Media had to make assumptions about the preferences and behaviors of non-internet users in those countries. These assumptions reduced the number of our followers in those countries and there is no guarantee that the assumptions we applied are accurate. Survey results also account only for claimed consumer behavior rather than actual consumer behavior and as a result, survey results may not reflect real consumer behavior with respect to football or the consumption of our content and products.

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

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television viewership data compiled by futures sports + entertainment—Mediabrands International Limited for the 2013/142014/15 season (the "Futures Data"); and



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a paper published by AT Kearney, Inc. in 20112014 entitled "The Sports Market""Winning in the Business of Sports" ("AT Kearney").

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PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

        Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

        Not applicable.

ITEM 3.    KEY INFORMATION

A.    SELECTED FINANCIAL DATA

        We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. The selected consolidated financial and other data presented as of and for the years ended 30 June 2015, 2014, 2013, 2012 2011 and 20102011 has been derived from our audited consolidated financial statements and the notes thereto.thereto (our audited consolidated financial statements as of 30 June 2013, 2012 and 2011 and for the years ended 30 June 2012 and 2011 are not included in this Annual Report). Our historical results for any prior period are not necessarily indicative of results expected in any future period.

        Before 9 August 2012, we conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements as of and for the years ended 30 June 2012 2011 and 20102011 present the results of operations and financial position of Red Football Shareholder Limited unless otherwise specifically noted. Following the reorganization transactions, we have conducted our business through Manchester United plc and its consolidated subsidiaries, and therefore our historical financial statements as of and for the years ended 30 June 2015, 2014 and 2013 present the results of operations and financial position of Manchester United plc and its consolidated subsidiaries. Manchester United plc's historical financial statements prior to the reorganization transactions are the same as Red Football Shareholder Limited's financial statements prior to the reorganization transactions, as adjusted for the reorganization transactions. The reorganization transactions have been reflected retroactively in Manchester United plc's earnings/(loss) per share calculations.

        The selected historical financial information presented in the tables below should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements and accompanying notes. The audited consolidated financial statements and the accompanying notes as of 30 June 20142015 and 20132014 and for the years ended 30 June 2015, 2014 2013 and 20122013 have been included in this Annual Report.

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

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Exchange Rate Information

        Our functional and reporting currency is pounds sterling and substantially all of our costs are denominated in pounds sterling. However, any Broadcasting revenue from our participation in European competitions, as well as certain other revenue, is generated in Euros. We also occasionally enter into transfer agreements which are payable in Euros. In addition, we have currency exposure against the US dollar relating to our US dollar denominated secured term loan facility and our 3.79% senior secured notes due 2027 (the "2027 Notes") and our Commercial revenue from certain sponsors. For all dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. The rates represent the noon buying rate in New York for cable transfers payable in foreign currencies. These rates may differ from the actual rates used in the preparation of the financial statements and other financial information appearing in this Annual Report. Inclusion of these exchange rates is not meant to suggest that the US dollar amounts actually represent such pounds sterling amounts or that such amounts could have been or could be converted into US dollars at any particular rate, or at all. On 149 October 2014,2015, the exchange rate was $1.61$1.53 to £1.00.

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

B.    CAPITALIZATION AND INDEBTEDNESS

        Not applicable.

C.    REASONS FOR THE OFFER AND USE OF PROCEEDS

        Not applicable.

D.    RISK FACTORS

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

Risks Related to Our Business

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

        The success of our business depends on the value and strength of our brand and reputation. Our brand and reputation are also integral to the implementation of our strategies for expanding our follower base, sponsors and commercial partners. To be successful in the future, particularly outside of Europe, we believe we must preserve, grow and leverage the value of our brand across all of our

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revenue streams. For instance, we have in the past experienced, and we expect that in the future we will continue to receive, a high degree of media coverage. Unfavorable publicity regarding our first

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team's performance in league and cup competitions or their behavior off the field, our ability to attract and retain certain players and coaching staff or actions by or changes in our ownership could negatively affect our brand and reputation. Failure to respond effectively to negative publicity could also further erode our brand and reputation. In addition, events in the football industry, even if unrelated to us, may negatively affect our brand or reputation. As a result, the size, engagement and loyalty of our follower base and the demand for our products may decline. Damage to our brand or reputation or loss of our followers' commitment for any of these reasons could impair our ability to expand our follower base, sponsors and commercial partners or our ability to sell significant quantities of our products, which would result in decreased revenue across our revenue streams and have a material adverse effect on our business, results of operations, financial condition and cash flow, as well as require additional resources to rebuild our brand and reputation.

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

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

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

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

        Our revenue streams are driven by the performance and popularity of our first team. Significant sources of our revenue are the result of historically strong performances in English domestic and European competitions, specifically the Premier League, the FA Cup, the League Cup, the Champions League and the Europa League. Our income varies significantly depending on our first team's participation and performance in these competitions. Our first team's performance affects all five of our revenue streams:

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sponsorship revenue through sponsorship relationships;



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retail, merchandising, apparel & product licensing revenue through product sales;



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mobile & content revenue through telecom partnershipsdistribution via our own media platforms and our website;partner media platforms;

team in the near term. We will also continue to invest in our facilities, including the Old Trafford Stadium, to maintain the quality of service, enhance the fan experience and drive their high level of engagement and loyalty. We have undertaken several recent initiatives at Old Trafford to enhance our Matchday revenue, profitability and the fan experience including recently restructuring the composition of our stadium, with a particular emphasis on developing premium seating and hospitality facilities. Our commitment to the fan experience has resulted in strong fan loyalty with over two million in annual attendance and 99% average attendance for all of our Premier League Games since the 1997/98 season. Furthermore, we continue to invest in several other areas including our mobile & content assets and emerging markets to grow our global fan base and increase our ability to engage with our fans in multiple ways. We remain committed to investing in our team, our facilities and other initiatives to continue our many years of success and enhance our brand globally. We expect these initiatives will continue to be key drivers of our sales, profit and leading brand recognition going forward.




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•

Exploit mobile & content opportunities:  The rapid shift of media consumption towards internet, mobile and social media platforms presents us with multiple growth opportunities and new revenue streams. Our digital media platforms, such as mobile sites, applications and social media, are expected to become one of the primary methods by which we engage and transact with our followers around the world. We have made a number of recent new employee hires to enhance our ability to address these opportunities. In January 2013, we also acquired the remaining one-third stake in MUTV. Together these actions help to ensure that we have both a greater degree of control over the production, distribution and quality of our proprietary content and better insight into how to evolve our mobile & content strategy as we continue to develop and roll out carefully targeted new products and services.

In addition to developing our own digital properties, we intend to leverage third party media platforms and other social media as a means of further engaging with our followers and creating a source of traffic for our digital media assets. Our mobile & content offerings are in the early stages of development and present opportunities for future growth. We believe we have the opportunity to further leverage our extensive CRM database, which includes over 3740 million CRM records, and our more than 5866.1 million Facebook connections. We plan to implement a carefully considered strategy to target these individuals as part of our overall digital media rollout plan.

•

Enhance the reach and distribution of our broadcasting rights:  We are well-positioned to benefit from the increased value and the growth in distribution associated with the Premier League, the Champions League and other competitions. In 2013,February 2015, the Premier League finalizedannounced a new UK television rights contract with Sky Sports and BT Sport worth £5.136 billion for the salethree seasons commencing with the 2016/17 season for its live domestic rights. The deal marked a significant increase of televisionover 70% on the current contract and represents the largest UK TV rights deal ever signed. Coming on the heels of the current deal, which also represented an over 60% increase on the rights for the three seasons commencing with the 2013/14 season. Based on current forecasts provided by2010/11 season, we believe this affirms the Premier League, we expect that, in the aggregate, the value to the Premier League of the domestic and international broadcast rightsincreasing demand for the current three-year cycle ending with the 2015/16 season will be approximately £5.0 billion, compared to £3.5 billion from the previous three-year cycle. This demonstrates how the value of live sports programming has grown dramaticallyand football in recent years due to changes in how television content is distributed and consumed.particular. Unlike other television programming, the unpredictable outcomes of live sports ensures that individuals consume sports programming in real time and in full, resulting in higher audiences and increased interest from television broadcasters and advertisers.

Furthermore, MUTV, our global broadcasting platform, delivers Manchester United programming to over 8590 countries and territories around the world. We plan to continue to expand the distribution of MUTV supported by improving the quality of its content and its production capabilities.




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•

Diversify revenue and improve margins:  We aim to increase the revenue and operating margins of our business as we further expand our high growth commercial businesses, including sponsorship, retail, merchandising, licensing and mobile & content.

Our Market Opportunity

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

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

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




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Our Team's History

        Founded in 1878 as Newton Heath L&YR Football Club, our club has operated for over 136137 years. The team first entered the English First Division, then the highest league in English football, for the start of the 1892-93 season. Our club name changed to Manchester United Football Club in 1902, and we won the first of our 20 English League titles in 1908. In 1910, we moved to Old Trafford, our current stadium.

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

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

        InThis storied history preceded the highly successful modern era of Manchester United which began in earnest in 1986 ourwhen the club appointed Sir Alex Ferguson as manager. In 1990, we won the FA Cup and began a period of success that has continued until the present day. Since 1992, we have won the Premier League 13 times. In total, we have won a record 20 English League titles, a record 11 FA Cups, 4 League Cups, 3 European Champions Cups and 1 FIFA Club World Cup, making us one of the most successful clubs in England.

        At the end of the 2012/13 season, Sir Alex Ferguson retired as team manager. Sir Alex remains a key member of the club as he is a director of Manchester United FC. David Moyes was ourserved as manager during the 2013/14 season and departed the club in April 2014. Following this departure, Ryan Giggs assumed responsibility for the first team as interim manager.

        On 19 May 2014, we announced Louis van Gaal as the new team manager of Manchester United under a three-year contract. Louis van Gaal has managed at the top level of European football for over 20 years, and, in that time, he has won domestic titles and domestic cups in three countries, as well as the UEFA Champions League, the UEFA Cup, an Intercontinental Cup, two UEFA Super Cups and domestic Super Cups in Holland and Germany. Louis van Gaal took his new post in July 2014 afterover as manager for the FIFA World Cup, where he managed the Dutch national team into third place position.2014/15 season under a three-year contract.

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




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        The following graph shows the success of our first team in the Premier League over the last 2223 seasons:


FA Premier League Finishing Positions




        Our Old Trafford stadium, commonly known as "The Theatre of Dreams," was originally opened on 19 February 19, 1910 with a capacity of approximately 80,000. During the Second World War, Old Trafford was used by the military as a depot, and on 11 March 11, 1941 was heavily damaged by a German bombing raid. The stadium was rebuilt following the war and reopened on 24 August 24, 1949. The addition of floodlighting, permitting evening matches, was completed in 1957 and a project to cover the stands with roofs was completed in 1959. After a series of additions during the 1960s, 1970s and early 1980s, capacity at Old Trafford reached 56,385 in 1985. The conversion of the stadium to an all-seater reduced capacity to approximately 44,000 by 1992, the lowest in its history. Thereafter, we began to expand capacity throughout the stadium, bringing capacity to approximately 58,000 by 1996, approximately 68,000 by 2000, and approximately 76,000 in 2006. Current capacity at Old Trafford is 75,635.75,669.




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


TROPHIES WON


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

Industry Overview

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

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

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

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

League Structure

        Manchester United is a member of the English Premier League, the top league in the UK and perennially one of the elite leagues in the world.




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        The Premier League is a private company wholly owned by its 20 member clubs, with responsibility for the competition, its Rule Book, the centralized broadcasting rights and other commercial rights. The Premier League works proactively with the member clubs and other football authorities domestically and internationally including the Football Association, UEFA and FIFA. Each member club is an independent shareholder of the Premier League and works within the rules of football defined by the various governing bodies.

Governing Bodies

        Manchester United operates under three different levels of governing bodies, ranging from worldwide to continental to national jurisdiction.

        FIFA is the international governing body of football around the world. Headquartered in Zurich, Switzerland, FIFA is responsible for the regulation, promotion and development of football worldwide. All football played at any level must abide by the Laws of the Game, as set forth by FIFA. FIFA's rules and regulations are decided by the International Football Association Board ("IFAB") and reviewed on an annual basis. FIFA also sets the international fixture calendar which, along with European and domestic cup dates, takes precedence over the domestic football league.

        UEFA is a competition organizer and is responsible for the organization and regulation of cross-border football in Europe. UEFA is primarily known for its European club competitions, the Champions League and the Europa League. Currently the Premier League gets four teams into the Champions League and another three into the Europa League. The representative structures for UEFA are primarily national association-based with the FA representing English football on numerous committees.

        The FA is the national governing body for football in England and is responsible for sanctioning competition Rule Books, including the Premier League's, and regulating on-field matters. The FA also organizes the FA Cup competition, in which the 20 Premier League member clubs participate. The FA is a special shareholder of the Premier League that has the ability to exercise a vote on certain specific issues, but has no role in the day-to-day running of the league. Each year the Premier League submits its rules to the FA for approval and sanction. For the Premier League, the FA ensures that throughout the season the Laws of the Game are applied on the field by officials, clubs and players including on-and off-field discipline. The FA is also involved in refereeing, youth development and the UK's largest sports charity, the Football Foundation.

Our Football Operations

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

First team

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

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

        We have 55 players under contract of whom 36 have made an appearance for our first team. The remaining players may play for the reserve team or youth academy teams but are being developed such




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that they may make it to a starting position on our first team or the first team of other clubs. This structure has been put in place with the aim of developing some of the world's best football players and maximizing our first team's chances of winning games, leagues and tournaments.

        Domestic transfers of players between football clubs are governed by the Premier League Rules and the FA Rules, which allow a professional player to enter into a contract with and be registered to play for any club, and to receive a signing-on fee in connection with such contract. Players are permitted to move to another club during the term of their contract if both clubs agree on such transfer. In such circumstances a compensation fee may be payable by the transferee club. FIFA Regulations on the Status and Transfer of Players (the "FIFA Regulations") govern international transfers of players between clubs and may require the transferee club to distribute 5% of any compensation fee to the clubs that trained the relevant player. The transferor club in an international transfer may also be entitled to receive payment of "training compensation" under the FIFA Regulations when certain conditions are met. If an out-of-contract player (i.e., a player whose contract with a club has expired or has been terminated) wishes to play for another club, the player's former




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club will only be entitled to a compensation fee in a domestic transfer, or a payment of training compensation under the FIFA Regulations in an international transfer, if certain conditions are satisfied, including conditions regarding the player's age and requiring the former club to offer the player a new contract on terms which are no less favorable than his current contract. Subject to limited exceptions, transfers of professional players may only take place during one of the "transfer windows," which for the Premier League is the month of January and the period beginning on the day following the last Premier League match of the season and ending on 31 August (or the following Monday if the 31 August falls on a weekend)weekend or the following day if 31 August is a bank holiday in the UK) of that year.

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




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        As of 149 October 2014,2015, our first team(1) was comprised of the following players:

Player		Position		Nationality		Age			Apps(2)			Caps(3)
Ben Amos		Goalkeeper		English			24			7			0
David de Gea		Goalkeeper		Spanish			23			140			3
Anders Lindegaard		Goalkeeper		Danish			30			29			6
Tyler Blackett		Defender		English			20			7			0
Daley Blind		Defender		Dutch			24			4			23
Jonny Evans		Defender		Northern Irish			26			185			38
Reece James		Defender		English			20			1			0
Saidy Janko		Defender		Swiss			18			1			0
Phil Jones		Defender		English			22			107			13
Michael Keane(4)		Defender		English			21			5			0
Paddy McNair		Defender		Northern Irish			19			2			0
Marcos Rojo		Defender		Argentinian			24			4			29
Luke Shaw		Defender		English			19			2			3
Rafael da Silva		Defender		Brazilian			24			163			2
Chris Smalling		Defender		English			24			126			12
Tom Thorpe		Defender		English			21			1			0
Marnick Vermijl		Defender		Belgian			22			2			0
Anderson Luis de Abreu Oliveira (Anderson)		Midfielder		Brazilian			26			181			8
Michael Carrick		Midfielder		English			33			359			31
Tom Cleverley(4)		Midfielder		English			25			79			13
Angel Di Maria		Midfielder		Argentinian			26			5			53
Marouane Fellaini		Midfielder		Belgian			26			23			53
Darren Fletcher		Midfielder		Scottish			30			334			63
Ander Herrara		Midfielder		Spanish			25			4			0
Adnan Januzaj		Midfielder		Belgian			19			41			3
Jesse Lingard		Midfielder		English			21			1			0
Juan Mata		Midfielder		Spanish			26			21			34
Luís Carlos Almeida de Cunha (Nani)(4)		Midfielder		Portuguese			27			230			80
Andreas Pereira		Midfielder		Belgian			18			1			0
Nick Powell(4)		Midfielder		English			20			7			0
Antonio Valencia		Midfielder		Ecuadorian			29			196			74
Ashley Young		Midfielder		English			29			89			30
Wilfried Zaha(4)		Midfielder		English			21			4			2
Radamel Falcao(5)		Forward		Colombian			28			4			54
Javier Hernandez(4)		Forward		Mexican			26			154			67
William Keane		Forward		English			21			1			0
Wayne Rooney		Forward		English			28			448			99
James Wilson		Forward		English			18			2			0
Robin van Persie		Forward		Dutch			31			82			94

Player		Position		Nationality		Age			Apps(2)			Caps(3)
David de Gea		Goalkeeper		Spanish			24			182			6
Sergio Romero		Goalkeeper		Argentinian			28			6			65
Victor Valdes		Goalkeeper		Spanish			33			2			20
Tyler Blackett(4)		Defender		English			21			12			0
Daley Blind		Defender		Dutch			25			38			31
Matteo Darmian		Defender		Italian			25			12			15
Phil Jones		Defender		English			23			131			17
Paddy McNair		Defender		Northern Irish			20			19			3
Marcos Rojo		Defender		Argentinian			25			28			37
Luke Shaw		Defender		English			20			28			6
Chris Smalling		Defender		English			25			165			19
Michael Carrick		Midfielder		English			34			389			33
Marouane Fellaini		Midfielder		Belgian			27			58			65
Ander Herrera		Midfielder		Spanish			26			38			0
Adnan Januzaj(4)		Midfielder		Belgian			20			60			6
Jesse Lingard		Midfielder		English			22			1			0
Juan Mata		Midfielder		Spanish			27			63			35
Andreas Pereira		Midfielder		Belgian			19			4			0
Nick Powell		Midfielder		English			21			7			0
Morgan Schneiderlin		Midfielder		French			25			9			10
Bastian Schweinsteiger		Midfielder		German			31			13			113
Antonio Valencia		Midfielder		Ecuadorian			30			234			75
Ashley Young		Midfielder		English			30			125			30
Memphis Depay		Forward		Dutch			21			11			19
William Keane(4)		Forward		English			22			1			0
Anthony Martial		Forward		French			19			7			2
Wayne Rooney		Forward		English			29			490			107
James Wilson		Forward		English			19			19			0

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(1)

The table includes all players who are contracted to Manchester United as of 149 October 20142015 and have made at least one appearance for the Manchester United first team.



(2)

Apps means appearances for our first team through 149 October 2014.2015.



(3)

Caps means appearances for a senior national football team through 149 October 2014.2015.



(4)

Currently out on loan at other clubs



(5)

On loan from A.S. Monaco




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Youth academy

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




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        Our youth academy program consists of 11 junior teams ranging from under 9s to under 19s.18s. Each team consists of 15 to 23 players, each of whom is assessed during the season.

Scouting network

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

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

Training facilities

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

        We spent approximately £2£3.7 million in the year ended 30 June 20142015 in connection with further updating and expanding the our training facility, the Aon Training Complex.

Revenue Sectors

Commercial

        OurWithin the Commercial revenue is primarily comprised of income from:sector, we monetize our brand via three revenue streams: sponsorship; retail, merchandising, apparel & product licensing; and mobile & content. The primary source of revenue in this sector comes from sponsorship, which allows highly diverse and global companies to partner with Manchester United, regionally or internationally, in order to realize sponsorship benefits and associate themselves with our brand.

Sponsorship

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

•

rights in respect of our brand, logo and other intellectual property;



•

rights in respect of our player and manager imagery;



•

exposure on our television platform, MUTV;



•

exposure on our website;



•

exposure on digital perimeter advertising boards at Old Trafford;



•

exposure on interview backdrops; and



•

the right to administer promotions targeted at customers whose details are stored on our CRM database.




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




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Sponsorship development and strategy

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

        We offer category exclusivity on a global basis to companies within particular industries, such as airline, automobile, beverage, logistics and logistics.watches. We also offer sponsorship exclusivity within a particular geography for certain industries, such as motorcycles, social gaming, soft drinks and tires.

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

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

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

Our current sponsors

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


Sponsorship Revenue Growth




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




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        The table below highlights some of our global and regional sponsors as of 1 July 2014:2015:

Sponsor		Type of sponsorship		Product category
Abengoa		Global sponsor		Sustainable Technology
adidas (agreement commenced 1 August 2015)		Global sponsor		Sports apparel/footwear
Aeroflot		Global sponsor		Airline
Aon Aperol		Global sponsor		Training kit, Training Complex and Tour sponsorSpirits
Aon		Global sponsor		Insurance
Bulova		Global sponsor		Watch
Bwin Concha y Toro		Global sponsor		BettingWine
Campari DHL		Global sponsor		SpiritsLogistics
Chevrolet Epson		Global sponsor		Printing
General Motors (Chevrolet)		Global sponsor		Shirt
Concha y Toro Kama Games		Global sponsor		WineSocial Casino Games
DHL		Global sponsor		Logistics
Epson		Global sponsor		Printing
Kansai		Global sponsor		Paint
Nike (agreement ended 31 July 2015)		Global sponsor		KitSports apparel/footwear
Nissin		Global sponsor		Noodles
Singha		Global sponsor		Beer
Swissquote		Global sponsor		Forex & Online Trading Services
Toshiba Medical Systems		Global sponsor		Medical Systems
Yanmar		Global sponsor		Diesel Engines
Apollo		Regional sponsor		Tires
Cho-A Pharm		Regional sponsor		Vitamins
Euro Food European Foods		Regional sponsor		Food
Federal		Regional sponsor		Tires
Gloops		Regional sponsor		Social gaming
Honda		Regional sponsor		Motorcycles
Hong Kong Jockey Club		Regional sponsor		Private members club and Racecourses
Kagome		Regional sponsor		Soft drinks
Manda		Regional sponsor		Vitamins
Multistrada		Regional sponsor		Tires
Ottogi		Regional sponsor		Food
Pepsi		Regional sponsor		Soft drinks
Unilever		Regional sponsor		Personal care
Wahaha		Regional sponsor		Soft drinks

Shirt sponsor

        Shirt sponsorship revenue from Aon was £20.5 million, or 15.1% of our total sponsorship revenue, for the year ended 30 June 2014.

        On 26 July 2012, consistent with our strategy to grow our global sponsorship revenue, we entered into an agreement withOur current shirt sponsor is General Motors for Chevrolet to become our exclusive(Chevrolet). The shirt sponsor, beginningsponsorship agreement began in ourthe 2014/15 season. The term of the agreementseason and runs through to the end of the 2020/21 season. Annualseason, with total 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 termpayable of the agreement.approximately $559 million. We also received approximately $18.6 million in fees in each of the 2012/13 and 2013/14 seasons under the terms of the shirt sponsorship agreement relating to pre-sponsorship support and exposure. Total fees payableexposure, with the remaining $521.8 million to be received and recognized over seven years through to the end of the 2020/21 season under our new shirt sponsorship agreement are approximately $559 million.season. The shirt sponsorship agreement gives each party typical termination rights for a contract of this nature in respect of a material breach.

        Our shirt sponsorship agreement with Aon provided for revenue of approximately £19.6 million per year for the years ended 30 June 2010 through 30 June 2014. Our shirt sponsorship agreement with AIG provided for revenue of approximately £14.1 million per year for the years ended 30 June 2007 through 30 June 2010. Our shirt sponsorship agreement with Vodafone provided for revenue of




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approximately £8.0 million per year for        The following chart shows the years ended 30 June 2000 through 30 June 2006. The Vodafone and AIGdramatic growth in shirt sponsorships included sponsorship rights to our training kit while the Aon agreement did not, sponsorship rights to our training kit were sold in a separate agreement. Our shirt sponsorship contracts are an example of our demonstrated ability to increase the value of our sponsorship relationships by either renewing our contract with an existing sponsor in return for increased payments or negotiating an agreement with a new sponsor in the category for increased payments.

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


Average Annual Payments Under
Recent Shirt Sponsorship Contracts




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Note: The Aon and Chevrolet shirt sponsorship agreements do not include sponsorship rights for our training kit. The Chevrolet annual payment does not include pre-sponsorship payments and assumes a £:$ exchange rate of 1.70971.5712 as of 30 June 2014.2015.

Training facilities partner and training kit partner

        As a continuation of our approach to categorizing our commercial rights, we entered into our first training kit partnership with DHL effective from season 2011/12. Our kit includes apparel worn by our players while training and while warming up prior to a match. In April 2013, we announced a new business partnership with Aon which, from 1 July 2013, extendedexpanded our sponsorship relationship with Aon, by an additional eight years to 2021. Under the new agreement, in addition to succeeding DHL as our training kit partner effective 1 July 2013, Aon has becomenaming them the first ever partner of our training facility at Carrington. Aon has also become the presenting partner of all our pre-season tours through 2021.

Training facilities partner

        On 8 April 2013, we announced that Aon would become the first ever partnersponsor of our training facilities at Carrington, which were subsequently renamed the Aon Training Complex. Further, Aon succeeded DHL as training kit partner, and our agreement with them provides that our players and coaching staff will wear adidas-branded training kits with Aon advertising at all domestic matches, as well as during training sessions. Under the agreement, Aon also became the presenting partner of all pre-season tours. The agreement with Aon runs from 1 July 2013 through to the end of the 2020/21 season.




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Affinity insurance partner

        We are in the fifthsixth season of an affinity insurance agreement with Aon that covers the insurance category of our financial services affinity program. The original agreement was entered into on 27 May 2009 and, on 21 December 2012, was extended through the 2020/21 season. The agreement, as amended, guarantees a minimum of approximately £28.8 million in payments to the club, with a minimum payment of approximately £3.2 million due in fiscal year 2021. The agreement gives each party typical termination rights for a contract of this nature in respect of a material breach.

Global, regional and supplier sponsors

        In addition to revenue from our shirt sponsor, training kit partner, training facilities partner and affinity insurance partner, we generated a further £66.9£89.2 million in the year ended 30 June 20142015 from other global, regional and supplierother sponsors. The length of these sponsorship deals is generally between two and five years. The majority of these sponsorship deals have minimum revenue guarantees and some have additional revenue sharing arrangements.




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

Financial services affinity sponsorship

        There is a significant growth opportunity to further develop Manchester United branded financial services products. These financial services products include credit cards and debit cards. We believe there are key commercial opportunities with credit and debit cards, which are particularly attractive as credit and debit cards also serve as a means of follower expression and loyalty. Depending on the product category, we pursue affinity agreements on a territory specific or regional basis. Examples of our financial services affinity sponsors include China Construction Bank (China)Maybank (Malaysia), MBNA (UK), Shinsei Bank (Japan), Santander (Norway), Denizbank (Turkey), Ekspres Bank (Denmark), and BIDV (Vietnam).

Exhibition games and promotional tours

        We conduct exhibition games and promotional tours on a global basis. Our promotional tours enable us to engage with our followers, support the marketing objectives of our sponsors and extend the reach of our brand in strategic markets. These promotional tours are in addition to our competitive matches and take place during the summer months or during gaps in the football season. Over the last 4 years, we played 2322 exhibition games in Australia, China, Germany, Hong Kong, Ireland, Japan, Norway, South Africa, Sweden, Thailand and the United States, where in 2014, we set a U.S. attendance record for a football match with 109,318 fans at Michigan stadium.

        We normally receive a share of the ticket revenue as well as license fees for the television broadcast and digital media distribution of each exhibition game. We also generate revenue from tour sponsorship opportunities sold to existing and new partners. During the 2013/142014/15 season, our promotional exhibition games and promotional tours generated £11.0£13.2 million of revenue (excluding any related sponsorship revenue). We believe promotional tours represent a significant growth opportunity as we continue to play exhibition games around the world.




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Sponsorship income from the Premier League

        In addition to revenue from contracts that we negotiate ourselves, we receive revenue from sponsorship arrangements negotiated collectively by the Premier League on behalf of its member teams. We receive, for example, income from the sale by the Premier League of the right to have a brand identity associated with the Premier League competition. The current title sponsor is Barclays plc under a contract that will expire at the end of the 2015/16 season and will pay the league £120.0 million over the course of the three year contract. Income from other commercial contracts negotiated by the Premier League is shared equally between the clubs that are to be in the Premier League for the season to which the income relates. Our pro rata income received from the other commercial contracts negotiated by the Premier League is not material to the Company's results of operations.

Retail, Merchandising, Apparel & Product Licensing

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




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

        In addition, net profits (over and above sponsorship and licensing fees) generated by Nikeother licensed products from the licensing, merchandising, and retail operationscoffee mugs to bedspreads. These products are shared equally between us and Nike over the duration of the contract. We recognize revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the recognized amount of the profit share is considered probabledistributed on a cumulativeglobal basis at the end of the contract following the 2014/15 season. Since the 2009/10 season, we have invested in staffthrough Manchester United branded retail stores and resources dedicated to maximizing cumulative profits and worked closely with Nike to grow the revenue and profit of this merchandising business.e-commerce platform, as well as through our partners' wholesale distribution channels.

        We have reachedentered into a 10-year agreement with adidas with respect to our global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season.which began on 1 August 2015. The minimum guarantee payable by adidas over the term of the agreement is equal to £750 million, over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if our first team wins the Premier League, FA Cup or Champions League, or decrease if our first team fails to participate in the Champions League for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-teamfirst team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.




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        The minimum guarantee from adidas does not include payments forthe rights with respect to mono-branded licensing rights or the right to create and operate Manchester United branded soccer schools, physical retail channels and e-commerce retail channels, which rights may generate additional revenue for the club. The consideration does not include the value of the adidas products that will be supplied annually to the club or performance related incentives and bonuses. The clubWe may also benefit from additional royalty payments upon exceeding a threshold of sales.

        The agreement with adidas is subject to reciprocal termination provisions in respect of material breach and insolvency. Adidasadidas may reduce the applicable payments for a year by 50% if the first team is not participating in the English Premier League during that year. In addition, adidas may terminate the agreement by giving one full-season's notice if the first team is relegated from the English Premier League or if it is otherwise determined that the first team shall not be participating in the Premier League or the top English league.

        During the fiscal year ended 30 June 2015, all of our retail, merchandising, apparel & product licensing business was managed by Nike, who paid us a minimum guaranteed amount and a share of the business' cumulative profits. Our 13-year agreement with Nike ended on 31 July 2015.

Retail

        In addition to our flagship retail store at Old Trafford (which we now operate ourselves), we have Manchester United branded retail locations in Singapore,Malaysia, Macau and Thailand and India. Nike currently manages our retail stores under our agreement with them.(which are operated by third party licensees).

Merchandising & product licensing

        MUML currentlyFollowing the transfer of the product licensing business back to us from Nike, which became effective on 1 August 2015, we have conducted a strategic review of the licensing portfolio. This review has led to many deals not being renewed at expiry, as we seek to maximize revenue over 200a longer period. The licensees serving over 120 countries. These licenseesthat are being extended produce a wide range of Manchester United products like mugs, bedding and toys, which are highly sought after by our followers around the world. Under our product licensing agreements, we will receive royalties from the sales of specific Manchester United branded products. Under some product licensing agreements, we will receive a minimum guaranteed payment from the licensee. SomeThe majority of licensees arewill be granted exclusiveon a non-exclusive rights underbasis for specific product categories, on a global basis; others are granted exclusive rights under specific product categories, but only within a specific country or geographic region. Some licensees are permitted to sublicense within their geographic region.




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Wholesale apparel

Replicaapparel—replica uniforms, training wear

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

E-commerce

        We currently have an arrangement for online retailing withwhereby Kitbag andis granted a licence to use our brand and/or trademarks to operate the official online store, is branded as "United Direct." The online store sells a range of Manchester United branded merchandise including official replica kit and other clothing from Nike.adidas. In addition, we offerthe online store offers a broad range of other apparel, equipment such as balls, luggage and other accessories, homewares such as bedroom, kitchen and bathroom accessories, and collectibles, souvenirs and other gifts. We currently receive a royalty amountingan annual minimum guarantee as an advance against royalties, which royalties amount to a percentage of grossnet sales offrom the merchandise sales generated online.online store.

        We believe there is a significant opportunity for us to expand our e-commerce capabilities through improved leverage of our digital media platform, and focusing on delivering a tailored digital shopping experiences, greater product availability and more efficient fulfillment.experience at a regional level. Specifically, we intend to improve our ability to targetoffer targeted merchandise offerings to our followers, using their stated preferences and historical behavior. In addition, we will enable global and regionalcomplemented by more efficient fulfilment mechanics, including product




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delivery, availability and payment collection. We plan to develop partnerships with companies that have expertise in e-commerce, logistics and distribution by region in order to grow our online retailing and integrate it across our mobile & content platforms.methods.

Mobile & Content

Digital media

        Due to the power of our brand and the quality of our content, we have formed mobile telecom partnerships in numerous countries. Our website, www.manutd.com, is published in 7 languages and over the twelve months ended 30 June 20142015 attracted an average of approximately 47.043.0 million page views per month. We use our website, which incorporates e-commerce and video subscription services, to communicate with our followers, promote the Manchester United brand and provide a platform for our sponsors to reach our global audience. Our

        We believe our 659 million global followers put us in prime position to capitalize on social media outlets to further our brand. A portion of this following has already taken to social media, as our Facebook page currently hashad over 58.065.2 million connections as of 30 June 2015 and is one of the most highly




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followed and user engaged brand pages. The following graph shows the growth in the number of Facebook connections since July 2010June 2011 (in millions).



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

        The proliferation of digital television, broadband internet, smartphones, mobile applications and social media globally provides our business with many opportunities to extend the reach of our content. Specifically, we intend to use our website and other digital media platforms for direct-to-consumer businesses, including selling premium services such as international digital memberships, video and exclusive content subscriptions, other media services and e-commerce. We will also continue to leverage our digital media platform to generate customer data and information as well as follower profiles of commercial value to us, our sponsors and our media partners. We believe that in the future, digital media will be one of the primary means through which we engage and interact with our follower base.

Content and localization

        Our digital media properties are an increasingly important means through which we engage with our international fan base. In the United Kingdom, coverage of Manchester United and the Premier League is prevalent in print, television and digital media. We believe we face less competition in international markets for Manchester United coverage and can therefore attract and retain a greater portion of our followers to our own digital media offering. To take advantage of that opportunity, we




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will increasingly seek to develop additional premium and exclusive content to enhance the proposition for our followers, members and paid subscribers around the world. Our followers generally prefer to consume our content in their language and context. We believe we can effectively deliver tailored services to our followers globally through various language offerings, geographic targeting and personalized content. We currently have international language websites in English, Spanish, French, Arabic, Mandarin Chinese, Korean and Japanese, which enable us to engage with our followers in their native language.

Mobile services and applications

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




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

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

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

Video on demand

        The proliferation of broadband internet and mobile access also allows us to offer video on demand to our followers around the world. Through our website, we provide video on demand to our followers in a variety of formats and commercial models. Some video on demand content is free to all users, some content is only accessible upon registration and some content, as in the case of live preseason tour matches, is available on a pay per view basis.

        Going forward, we intend to continue to leverage the strength of our video production assets to generate improved and localized content such as high-definition match highlights, original studio programs and in-depth features on the club's players and history. Depending on the market, we may offer video on demand services via our media partners as part of a comprehensive suite of content rights, as well as on a direct-to-consumer basis.

Social media

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

        We currently have over 55.066.1 million connections on our Facebook page. We use Facebook as a means to communicate news and other updates, engage with our followers, identify active followers,




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

        Beyond Facebook, we intend to expand our reach through different social media platforms by launching additional Manchester United branded presences on global platforms as well as regional and language-specific platforms. For example, in China, this may include microblogs such as QQIn the 2014/15 season we launched on a number of new social networks: LINE, Kakao Story, WeChat and Sina Weibo, video sharing platforms such as Youku and Tudou, as well as social networking websites such as QQ and RenRen.Pinterest. We believe this continuous expansion will enable us to




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broaden the reach of our brand and the content we produce as well as enhance our engagement with followers in many of our key international and emerging markets.

Customer relationship management

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

Broadcasting

        We benefit from the distribution and broadcasting of live football content directly from the revenue we receive and indirectly through increased global exposure for our commercial partners. Broadcasting includes all revenue coveringis derived from the centrally negotiated domestic and international television and radio rights to the Premier League, the Champions League and domestic cupother competitions. Revenue from the sale of television rights are represented by both free television and pay television worldwide. In addition, our wholly-owned global television channel, MUTV, delivers Manchester United programming to over 8590 countries and territories around the world.

        Broadcasting revenue including, in some cases, prize money received by us in respectThe Premier League and UEFA negotiate their own media rights contracts independently of various competitions, will vary from year to year as a result of variability in the amount of available prize money and the performance of our first team in such competitions.

participating clubs. In respect of the Premier League, media agreements are typically three years in duration and are collectivelycentrally negotiated and entered into with media distributors by the Premier League on behalf of the member clubs. Under the agreements, broadcasting revenue for each season is typically shared between the clubs that are to be in the Premier League for the season and a part-share for the clubs that were relegated from the Premier League in the previous four seasons. After certain deductions approved by the Premier League (for example, donations to "grass roots" development), the income from the sale of the United Kingdom television rights is allocated to the current and relegated clubs according to a formula based on, among other things, finishing position in the league. Income from the sale of the rights to televise Premier League matches by overseas broadcast and radio is shared equally between the current clubs and a part-share for the clubs that were relegated from the Premier League in the previous four seasons.




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        In the Champions League, media agreements are also typically three years in duration and are collectively negotiated and entered into by UEFA on behalf of the participating clubs. EachUEFA has announced that the amounts to be shared by clubs participating in the Champions League and Europa League competitions will for the first time be centralized into one pot for the next three year cycle commencing with the 2015/16 football season. In the Champions League, each club receives a fixed amount for qualifying for the group stage, representing a significant portion of the total, and an additional amount for each match played, as well as a bonusand bonuses based on its performance in the group and qualification for the round of 16, quarter-finals and semi-finals. The runner-up and winner of the competition also earn additional amounts. InFor the 2013/14new 3-year agreement commencing in the 2015/16 season, each club receivedof the 32 clubs will receive a totalgroup stage allocation of €8.6 million in participation and match bonuses.€12.0 million. In addition, each club hadwill have the potential to earn up to €6.0€9.0 million in performance bonuses.bonuses if the team wins all six matches in the group stage (€1.5 million for a win and €0.5 million for a draw). In the event of a draw, the non-distributed balance (€0.5 million) will be aggregated and split amongst the clubs that won matches at the group stage in proportion to the number of matches won. Qualification for the round of 16 waswill be worth an additional €3.5€5.5 million per club, an additional €3.9€6.0 million per club for the quarter-finals, and an additional €4.9€7.0 million per club for the semi-finals. The runner-up of the competition earnedwill earn an additional €6.5€10.5 million and the winner earned an additional €10.5 million.€15.0 million (inclusive of their ticketing revenue share). In addition to the aforementioned fixed amounts, each group-stage club receives a share of the market pool which is




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        A second and third componentspecific to each country represented in the group-stage reflecting the relative value of revenueits Champions League broadcasting agreements with UEFA. 50% of each country market pool is determined by adistributed to its group-stage representatives based on each club's domestic league finishing position in its domestic league at the endprior season and 50% based on the number of the previous season as well as its performancegames played in the Champions League in the current seasoncompetition relative to other clubsteams from its homethe same country.

        Some The English market pool for the 2015/16 competition is approximately €124 million. This amount can vary from season to season subject to the composition of the broadcasting revenue in certain of the competitions in which our first team competes is distributed32 clubs taking part in the formgroup stage.

        Broadcasting revenue including, in some cases, prize money received by us in respect of various competitions, will vary from year to year as a result of variability in the amount of available prize money. Therefore, depending onmoney and the performance of our first team in certain competitions, we may be awarded some of this prize money.such competitions.

MUTV

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

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

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

        MUTV was founded in 1997 to be a dedicated television channel for the club. MUTV Limited, the owner of MUTV, was originally an equal equity interest joint venture between us, Sky Ventures Limited, a wholly-owned subsidiary of Sky, and ITV plc. We bought ITV plc's one-third share in MUTV Limited in November 2007 and in January 2013 we acquired the remaining one-third of the issued share capital of MUTV Limited from Sky Ventures Limited. MUTV Limited is now our wholly-owned subsidiary.

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

•

highlights from games and other time-delayed game footage, both of which are subject to certain holdback periods under the agreements between media distributors, the participating clubs and the Premier League and UEFA;



•

live coverage of promotional tours and exhibition games; and



•

lifestyle programming and other "behind the scenes" content profiling the club, our history, our manager and our players.




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Matchday

        Our stadium, which we fully own, is called Old Trafford and is known as "The Theatre of Dreams." We believe Old Trafford is one of the most famous and historic stadiums in the world. Football followers travel from all over the world to attend a match at Old Trafford. Old Trafford, which is now the largest football club stadium in the United Kingdom, with a capacity of 75,635, and has one of75,669. In the highest attendance rates of any football club in2014/15 season, the Premier League.club's 21 home games were attended by over 1.5 million people. The stadium has been completely renovated and has all the modern luxuries of any new stadium, including 154 luxury boxes,with approximately 8,000 executive club seats, including 154 luxury boxes, 15 restaurants and 4 sports bars.




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

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

        We operate a membership program. Individuals who become official members have the opportunity to apply for tickets to all home matches. Adult official members pay £32 per season to join the scheme while persons over the age of 65 and under the age of 18 receive a discount.

        The Manchester United Museum is located within Old Trafford. It chronicles Manchester United's 137-year history and houses the club's most precious artifacts and trophies. In 2014/15, we estimate that approximately 333,000 people visited the Manchester United Museum, making it the most visited football club museum in the United Kingdom.

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

Manchester United Museum

        The Manchester United Museum is located within Old Trafford. It chronicles Manchester United's 136-year history. In addition, it houses the club's most precious artifacts and trophies. In 2013/14, we estimate that approximately 331,000 people visited the Manchester United Museum making our museum the most visited football club museum in the United Kingdom.

Membership Program

        We also operate a membership program. Individuals who become Official Members have the opportunity to apply for tickets to all home matches. Adult Official Members pay £32 per season to join the scheme while persons over the age of 65 and under the age of 18 receive a discount.

UEFA Financial Fair Play Regulations

        On 27 May 2010, UEFA adopted the "UEFA Club Licensing and Financial Fair Play Regulations" ("FFP regulations")

        In 2010, UEFA adopted the FFP regulations, which are intended to ensure the financial self-sufficiency and sustainability of football clubs by discouraging them from continually operating at a loss, introduce more discipline and rationality on club finances, ensure that clubs settle their liabilities on a timely basis and encouraging long term investment in youth development and sporting infrastructure.




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

In addition, the FFP regulations provide that football clubs who are granted a licenseUEFA licence by their national association, based largely on infrastructure and personnel criteria set out by UEFA, and who then qualify for a UEFA competition based on sporting grounds,, will then be required to comply with a "monitoring" process. The monitoring process will involveinvolves the submission of certain financial information (a break-even test and payables analysis) to the Club Financial Control Body ("CFCB"). The CFCB is part of UEFA's Organs for the Administration of Justice and comprises a team of independent financial and legal experts. The CFCB will review financial submissions and decide what sanctions, if any, to apply to non-compliant clubs. Any appeal must be made directly to the Court of Arbitration for Sport. Potential sanctions for non-compliance with the Financial Fair Play rulesFFP regulations include a reprimand/warning, withholding of prize money, fines, prohibition on registering new players for UEFA competitions and ultimately exclusion from EuropeanUEFA competitions.




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        We submitted our first break-even assessment under the UEFA Financial Fair Play regulations, based on our 2011/12 audited financial statements, aheadAhead of registration for UEFA competitions for season 2013/14.2015/16 we submitted our payables analysis and break-even assessment under the FFP regulations, based on our fiscal year 2014 and fiscal year 2013 audited financial statements. The break-even test result was positive. As we are not participating in UEFA competitions for season 2014/15, there was no requirement forpositive i.e. a break-even test covering the aggregate of the two financial years ending in 2012/13.surplus. The break-even assessment is based on the sum of financial information for the three seasons prior to the assessment date withcompetition season. The payables analysis is carried out at 30 June prior to the exceptioncompetition season and is required in respect of the first assessmentpayments to other clubs for the 2013/14 season, which took into consideration the financial statements fortransfer fees, payments to staff including players and football club fiscal years ending in 2012staff and 2013. Monitoring of overdue payables commenced from June 2011.payments to tax authorities. The first sanctions may bewere applied fromin the 2014/15 season.season and include monetary fines, restrictions on wages and first team squad size and limitation on transfer expenditures.

        With respect to the "break-even" rule,break-even assessment, a club must demonstrate that its relevant "football" income is equal to or exceeds its "football" expenses. The permitted level of deficit is limited over the three year assessment period to just €5 million; however, in ordermillion, although a larger deficit of up to transition clubs into the new regime, UEFA has established higher deficit amounts for the three-year cumulative period (two years for the first test), which decrease over time, and are only available if the deficit€30 million is permitted provided it is reduced to the permitted €5 million acceptable deviation by equity contributions byfrom equity participants and/or related parties. The transition deficit thresholds are:

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€45 million for 2013/14 and 2014/15;



•

€30 million for 2015/16, 2016/17 and 2017/18; and



•

less than €30 million for 2018 and beyond.

Any club which exceeds the transitional deficit amounts€30 million limit will automatically be in breach of the "break-even"break-even rule, irrespective of any equity contributions.

        The combined net losses of European clubs has fallen by 70% in the three seasons to 2013/14 compared to the three seasons to 2010/11 which would suggest that the UEFA Licensing and Financial Fair Play Regulations are achieving their objectives. However, UEFA has recently announced some changes to the FFP regulations aimed primarily at clubs undergoing a business restructuring. Instead of breaching the FFP regulations and being subject to sanctions, the amended regulations enable clubs to voluntarily approach the CFCB with a business plan which demonstrates how they are going to remedy their short-term breach of FFP regulations and achieve break-even compliance over a four year time period. If the business plan is approved by the CFCB the club would not be subject to sanctions for the first two monitoring periods only (i.e. 2013/14 and 2014/15) UEFA will also consider (1) ifrestructuring year which results in a breach of the quantum and trend of losses is improving; (2) if the over-spend is caused by the deficit in 2011/12 which in turn is due to wages of players that were contracted before June 2010 (when the fair-play rules were approved); and (3) impact of changes in exchange rates.FFP regulations.

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

Premier League Short Term Costs Controls ("STCC") and Profitability and Sustainability Regulations

        In 2013, the Premier League adopted its own profitabilityagreed to adopt STCC and sustainability regulations similar to the UEFA Club LicensingProfitability and Financial Fair Play Regulations. BeginningSustainability regulations. The STCC commenced with the 2013/14 season and continuingcontinue through the 2015/16 season and mean Premier League teams wereare essentially required to limit annual increases in player wage costs, compared to the 2012/13 season, to £4 million per season for each of the three seasons, and no more than




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a £12 million aggregate increase over such period, unlessexcept if funded by increases in such team's revenue compared to 2012/13, excluding Premier League broadcasting revenue.

        No decision has yet been taken by the Premier League clubs as to whether STCC will continue for the next three year cycle from 2016/17 through 2018/19.

        Following the 2015/16 season, the profitability and sustainability regulations implement a "break-even"break-even rule similar to the break-even test of the UEFA Club Licensing and Financial Fair Play Regulations and aimed at encouraging footballPremier League clubs to operate on the basis ofwithin their own revenue.

means. Potential sanctions for non-compliance with the Premier League profitability and sustainability regulations include significant fines, player transfer restrictions and Premier League points deduction.

        We will submit our first break-even assessment under the Premier League profitability and sustainability regulations in March 2016, based on our 2013/14fiscal year 2014 and 2014/15fiscal year 2015 audited financial statements. The break-even test is based on a club's audited pre-tax earnings. If the break-even test results are positive, no further action is required until the next break-even test. If the initial test is negative, a club is re-tested, using the UEFA definition of "adjusted earnings before tax,"




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which allows credit for depreciation of tangible fixed assets and expenditure on youth development and community programs. If these second test results are negative by £15 million or less, no further action is required. If a club's losses exceed £15 million but are not more than £105 million, the club's ownership must provide secure funding to avoid sanctions. If these results are negative by more than £105 million, regardless of ownership funding, Premier League sanctions will apply.

        As with the UEFA Club Licensing and Financial Fair Play Regulations, we already operate within the Premier League profitability and sustainability regulations, and as a result we believe we are in a position to benefit from our strong revenue and cost control relative to other Premier League clubs and continue to attract some of the best players in the coming years.

Social Responsibility

The Manchester United Foundation

        We are committed to a wide-ranging corporate social responsibility program through Manchester United Foundation. The work of the Foundation is divided into three areas: (i) local community initiatives such as the Street Reds football program, which provides free football sessions to the young people of Greater Manchester; (ii) our global charitable partnership with UNICEF which operates under the United for UNICEF banner; and (iii) partnerships with local schools to provide bespoke football programs and academic qualifications. United for UNICEF, the international charity partnership between Manchester United and UNICEFUNICEF has had a positive impact on the lives of over 3.4 million children in countries across the globe, including China, India, Thailand, Laos, Vietnam, South Africa, Mozambique, Afghanistan and Iraq. The projects supported work with children living in poverty, often with no access to education and at risk from exploitation. The partnership also supports emergency relief appeals such as the Haiti earthquake disaster in 2010 and the urgent crisis in Syria in 2013.

Intellectual Property

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

        We consider our brand to be a key business asset and therefore have a portfolio of Manchester United related registered trademarks and trademark applications, with an emphasis on seeking and maintaining trademark registrations for the words "Manchester United" and the club crest. We also




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actively procure copyright protection and copyright ownership of materials such as literary works, logos, photographic images and audio visual footage.

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




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

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

Competition

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

•

Football clubs:  We compete against other football clubs in the Premier League for match attendance and Matchday revenue. We compete against football clubs around Europe and the rest of the world to attract the best players and coaches in the global transfer and football staff markets.



•

Television media:  We receive media income primarily from the Premier League and Champions League media contracts, each of which is collectively negotiated. Further details of such arrangements are set out in the section headed "—Revenue Sectors—Broadcasting." On a collective level, and in respect of those media rights we retain, we compete against other types of television programming for broadcaster attention and advertiser income both domestically and in other markets around the world.



•

Digital media:  We compete against other digital content providers for consumer attention and leisure time, advertiser income and consumer e-commerce activity.



•

Merchandise and apparel:  We compete against other providers of sports apparel and equipment.






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•

Sponsorship:  As a result of the international recognition and quality of our brand, we compete against many different outlets for corporate sponsorship and advertising income, including other sports and other sports teams, other entertainment and events, television and other traditional and digital media outlets.



•

Live entertainment:  We compete against alternative forms of live entertainment for the sale of matchday tickets, including other live sports, concerts, festivals, theatre and similar events.

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

Real Property

        We own or lease property dedicated to our football and other operations. The most significant of our real properties is Old Trafford. The following table sets out our key owned and leased properties. In connection with our new revolving credit facility, our secured term loan facility and our senior secured notes,the 2027 Notes, several of our owned properties, including Old Trafford are encumbered with land charges as security for all obligations under those agreements, although: (a) Manchester International Freight Terminal is




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

Key property and location		Primary function		Owned/leased		Owner/lessorlessee		Area
								(approx. m2)
Old Trafford Football Stadium, Manchester Lancashire		Football stadium		Owned (freehold)		Manchester United Limited			205,000
Aon Training Complex, 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, Chester Road, Manchester		Offices		Leased (through November 2018)		Manchester United Limited			1,176
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)August 2020)		Manchester United Limited			500

Legal Proceedings

        We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending legal proceedings, in the aggregate, will not have a material adverse effect on our business, financial condition or operating results. Further, we believe that the probability of any significantmaterial losses arising from these legal proceedings is remote and accordingly no provision has been made in our consolidated balance sheet as of 30 June 2014 in accordance with IFRS.remote.

Subsidiaries

        Our directly or indirectly wholly-owned principal subsidiaries are: Red Football Finance Limited;Limited, Red Football Holdings Limited;Limited, Red Football Shareholder Limited;Limited, Red Football Joint Venture Limited;Limited, Red Football Limited;Limited, Red Football Junior Limited;Limited, Manchester United Limited; Manchester




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United Football Club Limited; MU Finance plc; Manchester United Interactive Limited;Limited, Alderley Urban Investments Limited, Manchester United Commercial Enterprises (Ireland) Limited; Alderley Urban Investments Limited;Limited, Manchester United Football Club Limited, Manchester United Interactive Limited, Manchester United Commercial Holdings Limited, Manchester United Commercial Holdings Junior Limited, MU Finance plc, MU RAML Limited, and MUTV Limited. All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland.

Customers

        Our top five customers represented 51.1%54.9%, 45.5%51.1% and 50.1%45.5% of our total revenue in each of the years ended 30 June 2015, 2014 2013 and 2012,2013, respectively. Our top five customers arein the year ended 30 June 2015 were the Premier League, General Motors (Chevrolet), Nike, UEFA, Aon and General Motors (Chevrolet)Relevent (pre-season tour promoter). See "Item 3.D. Risk Factors—Risks Related to Our Business—We are exposed to credit related losses in the event of non-performance by counterparties to Premier League and UEFA media contracts as well as our key commercial and transfer contracts." Our top customer iswas the Premier League, who represented 21.4%25.4%, 17.6%21.4% and 19.9%17.6% of our total revenue in each of the years ended 30 June 2015, 2014 2013 and 2012,2013, respectively. Our second largest customer is Nike,was General




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Motors (Chevrolet), who represented 8.7%14.8%, 10.6%4.6% and 10.5%4.7% of our total revenue in each of the years ended 30 June 2015, 2014 2013 and 2012,2013, respectively.

        We have reachedOur 13-year agreement with Nike ended on 31 July 2015 and has been replaced by a 10-year agreement with adidas, with respect to our global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season.which began on 1 August 2015. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. See "Item 4. Information on the Company—Revenue Sectors—Commercial—Retail, Merchandising, Apparel & Product Licensing" above for additional information regarding our agreement with adidas.

ITEM 4A.    UNRESOLVED STAFF COMMENTS


        None.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS


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

Overview

        We are one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 136-year137-year heritage we have won 62 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world's leading sports brands and a global community of 659 million followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, mobile & content, broadcasting and matchday. We attract leading global companies such as adidas, Aon and General Motors (Chevrolet) and Nike that want access and exposure to our community of followers and association with our brand.

How We Generate Revenue

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




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Revenue Drivers

Commercial

        Our fastest growing source of revenue is derived from sponsors and commercial partners. We generate our Commercial revenue with low fixed costs and small incremental costs for each additional sponsor, making our commercial operations a relatively high margin and scalable part of our business and a principal driver of growth for our overall profitability. OurTotal Commercial revenue was £189.3 million for the year ended 30 June 2014.2015 was £196.9 million.

Sponsorship

        We monetize the value of our global brand and community of followers through marketing and sponsorship relationships with leading international and regional companies around the globe. We typically contractTo better capitalize on the strength of our brand, we have developed a global, regional and product segmentation strategy. Global sponsors include leading brands such as Abengoa, adidas, Aeroflot, Aperol, Aon, Bulova, Concha y Toro, DHL, Epson, General Motors (Chevrolet), Kansai, Nissin, Singha, Toshiba and Yanmar. In addition, we also have regional sponsors such as Apollo, Cho-A Pharm, European Foods, Federal,




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Honda, Hong Kong Jockey Club, Manda, Multistrada and Ottogi, who are sponsors across a variety of products and categories in certain regions and local markets around the world.

        The growing appeal of our brand is evident in the significant increase in sponsorship revenues in recent years, which show a 30.5% compound annual growth rate from fiscal year 2013 through fiscal year 2015 (the growth rate from fiscal year 2014 to fiscal year 2015 was 14.0% and from fiscal year 2013 to fiscal year 2014 was 49.4%). A partnership with our commercial sponsors in 2-5 year terms and have demonstrated anManchester United provides corporations with the ability to increaseassociate themselves with the value of these relationships over time by either renewing our existing contracts at higher prices or byhighly successful Manchester United brand and a global marketing new opportunities for sponsorship agreements. For example,platform to quickly and effectively amplify their brand and message to their potential customers.

        Our current shirt sponsor is General Motors (Chevrolet) became our exclusive. The shirt sponsor starting withsponsorship agreement began in the 2014/15 season and this sponsorship is currently contractedruns through the end of the 2020/21 season. Annual fees from our new shirt sponsorship agreement will be $70.0 million in the first season, and will increase by an additional 2.1% in each season thereafter through the term of the agreement. We also received approximately $18.6 million in fees in 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 arewith total fees payable of approximately $559 million. This represents a material increase fromWe received approximately $18.6 million in each of the Aon2012/13 and AIG shirt sponsorship deals, which were worth approximately £19.62013/14 seasons relating to pre-sponsorship support and exposure, with the remaining $521.8 million to be received and £14.1 million per season, respectively.recognized over seven years through to the end of the 2020/21 season.

        On 8 April 2013, we expanded our sponsorship relationship with Aon. Beginning on 1 July 2013, Aon became the first ever sponsor of ourOur current training facilities at Carrington. Further, Aon succeeded DHL as ourand training kit partner and our players and coaching staff will wear Aon-branded training kits at all domestic matches, as well as during training sessions. Under the agreement,is Aon. Aon becameare also the presenting partner offor all our pre-season tours for the next eight years, including the 2013 tour in Asia Pacific. The term of thetours. Our agreement with Aon runs through to the end of the 2020/21 season.

        Total sponsorship revenue for the year ended 30 June 20142015 was £135.8 million, an increase of £44.9 million, or 49.4%, over the year ended 30 June 2013, driven by new and renewed contracts with incremental pricing increases.£154.9 million.

Retail, Merchandising, Apparel & Product Licensing

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

        Nike currently managesAll of our retail, merchandising, apparel & product licensing operations pursuant tobusiness was previously managed by Nike, who paid us a minimum guaranteed amount and a share of the terms of abusiness' cumulative profits. The 13-year agreement expiring in 2015, which guaranteeswith Nike guaranteed us an aggregate minimum of £303 million, in sponsorship and licensing fees. In return for its rights undersubject to certain reductions. For the agreement, Nike pays us an annual installment in respectyear ended 30 June 2015, we recognized a total of £19.6 million, consisting of the £303minimum guaranteed amount and an additional £11.6 million minimum consideration.representing our portion of the cumulative profits.

        Our agreement with Nike ended on 31 July 2015. We have reachedentered into a 10-year agreement with adidas with respect to our global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million, with an average annual installment of £75 million per year over the term of the agreement, subject to certain adjustments.which began on 1 August 2015. See "Item 4. Information on the Company—Revenue




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Sectors—Commercial—Retail, Merchandising, Apparel & Product Licensing" above for additional information regarding our agreement with adidas.

        For the years ended 30 June 2014, 2013, and 2012, our agreement with Nike generated revenue of £24.8 million, £25.3 million and £25.4 million, respectively, which reflects the minimum guaranteed revenue under the agreement. For the year ending 30 June 2015, our agreement with Nike will generate minimum guaranteed revenue of £22.9 million, which includes a reduction of £2.5 million because our first team will not participate in the 2014/15 Champions League or 2014/15 Europa League.

        In addition, net profit (over and above the guaranteed revenue noted above) generated by Nike over the duration of the contract from the licensing, merchandising, and retail operations are shared equally between us and Nike. We recognize revenue from our portion of the cumulative profit share in our income statement only when a reliable estimate of the future performance of the contract can be obtained and only to the extent that the recognized amount of the profit share is considered probable on a cumulative basis at the end of the contract following the 2014/15 season. See "Item 5. B. Liquidity and Capital Resources" and "Item 5.A. Operating Results—Critical Accounting Policies and Judgments." OurTotal retail, merchandising, apparel & product licensing revenue from both the minimum guarantee and the profit share was £37.5 million for the year ended 30 June 2014.2015 was £31.7 million.

Mobile & Content

        Due to the powerstrength of our brand and the quality of our content, we have formed mobile telecom partnerships in numerous countries. In addition, we market content directly to our followers through our website, www.manutd.com, and associated mobile properties. OurTotal mobile & content revenue was £16.0 million for the year ended 30 June 2014.2015 was £10.4 million.

Broadcasting

        We benefit from the distribution of live football content directly from the revenue we receive and indirectly through increased global exposure for our commercial partners. Broadcasting revenue is derived from our share of the global television rights relating to the Premier League, UEFA Champions League and other competitions. The growing popularity of the Premier League and UEFA Champions League in international markets and the associated increases in media rights values have been major drivers of the increase in our overall Broadcasting revenue in recent years. On 13 June 2012,In February




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2015, the Premier League announced a three-year broadcastingnew UK television rights contract with Sky Sports and BT Sport worth £5.136 billion from the 2016/17 season to the 2018/19 season for its live domestic rights. The deal marked a significant increase of over 70% on the live rights to 154 games in the United Kingdomcurrent contract, which is worth £3.018 billion and runs from the 2013/14 season through the 2015/16 season.season, and represents the largest UK TV rights deal ever signed. The contract represents a £1.25 billion increase from the previous three-year contract for the live television rightsPremier League is in the United Kingdom and a continuing growth trend from prior years. We expect that the valueprocess of negotiating the international broadcast rights for the next three-year cycle will increase approximately 55-60% from the £455 million per year for the previous cycle, which included the 2010/11, 2011/12 and 2012/13 seasons. Based on current forecasts provided by the Premier League, we expect that, in the aggregate, the valueseasons 2016/17 through to the Premier League of the domestic and international broadcast rights for the current three-year cycle ending with the 2015/16 season will be £5.0 billion compared to the £3.5 billion over the previous three-year cycle. Media rights for the Champions League grew, according to the UEFA and internal data, from €865 million per season for each of the 2010/11, 2011/12 and 2012/13 seasons under the previous three-year contract to approximately €1,059 million per season under the current three-year contract.2018/19. Our share of the revenue under the Premier League broadcasting rights contract amounted to £96.6 million, £88.9 million £61.5 million and £61.3£61.5 million for the 2014/15, 2013/14 and 2012/13 and 2011/12 seasons, respectively, and our share of the revenue under the UEFA Champions League broadcasting rights contract amounted to £2.1 million (being distributions from UEFA relating to the previous season's competition), £39.3 million £31.3 million and £33.9£31.3 million for the 2014/15, 2013/14 and 2012/13 and 2011/12 seasons, respectively. Our participation in the Premier League and UEFA Champions League (and consequently, our receipt of the revenue generated by these broadcasting contracts) is predicated on the success of our first team, and if




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our first team fails to qualify for the UEFA Champions League or is relegated from the Premier League in any given season, our Broadcasting revenue for that and subsequent fiscal years will be adversely impacted, partially offset by lower resulting expenses. In addition, our global television channel, MUTV, delivers Manchester United programming to over 8590 countries and territories around the world. MUTV generated total revenue of £7.7 million, £6.7 million £8.6 million and £8.8£8.6 million for each of the years ended 30 June 2015, 2014 and 2013, and 2012, respectively. OurTotal Broadcasting revenue was £135.8 million for the year ended 30 June 2014.2015 was £107.7 million.

Matchday

        Matchday revenue is a function of the number of games played at Old Trafford, the size and seating composition of Old Trafford, attendance at our matches and the prices of tickets and hospitality sales. A significant driver of Matchday revenue is the number of home games we play at Old Trafford, which is based on 19 Premier League matches and any additional matches resulting from the success of our first team in the FA Cup, League Cup and European competitions. Our participation in the Premier League and European competitions (and consequently, our receipt of the revenue generated by these matches) is predicated on the success of our first team, and if our first team fails to qualify for European competitions or is relegated from the Premier League in any given season, our Matchday revenue for that and subsequent fiscal years will be adversely impacted, partially offset by lower resulting expenses. Average attendance for our home Premier League matches has been approximately 99% for each season since the 1997/98 season, with strong attendance for European competitions, FA Cup and League Cup matches. OurTotal Matchday revenue was £108.1 million for the year ended 30 June 2014,2015 was £90.6 million, which primarily included £53.5£40.5 million from gate receipts and £33.4£29.9 million from hospitality.

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

        We have also changed the composition of our general admission seats, improving the mix of ticketing options and developing a categorized approach for ticket pricing across each of our different seating options within the stadium. As a result, between the 2005/06 season and the 2013/14 season, the weighted average general admission ticket prices for our Premier League matches played at Old Trafford increased at a compound annual growth rate of 4.4%.

Other Factors That Affect Our Financial Performance

Employee benefit expenses

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

Other operating expenses

        Our other operating expenses include certain variable costs such as matchday catering, policing, security stewarding and cleaning at Old Trafford, visitor gateshare for domestic cups, and costs related




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to the delivery on media and commercial sponsorship contracts. Other operating expenses also include certain fixed costs, such as operating lease costs and property costs, maintenance, human resources, training and developments costs, and professional fees.




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Amortization and depreciation

        We amortize the capitalized costs associated with the acquisition of players' registrations. These costs are amortized over the period of the employment contract agreed with a player. If a player extends his contract prior to the end of the pre-existing period of employment, the remaining unamortized portion of the acquisition cost is amortized over the period of the new contract. Changes in amortization of the costs of players' registrations from year to year and period to period reflect additional transfer fees paid for the acquisition of players, the impact of contract extensions and the disposal of players' registrations. As such, increased players' registration costs in any period could cause higher amortization in that period and in future periods and have a negative impact on our results of operations. Moreover, to the extent that the player registration costs vary from period to period, this may drive variability in our results of operations. We also amortize the capitalized costs associated with the acquisition of other intangible assets over their estimated useful lives, which is typically 10 years.

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

Exceptional items

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

Profit on disposal of players' registrations

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

Finance costs

        A key component of our expenses during each of the past three fiscal years has been interest costs. Although we expect to reduce our leverage over time, we expect interest expense to continue to be a significant component of our expenses. Net finance costs were £27.4£35.2 million for the year ended 30 June 2014.2015. See "Item 5.B. Liquidity and Capital Resources—Indebtedness."

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

        On 24 June 2013, we exercised our option to redeem (in full) £177.8 million in aggregate principal amount of our outstanding 8³/4% pounds sterling senior secured notes due 2017 (the "2017 Sterling Notes" and, together with the 2017 Dollar Notes, the "2017 Notes") at a redemption price equal to 108.750% of the principal amounts of such notes and (in part) $22.1 million in aggregate principal




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amount of our outstanding 2017 Dollar Notes at a redemption price equal to 108.375% of the principal amount of such notes plus, in each case, accrued and unpaid interest to the date of such redemption with borrowings from our secured term loan facility.

        On 26 June 2015, we issued $425.0 million in aggregate principal amount of the 2027 Notes. The proceeds from the sale of the 2027 Notes were used to redeem the remaining $269.2 million in aggregate principal amount of our outstanding 8³/8% US dollar senior secured notes due 2017 with borrowings from our secured term loan facility. We redeemed the senior secured notesDollar Notes at a redemption price in respect of the 8³/4% pounds sterling senior secured notes, equal to 108.750%102.09375% of the principal amount of the 8³/4% pounds sterling senior securedsuch notes to be redeemed (or £1,087.50 per £1,000.00 in principal amount), and, in respect of the 8³/8% US dollar senior secured notes, equal to 108.375% of the principal amount of the 8³/8% US dollar senior secured notes to be redeemed (or $1,083.75 per $1,000.00 in principal amount) plus accrued and unpaid interest to 24 June 2013.




Tablethe date of Contentssuch redemption and to repay $90.7 million of our existing secured term loan.

Taxes

        During each of the three years ended 30 June 2015, 2014 2013 and 2012,2013, our principal operating subsidiaries were tax residents in the UK. During the year ended 30 June 2014,2015, we were subject to a weighted UK statutory tax rate of 20.75%, during the year ended 30 June 2014, we were subject to a weighted statutory tax rate of 22.5%, and during the year ended 30 June 2013, we were subject to a weighted statutory tax rate of 23.75% and during the year ended 30 June 2012, we were subject to a weighted statutory tax rate of 25.5%.

        Following the reorganization transactions, althoughAlthough we are organized as a Cayman Islands exempted company, we report as a US domestic corporation for US federal income tax purposes. As a result, our worldwide income is also subject to US taxes at the US statutory rate of 35%. We expect to utilize a credit in the United States for the UK taxes paid and therefore we do not expect to be double taxed on our income. Over the next few years, our effective tax rate may be volatile primarily due to the potential mismatch in the recognition of UK current tax liabilities and US deferred tax assets. During the same period we expect our total cash tax rate to be lower than the US statutory rate of 35% due to future US tax deductions related to differences in the book and tax basis of our assets as of the date of the reorganization. Thereafter, we expect our cash tax rate to align more closely with US statutory rate of 35%.

        We may also be subject to US state and local income (franchise) taxes based generally upon where we are doing business. These tax rates vary by jurisdiction and the tax base. Generally, state and local taxes are deductible for US federal income tax purposes. Furthermore, because most of our subsidiaries are disregarded from their owner for US federal income tax purposes, we are not able to control the timing of much of our US federal income tax exposure. In calculating our liability for US federal income tax, however, certain of our deductible expenses are higher than the amount of those same expenses under UK corporation tax rules, owing to differences in the relevant rules of the two jurisdictions and the related difference in the opening book versus tax basis of our assets and liabilities. Finally, our UK tax liability can be credited against our US federal income tax liabilities, subject to US rules and limitations. Nevertheless, over time we expect to pay higher amounts of tax than had we remained solely liable to tax in the United Kingdom. As a result, over time we do not expect our future taxation, either with respect to nominal tax rates, effective tax rates or total liability, to be comparable to those we experienced in the three fiscal years preceding the reorganization transactions.

Seasonality

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




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periods due to the timing of significant payments from major commercial agreements. As such, though we report interim results of operations for our first, second and third fiscal quarters, in managing our business, setting goals and assessing performance we focus primarily on our full-year results of operations rather than our interim results of operations.




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A.    OPERATING RESULTS

        The following table shows selected audited consolidated income statement data for the years ended 30 June 2015, 2014 2013 and 2012.2013.

		Year ended 30 June										Year ended 30 June
		2014			2013			2012				2015			2014			2013
		(£'000)										(£'000)
Income Statement Data
Revenue			433,164			363,189			320,320				395,178			433,164			363,189
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Analyzed as:
Commercial revenue			189,315			152,441			117,611				196,931			189,315			152,441
Broadcasting revenue			135,746			101,625			103,991				107,664			135,746			101,625
Matchday revenue			108,103			109,123			98,718				90,583			108,103			109,123
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Operating expenses—before exceptional items			(367,056	)		(304,120	)		(274,411	)			(385,265	)		(367,056	)		(304,120	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Analyzed as:
Employee benefit expenses			(214,803	)		(180,523	)		(161,688	)			(202,561	)		(214,803	)		(180,523	)
Other operating expenses			(88,298	)		(74,114	)		(66,983	)			(72,271	)		(88,298	)		(74,114	)
Depreciation			(8,665	)		(7,769	)		(7,478	)			(10,324	)		(8,665	)		(7,769	)
Amortization of players' registrations			(55,290	)		(41,714	)		(38,262	)
Amortization													(99,687	)		(55,290	)		(41,714	)
Operating expenses—exceptional items			(5,184	)		(6,217	)		(10,728	)			(2,336	)		(5,184	)		(6,217	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			(372,240	)		(310,337	)		(285,139	)			(387,179	)		(372,240	)		(310,337	)
Operating profit before profit on disposal of players' registrations			60,924			52,852			35,181				7,999			60,924			52,852
Profit on disposal of players' registrations			6,991			9,162			9,691				23,649			6,991			9,162
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Operating profit			67,915			62,014			44,872				31,648			67,915			62,014
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Finance costs			(27,668	)		(72,082	)		(50,315	)			(35,419	)		(27,668	)		(72,082	)
Finance income			256			1,275			779				204			256			1,275
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Net finance costs			(27,412	)		(70,807	)		(49,536	)			(35,215	)		(27,412	)		(70,807	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Profit/(loss) on ordinary activities before tax			40,503			(8,793	)		(4,664	)
Tax (expense)/credit			(16,668	)		155,212			27,977
(Loss)/profit on ordinary activities before tax													(3,567	)		40,503			(8,793	)
Tax credit/(expense)													2,672			(16,668	)		155,212
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Profit for the year			23,835			146,419			23,313
(Loss)/profit for the year													(895	)		23,835			146,419
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​
Attributable to:
Owners of the parent			23,835			146,250			22,986				(895	)		23,835			146,250
Non-controlling interest			—			169			327				—			—			169




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Year Ended 30 June 2015 as Compared to the Year Ended 30 June 2014

		Year ended 30 June
								% Change 2015 over 2014
		2015			2014
		(in £ millions)
Revenue			395.2			433.2			(8.8	)%
Commercial revenue			196.9			189.3			4.0	%
Broadcasting revenue			107.7			135.8			(20.7	)%
Matchday revenue			90.6			108.1			(16.2	)%
Total operating expenses			(387.2	)		(372.3	)		4.0	%
Employee benefit expenses			(202.6	)		(214.8	)		(5.7	)%
Other operating expenses			(72.3	)		(88.3	)		(18.1	)%
Depreciation			(10.3	)		(8.7	)		18.4	%
Amortization			(99.7	)		(55.3	)		80.3	%
Exceptional items			(2.3	)		(5.2	)		(55.8	)%
Profit on disposal of players' registrations			23.6			7.0			237.1	%
Net finance costs			(35.2	)		(27.4	)		28.5	%
Tax credit/(expense)			2.7			(16.7	)		—

Revenue

        Our consolidated revenue for the year ended 30 June 2015 was £395.2 million, a decrease of £38.0 million, or 8.8%, compared to the year ended 30 June 2014, as a result of a decrease in revenue in our Broadcasting and Matchday sectors, which was partially offset by an increase in revenue in our Commercial sector, as described below.

Commercial revenue

        Commercial revenue for the year ended 30 June 2015 was £196.9 million, an increase of £7.6 million, or 4.0%, over the year ended 30 June 2014.

•

Sponsorship revenue for the year ended 30 June 2015 was £154.9 million, an increase of £19.1 million, or 14.1%, over the year ended 30 June 2014, primarily due to the commencement of the seven-year General Motors (Chevrolet) shirt sponsorship and the activation of several new global and regional sponsorship deals.



•

Retail, merchandising, apparel & product licensing revenue for the year ended 30 June 2015 was £31.6 million, a decrease of £5.9 million, or 15.7%, over the year ended 30 June 2014, primarily due to reduced Nike guaranteed revenue due to non-participation in UEFA competitions in the current season.



•

Mobile & Content revenue for the year ended 30 June 2015 was £10.4 million, a decrease of £5.6 million, or 35.0%, over the year ended 30 June 2014, due to the expiration of a few of our mobile partnerships.

Broadcasting revenue

        Broadcasting revenue for the year ended 30 June 2015 was £107.7 million, a decrease of £28.1 million, or 20.7%, over the year ended 30 June 2014, primarily due to non-participation in UEFA competitions, partially offset by an increase in merit payments due to a higher Premier League finish.




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Matchday revenue

        Matchday revenue for the year ended 30 June 2015 was £90.6 million, a decrease of £17.5 million, or 16.2%, over the year ended 30 June 2014, primarily due to non-participation in UEFA competitions.

Total operating expenses

        Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization and exceptional items) for the year ended 30 June 2015 were £387.2 million, an increase of £14.9 million, or 4.0%, over the year ended 30 June 2014.

Employee benefit expenses

        Employee benefit expenses for the year ended 30 June 2015 were £202.6 million, a decrease of £12.2 million, or 5.7%, over the year ended 30 June 2014, primarily due to lower player wages.

Other operating expenses

        Other operating expenses for the year ended 30 June 2015 were £72.3 million, a decrease of £16.0 million, or 18.1%, over the year ended 30 June 2014, primarily due to non-participation in UEFA competitions.

Depreciation

        Depreciation for the year ended 30 June 2015 amounted to £10.3 million, an increase of £1.6 million, or 18.4%, over the year ended 30 June 2014, primarily due to capital expenditure at the Aon Training Complex and the Old Trafford stadium.

Amortization

        Amortization, primarily of players' registrations, for the year ended 30 June 2015 was £99.7 million, an increase of £44.4 million, or 80.3%, over the year ended 30 June 2014. The increase in amortization was primarily due to player acquisitions during the year (mainly Di Maria, Falcao and Shaw). The unamortized balance of players' registrations as of 30 June 2015 was £238.1 million, of which £92.6 million is expected to be amortized in the year ending 30 June 2016. The remaining balance is expected to be amortized over the three years ending 30 June 2019. This does not take into account player acquisitions after 30 June 2015, which would have the effect of increasing the amortization expense in future periods, nor does it consider player departures subsequent to 30 June 2015, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

Exceptional items

        Exceptional items for the year ended 30 June 2015 were £2.3 million, of which £1.2 million related to the present value of the additional contributions we are expected to pay to remedy the revised deficit of the Football League pension scheme as per the latest triennial actuarial valuation at 31 August 2014 and £1.1 million related to professional adviser fees related to public sales of our Class A ordinary shares by Red Football LLC and the Edward S. Glazer Irrevocable Exempt Trust. Exceptional items for the year ended 30 June 2014 were £5.2 million, of which £4.9 million related to compensation paid to the former manager and certain members of the coaching staff on loss of office and £0.3 million related to investment property impairment charges.




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Profit on disposal of players' registrations

        Profit on disposal of players' registrations for the year ended 30 June 2015 was £23.6 million, an increase of £16.6 million, or 237.1%, over the year ended 30 June 2014. The profit on disposal of players' registrations for the year ended 30 June 2015 primarily related to the disposal of Welbeck (Arsenal) and Nani (Fenerbache). The profit on disposal of players' registrations for the year ended 30 June 2014 related to the disposals of Buttner (Dynamo Moscow), Cole (Fulham), Tunnicliffe (Fulham), James (Leicester), Daehli (Molde) and Wooton (Leeds).

Net finance costs

        Net finance costs for the year ended 30 June 2015 were £35.2 million, an increase of £7.8 million, or 28.5%, over the year ended 30 June 2014. The increase was primarily due to a £3.6 million premium on the repurchase of our 2017 Dollar Notes and £3.8 million of non-cash accelerated amortization of finance and issue costs primarily related to the repurchase of our 2017 Dollar Notes. The debt refinancing in June 2015 included the issue of $425.0 million in aggregate principal amount of 2027 Notes, the redemption of the remaining $269.2 million in aggregate principal amount of our outstanding 2017 Dollar Notes and the repayment of $90.7 million of our existing secured term loan.

Tax

        The tax credit for the year ended 30 June 2015 was £2.7 million, compared to a tax expense of £16.7 million for the year ended 30 June 2014, primarily due to the result before tax in the respective years.

Year Ended 30 June 2014 as Compared to the Year Ended 30 June 2013

		Year ended 30 June										Year ended 30 June
								% Change 2014 over 2013										% Change 2014 over 2013
		2014			2013							2014			2013
		(in £ millions)										(in £ millions)
Revenue			433.2			363.2			19.3	%			433.2			363.2			19.3	%
Commercial revenue			189.3			152.5			24.1	%			189.3			152.5			24.1	%
Broadcasting revenue			135.8			101.6			33.7	%			135.8			101.6			33.7	%
Matchday revenue			108.1			109.1			(0.9	)%			108.1			109.1			(0.9	)%
Total operating expenses			(372.3	)		(310.3	)		20.0	%			(372.3	)		(310.3	)		20.0	%
Employee benefit expenses			(214.8	)		(180.5	)		19.0	%			(214.8	)		(180.5	)		19.0	%
Other operating expenses			(88.3	)		(74.1	)		19.2	%			(88.3	)		(74.1	)		19.2	%
Depreciation			(8.7	)		(7.8	)		11.5	%			(8.7	)		(7.8	)		11.5	%
Amortization of players' registrations			(55.3	)		(41.7	)		32.6	%
Amortization													(55.3	)		(41.7	)		32.6	%
Exceptional items			(5.2	)		(6.2	)		(16.1	)%			(5.2	)		(6.2	)		(16.1	)%
Profit on disposal of players' registrations			7.0			9.1			(23.1	)%			7.0			9.1			(23.1	)%
Net finance costs			(27.4	)		(70.8	)		(61.3	)%			(27.4	)		(70.8	)		(61.3	)%
Tax (expense)/credit			(16.7	)		155.2			—				(16.7	)		155.2			—

Revenue

        Our consolidated revenue for the year ended 30 June 2014 was £433.2 million, an increase of £70.0 million, or 19.3%, compared to the year ended 30 June 2013, as a result of an increase in revenue in our Commercial and Broadcasting sectors, which was partially offset by a decrease in revenue in our Matchday sector, as described below.




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Commercial revenue

        Commercial revenue for the year ended 30 June 2014 was £189.3 million, an increase of £36.8 million, or 24.1%, over the year ended 30 June 2013.

•

Sponsorship revenue for the year ended 30 June 2014 was £135.8 million, an increase of £44.9 million, or 49.4%, over the year ended 30 June 2013, primarily due to the activation of several new global and regional sponsorships, higher sponsorship renewals and a significant increase from the pre-season tour.



•

Retail, merchandising, apparel & product licensing revenue for the year ended 30 June 2014 was £37.5 million, a decrease of £1.1 million, or 2.8%, over the year ended 30 June 2013, primarily as a result of reduced minimum guaranteed revenue and a reduction in additional profit share pursuant to the agreement with Nike.



•

Mobile & Content revenue for the year ended 30 June 2014 was £16.0 million, a decrease of £7.0 million, or 30.4%, over the year ended 30 June 2013, due to the expiration of a few of our mobile partnerships.

Broadcasting revenue

        Broadcasting revenue for the year ended 30 June 2014 was £135.8 million, an increase of £34.2 million, or 33.7%, over the year ended 30 June 2013, primarily due to increased revenue from the Premier League domestic and international rights agreements and increased UEFA Champions League revenue as a result of receiving a larger share of the UK Market pool by finishing 1^st in the Premier League in the 2012/13 season compared to 2^nd in the 2011/12 season and progressing to the quarter-final stage compared to the round of 16 stage in the prior year.




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Matchday revenue

        Matchday revenue for the year ended 30 June 2014 was £108.1 million, a decrease of £1.0 million, or 0.9%, over the year ended 30 June 2013, primarily as a result of hosting a number of matches during the London Olympic Games in the prior year.

Total operating expenses

        Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization of players' registrations and exceptional items) for the year ended 30 June 2014 were £372.3 million, an increase of £62.0 million, or 20.0%, over the year ended 30 June 2013.

Employee benefit expenses

        Employee benefit expenses for the year ended 30 June 2014 were £214.8 million, an increase of £34.3 million, or 19.0%, over the year ended 30 June 2013, primarily due to the impact of player acquisitions and renegotiated player contracts.

Other operating expenses

        Other operating expenses for the year ended 30 June 2014 were £88.3 million, an increase of £14.2 million, or 19.2%, over the year ended 30 June 2013, primarily due to increases in legal, professional and other consultancy fees, increased pre-season tour costs and foreign exchange losses.




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Depreciation

        Depreciation for the year ended 30 June 2014 amounted to £8.7 million, an increase of £0.9 million, or 11.5%, over the year ended 30 June 2013, primarily due to capital expenditure at the Aon Training Complex.

Amortization of players' registrations

        Amortization, primarily of players' registrations, for the year ended 30 June 2014 was £55.3 million, an increase of £13.6 million, or 32.6%, over the year ended 30 June 2013. Increases in amortization due to player acquisitions during the year (mainly Fellaini and Mata) were partially offset by reductions due to departed players (mainly Berbatov). The unamortized balance of existing players' registrations as of 30 June 2014 was £204.6 million, of which £66.9 million is expected to be amortized in the year ended 30 June 2015. The remaining balance is expected to be amortized over the three years ending 30 June 2018. This does not take into account player acquisitions after 30 June 2014, which would have the effect of increasing the amortization expense in future periods, nor does it consider player departures subsequent to 30 June 2014, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

Exceptional items

        Exceptional items of £5.2 million were recognized for the year ended 30 June 2014, of which £4.9 million related to compensation paid to the former manager and certain members of the coaching staff on loss of office and £0.3 million related to investment property impairment charges. Exceptional items of £6.2 million were recognized for the year ended 30 June 2013, of which £3.8 million related to professional advisory fees in connection with the IPO and previously proposed public offering of shares and £2.4 million related to compensation paid to coaching staff on loss of office as a result of staff changes following the retirement of the then existing team manager.




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Profit on disposal of players' registrations

        Profit on disposal of players' registrations for the year ended 30 June 2014 was £7.0 million, a decrease of £2.1 million, or 23.1%, over the year ended 30 June 2013. The profit on disposal of players' registrations for the year ended 30 June 2014 related to the disposals of Buttner (Dynamo Moscow), Cole (Fulham), Tunnicliffe (Fulham), James (Leicester), Daehli (Molde) and Wooton (Leeds). The profit on disposal of players' registrations for the year ended 30 June 2013 related to the disposals of Brady (Hull), Park (QPR), Berbatov (Fulham) and Pogba (Juventus).

Net finance costs

        Net finance costs for the year ended 30 June 2014 were £27.4 million, a decrease of £43.4 million, or 61.3%, over the year ended 30 June 2013. The decrease was primarily due to a £31.9 million reduction in premium paid and accelerated amortisationamortization of issue discount and debt finance costs as a result of there being no repurchases of senior secured notes in the current year ended June 30 2014 compared to the prior year, and a £12.9 million reduction in interest payable on our secured borrowings following the refinancing in June 2013.

Tax

        The tax expense for the year ended 30 June 2014 was £16.7 million reflecting an effective tax rate of 41.2%. The effective tax rate iswas above the US federal income tax rate of 35% mainly due to foreign exchange losses arising on re-translation of US dollar denominated deferred tax assets. This compares to a credit of £155.2 million for the year ended 30 June 2013, which largely comprised the recognition of US deferred tax assets.

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

		Year ended 30 June
								% Change 2013 over 2012
		2013			2012
		(in £ millions)
Revenue			363.2			320.3			13.4	%
Commercial revenue			152.5			117.6			29.7	%
Broadcasting revenue			101.6			104.0			(2.3	)%
Matchday revenue			109.1			98.7			10.5	%
Total operating expenses			(310.3	)		(285.2	)		8.8	%
Employee benefit expenses			(180.5	)		(161.7	)		11.6	%
Other operating expenses			(74.1	)		(67.0	)		10.6	%
Depreciation			(7.8	)		(7.5	)		4.0	%
Amortization of players' registrations			(41.7	)		(38.3	)		8.9	%
Exceptional items			(6.2	)		(10.7	)		(42.1	)%
Profit on disposal of players' registrations			9.1			9.7			(6.2	)%
Net finance costs			(70.8	)		(49.5	)		43.0	%
Tax credit			155.2			28.0			454.3	%

Revenue

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




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Commercial revenue

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

•

Sponsorship revenue for the year ended 30 June 2013 was £90.9 million, an increase of £27.8 million, or 44.1%, over the year ended 30 June 2012, primarily as a result of the shirt pre-sponsorship support from General Motor of £11.9 million and an increase from the addition of several new global and regional sponsorships.



•

Retail, merchandising, apparel & product licensing revenue for the year ended 30 June 2013 was £38.6 million, an increase of £4.8 million, or 14.2%, over the year ended 30 June 2012, primarily as a result of additional profit share received pursuant to the agreement with Nike.



•

Mobile & Content revenue for the year ended 30 June 2013 was £23.0 million, an increase of £2.3 million, or 11.1%, over the year ended 30 June 2012, primarily as a result of the commencement of new mobile partnerships and increased revenues from existing partnerships.

Broadcasting revenue

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

Matchday revenue

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

Total operating expenses

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

Employee benefit expenses

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

Other operating expenses

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




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Depreciation

        Depreciation for the year ended 30 June 2013 amounted to £7.8 million, an increase of £0.3 million, or 4.0%, over the year ended 30 June 2012, primarily due to capital expenditures at the Aon Training Complex.

Amortization of players' registrations

        Amortization of players' registrations for the year ended 30 June 2013 was £41.7 million, an increase of £3.4 million, or 8.9%, over the year ended 30 June 2012. Increases in amortization due to player acquisitions during the year ended 30 June 2013 (mainly Robin van Persie, Shinji Kagawa,Wilfried Zaha and Nick Powell) were partially offset by reductions due to departed players (mainly Dimitar Berbatov).

Exceptional items

        Exceptional items of £6.2 million were recognized for the year ended 30 June 2013, of which £3.8 million related to professional advisory fees in connection with the IPO and previously proposed public offering of shares and £2.4 million related to compensation paid to coaching staff on loss of office as a result of staff changes following the retirement of the team manager and subsequent appointment of a new team manager. Exceptional items of £10.7 million were recognized for the year ended 30 June 2012, of which £8.9 million related to professional advisory fees in connection with the IPO and previously proposed public offering of shares and £1.8 million related to an increase in the provision relating to the Football League pension scheme deficit following an actuarial valuation.

Profit on disposal of players' registrations

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

Net finance costs

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

Tax

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




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

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

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

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

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

Critical Accounting PoliciesEstimates and Judgments

        The preparation of our financial information requires management to make estimates, judgments estimates and assumptions that affectconcerning the application of policiesfuture. Estimates, judgments and reported amounts of assetsassumptions are continually evaluated and liabilities, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors, including expectations of future events that




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are believed to be reasonable under the circumstances,circumstances. The resulting accounting estimates will, by definition, seldom equal the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources.related actual results.

        For a summary of all of our significant accounting policies, see Notenote 2 to our audited consolidated financial statements as of 30 June 20142015 and 20132014 and for the years ended 30 June 2015, 2014 2013 and 20122013 included elsewhere in this Annual Report.

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

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




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Revenue recognition

Commercial

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

        Minimum guaranteed revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefits enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized on a straight-line basis.

Certain sponsorship contracts include additional profit share arrangements based on cumulative profits earned from the utilization of the Manchester United brand.

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

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

        In respect of contractsthe new agreement with multiple elements, we allocate the total consideration receivable to each separately identifiable element based on their relative fair values, and then recognize the allocatedadidas, minimum guaranteed revenue will be recognized on a straight-line basis over the relevant period118-month term of each element.the contract, which runs from 1 August 2015 to 31 May 2025. The minimum guarantee payable by adidas over the term of the agreement is equal to £750 million, subject to certain adjustments. Payments due in a particular year may decrease if our first team fails to participate in the Champions League for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible reduction being 30% of the applicable payment for the second season of non-participation. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the term of the agreement. A critical judgment in future financial years therefore will be management's assessment as to whether or not our first team is likely to fail to




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        We have yet to determineparticipate in the appropriate revenue recognition policyChampions League for our recently announced agreement with adidas. See "Item 4. Information ontwo or more consecutive seasons during the Company—Revenue Sectors—Commercial—Retail, Merchandising, Apparel & Product Licensing" for additional information regarding our agreement with adidas.term of the agreement.

Broadcasting and Matchday

        For our accounting policies relating to Broadcasting revenue and Matchday revenue, which management dodoes not consider to involve critical estimates and judgments, see Notenote 2 to our audited consolidated financial statements as of 30 June 20142015 and 20132014 and for the years ended 30 June 2015, 2014 2013 and 20122013 included elsewhere in this Annual Report.

Impairment of goodwill and non-current assets

        The Company annually tests whether goodwill has suffered any impairment and more frequently tests whether events or changes in circumstances indicate a potential impairment. An impairment loss is recognized when the carrying value of goodwill exceeds its recoverable amount. Its recoverable amount is the higher of fair value less costs of disposal and value in use. The recoverable amount has been determined based on value-in-use calculations. These calculations require the use of estimates, both in arriving at the expected future cash flow and the application of a suitable discount rate in order to calculate the present value of these flows. See note 15 to our audited consolidated financial statements as of 30 June 2015 and 2014 and for the years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.

        All other non-current assets, including property plant and equipment and investment property, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment charges arising are recognized in the income statement when the carrying amount of an asset is greater than the estimated recoverable amount,




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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 flowflows that the asset is expected to generate when considered as part of a cash-generating unit. An impairment review trigger event would include, for example, our failure to qualify for the Champions League for a sustained period. In respect of player registrations, a further impairment review trigger event would occur when the player is excluded from our revenue generation, for example, as a result of a career-ending injury, and conditions indicate that the amortized carrying value of the asset is not recoverable.

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

Intangible assets—players' registrations

        The costs associated with the acquisition of players' registrations are capitalized as intangible assets at the fair value of the consideration payable, including an estimate of the fair value of any contingent consideration. Subsequent reassessments of the amount of contingent consideration payable are also included in the cost of the player's registration. The estimate of the fair value of the contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration such as the number of player appearances. This assessment is carried out on an individual player basis. Costs associated with the acquisition of players' registrations include transfer fees, Premier League levy fees, agents' fees and other directly attributable costs. These costs are amortized over the period covered by the player's contract. To the extent that a player's contract is extended, the remaining book value is amortized over the remaining revised contract life.




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Recognition of deferred tax assets

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

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

B.    LIQUIDITY AND CAPITAL RESOURCES

        Our primary cash requirements stem from the payment of transfer fees for the acquisition of players' registrations, capital expenditure for the improvement of facilities at Old Trafford and the Aon Training Complex, payment of interest on our borrowings, employee benefit expenses, and other operating expenses.expenses and dividends on our Class A ordinary shares and Class B ordinary shares. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players' registrations. Our existing borrowings primarily consist of our secured term loan facility and our senior secured notes,




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although we have in the past, and may from time to time in the future, repurchase our senior secured notes in open market transactions. Repurchased senior secured notes2017 Notes have been retired. Additionally, although we have not needed to draw any borrowings under either our old or new revolving credit facility since 2009, we have no intention of retiring our new revolving credit facility and may draw on it in the future in order to satisfy our working capital requirements. We manage our cash flow interest rate risk where appropriate using interest rate swaps at contract lengths consistent with the repayment schedule of our long term borrowings. Such interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. We have US dollar borrowings that we use to hedge a portion of our US dollar sponsorshipcommercial revenue exposure. See "—Indebtedness" below. We continue to evaluate our financing options and may, from time to time, take advantage of opportunities to repurchase or refinance all or a portion of our existing indebtedness to the extent such opportunities arise.

        We have not paid a dividend on our Class A ordinary shares or Class B ordinary shares since our IPO. On 17 September 2015, however, our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. We expect to continue paying regular dividends to our Class A ordinary shareholders and Class B ordinary shareholders out of our operating cash flows. The declaration and payment of any future dividends, however, will be at the sole discretion of our board of directors or a committee thereof, and our expectations and policies regarding dividends are subject to change as our business needs, capital requirements or market conditions change.

        Our business generates a significant amount of cash from our Matchday revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, we generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our broadcasting revenue from the Premier League and UEFA are paid periodically throughout the season,




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with primary payments made in late summer, December, January and the end of the football season. Our sponsorship and other Commercial revenue tends to be paid either quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred revenue, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred revenue is unwound through the income statement over the course of the fiscal year. Over the course of a year, we use our cash on hand to pay employee benefit expenses, other operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement at certain times during the year. In the event it ever became necessary to access additional operating cash, we also have access to cash through our new revolving credit facility. As of 30 June 2014,2015, we had no borrowings under our new revolving credit facility.

        Pursuant to our contract with Nike, which expired on July 31, 2015, we arewere previously entitled to share in the cumulative net profits (incremental to the guaranteed sponsorship and licensing fees) generated by Nike from the licensing, merchandising and retail operations. The annual installment Nike payspaid us in respect of the £303 million in minimum guaranteed sponsorship and licensing fees can bewas affected each year by the level of cumulative profits generated. Nike iswas required to pay us the cumulative profit share in cash as the first installment of the minimum guarantee in each fiscal year, with the balance (up to the portion of the minimum guarantee for that year) paid to us in equal quarterly installments. In the event the cumulative profit share paid to us in the first installment exceedsexceeded the portion of the minimum guarantee for that year, no additional payments arewere made for the remainder of the year. The excess of the amount received in cash from Nike above the minimum guarantee, if any, for any particular year iswas deemed to be the amount of cumulative profit retained in a particular year. At the end of the contract, we will receive a cash payment equal to the cumulative profit not previously retained, as described above. We are currently accruingThis cumulative profit share revenue, which has been accruing on our balance sheet, that willis due to be paid to us by Nike at the end of the contract, in October 2015.

        We have reached a 10-year agreementPursuant to our contract with adidas, with respect to our global technical sponsorship and dual-branded licensing rights beginning withwhich became effective on 1 August 2015, the 2015/16 season. The minimum guarantee payable by adidas over the 10-year term of the agreement is equal to £750 million, with an average annual installment of £75 million per year over the term of the agreement, subject to certain adjustments. See "Item 4. Information on the Company—Revenue Sectors—Commercial—Retail, Merchandising, Apparel & Product Licensing" above for additional information regarding our agreement with adidas.




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

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

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

        Acquisition and disposal of players' registrations also affects our current trade receivables and payables, which affects our overall working capital. Our current trade receivables include accrued income from sponsors as well as transfer fees receivable from other football clubs, whereas our trade




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payables include transfer fees and other associated costs in relation to the acquisition of players' registrations.

Capital expenditures at Old Trafford

        Our stadium, Old Trafford, remains one of our key assets and a significant part of the overall experience we provide to our followers. Old Trafford has been our home stadium since 1910 and has undergone significant changes over the years. To maintain the quality of service, enhance the fan experience and increase Matchday revenue, we continually invest in the refurbishment and regeneration of Old Trafford. Following a substantial development prior to the 2006/07 season, we expanded seating capacity at Old Trafford from approximately 68,000 to 75,635.75,669. In addition, we have continued to invest in improving hospitality suites and catering facilities through refurbishment programs. We record these investments as capital expenditures. Capital expenditure at Old Trafford was £2.3 million, £4.1 million £4.0 million and £15.3£4.0 million for the years ended 30 June 2015, 2014 2013 and 2012,2013, respectively. We typically invest approximately £3 million per year in refurbishment capital expenditure with further investments in expansion capital expenditure as required.

        In addition, we spent £7.6approximately £3.7 million in fiscal year 20132015 and approximately £2.0 million in fiscal year 2014 in connection with updating and expanding the Aon Training Complex, our training facility.

Mobile & Content capital expenditure

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

Net player capital expenditure

        From the year ended 30 June 2000 to the year ended 30 June 2014,Our average net player capital expenditure representedover the last 15 years has been a cash outflow of £22.6£27.9 million per fiscal year (excluding the sale of a player in the year ended 30 June 2009 that generated a significant cash inflow, average net player capital expenditure over the same period would have been a cash outflow of £28.0£33.3 million per fiscal year).




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However, net player capital expenditure has varied significantly from period to period, as shown in the table below, and while we expect that trend to continue, competition for talented players may force clubs to spend increasing amounts on player registration fees. We may explore new player acquisitions in connection with future transfer periods that may materially increase the amount of our net player capital expenditure. Actual cash used or generated from net player capital expenditure is recorded on our statement of cash flow under net cash used or generated in investing activities.




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Last 15 Years Net Player Capital Expenditure(1)




---

(1)

The net player capital expenditure data presented is the sum of all cash used for purchases of players' registrations and all cash generated from sales of players' registrations as disclosed in our consolidated annual financial statements. For the years ended 30 June 2013 to 30 June 2014,2015, the data above was derived from the annual financial statements of Manchester United plc. For the years ended 30 June 2007 to 30 June 2012, the above data was derived from the annual financial statements of Red Football Shareholder Limited. For the years prior to 2007, the annual financial statements used to derive the data above were those of the previous parent company, Manchester United plc. The information represents fiscal years which comprised 12 month periods except for the year ended 30 June 2005. Manchester United plc's fiscal year ended on 31 July until the 2005 fiscal year, which resulted in an 11-month fiscal year in 2005. Thus, the net player capital expenditure for the 2005 fiscal year is for the 11-month period ended 30 June 2005. Manchester United plc changed its name to Manchester United Limited in the fiscal year 2006. The annual financial statements for periods prior to our transition to IFRS on 1 July 2008 were prepared in accordance with Generally Accepted Accounting Practice in the United Kingdom.




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Working Capital

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




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Cash Flow

        The following table summarizes our cash flows for the years ended 30 June 2015, 2014 2013 and 20121:2013:

		Year ended 30 June										Year ended 30 June
		2014			2013			2012				2015			2014			2013
		(in £ millions)										(in £ millions)
Cash flow from operating activities
Cash generated from operations			101.7			129.9			80.3				195.0			101.7			129.9
Interest paid			(27.7	)		(73.6	)		(47.1	)			(42.6	)		(27.7	)		(73.6	)
Debt finance costs relating to borrowings			(0.1	)		(3.1	)		—				(6.5	)		(0.1	)		(3.1	)
Interest received			0.3			0.9			1.0				0.5			0.3			0.9
Tax (paid)/refunded			(1.4	)		3.1			(3.3	)			(2.5	)		(1.4	)		3.1
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Net cash generated from operating activities			72.8			57.2			30.9				143.9			72.8			57.2
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​
Cash flow from investing activities
Purchases of property, plant and equipment (net of proceeds)			(10.8	)		(12.5	)		(15.3	)			(5.5	)		(10.8	)		(12.5	)
Purchases of investment property			—			—			(7.3	)
Purchases of players' registrations			(92.9	)		(46.0	)		(59.0	)
Purchases of players' registrations and other intangible assets													(117.4	)		(92.9	)		(46.0	)
Proceeds from sale of players' registrations			14.0			9.7			9.4				20.6			14.0			9.7
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Net cash used in investing activities			(89.7	)		(48.8	)		(72.2	)			(102.3	)		(89.7	)		(48.8	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​
Cash flow from financing activities
Proceeds from issue of shares			—			70.3			—				—			—			70.3
Expenses directly attributable to issue of shares			—			(1.5	)		—				—			—			(1.5	)
Acquisition of additional interest in subsidiary			—			(2.7	)		—				—			—			(2.7	)
Proceeds from borrowings			—			209.2			—				272.5			—			209.2
Repayment of borrowings			(5.0	)		(259.3	)		(28.8	)			(227.9	)		(5.0	)		(259.3	)
Dividends paid			—			—			(10.0	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Net cash (used in)/generated from financing activities			(5.0	)		16.0			(38.8	)
Net cash generated from/(used in) financing activities													44.6			(5.0	)		16.0
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Net (decrease)/increase in cash and cash equivalents			(21.9	)		24.4			(80.1	)
Net increase/(decrease) in cash and cash equivalents													86.2			(21.9	)		24.4
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

Net cash generated from operating activities

        Net cash generated from operations represents our operating results and net movements in our working capital. Our working capital is generally impacted by the timing of cash received from the sale of tickets and hospitality and other Matchday sales, broadcasting revenue from the Premier League and UEFA and sponsorship and Commercial revenue. Cash generated from operations for the year ended 30 June 20142015 produced a cash inflow of £101.7£195.0 million, a decreasean increase of £28.2£93.3 million from a cash inflow of £129.9£101.7 million for the year ended 30 June 2013.2014. The decreaseincrease in cash generated from operations compared to the year ended 30 June 20132014 is largely due to net movements in our working capital. Cash generated from operations for the year ended 30 June 20122013 was £80.3£129.9 million.

        Additional changes in net cash generated from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our senior secured notes2027 Notes and variable rates of interest on our secured term loan facility. On 25 November 2013 we entered into anWe use interest rate swap which




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hasswaps to manage the cash flow interest rate risk. The swaps have the economic effect of converting interest on our secured term loan facility from variable rates to a fixed rate. Our new revolving credit facility is also subject to variable rates of interest. Interest paid was £27.7£42.6 million in the year ended 30 June 2014, a decrease2015, an increase of £45.9£14.9 million compared to £73.6£27.7 million in interest paid in the year ended 30 June 2013.2014. The decreaseincrease of £45.9£14.9 million was primarily due to a £21.0£5.6 million reductionincrease in interest paid and a £3.6 million premium paid in respect of the 2017 Dollar Notes as a result of the repurchase of these notes as part of the debt refinancing in June 2015, a £2.4 million increase in interest paid on the secured term loan facility and senior secured notes followingdeferred element of a terminated interest rate swap which was settled as part of the debt refinancing, inand £1.4 million of costs associated with the prior year and a £22.0 million reduction relating to the premium paid on redemption of senior secured notes in the prior year as there were no redemptions of senior secured notes in the current year.debt refinancing. Interest paid was £47.1£73.6 million for the year ended 30 June 2012.2013.




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        Net cash generated from operating activities was £72.8£143.9 million in the year ended 30 June 2014,2015, compared to net cash generated from operating activities of £72.8 million for the year ended 30 June 2014. Net cash generated from operating activities was £57.2 million for the year ended 30 June 2013. Net cash generated from operating activities was £30.9 million for the year ended 30 June 2012.

Net cash used in investing activities

        Capital expenditure for the acquisition of playersplayers' registrations as well as for improvements to property, principally at Old Trafford and the Aon Training Complex, are funded through cash flow generated from operations, proceeds from the sale of players' registrations and, if necessary, from our new revolving credit facility. Capital expenditure on the acquisition, disposal and trading of players' registrations tends to vary significantly from year to year depending on the requirements of our first team, overall availability of players, our assessment of their relative value and competitive demand for players from other clubs. By contrast, capital expenditure on the purchase of property, plant and equipment tends to remain relatively stable as we continue to make improvements at Old Trafford and invest in the expansion of our training facility, the Aon Training Complex.

        Net cash used in investing activities for the year ended 30 June 20142015 was £89.7£102.3 million, an increase of £40.9£12.6 million from £48.8£89.7 million for the year ended 30 June 2013,2014, primarily due to higher purchases of players' registrations.

        For the year ended 30 June 2014,2015, net capital expenditure was £10.8£5.5 million, a decrease of £1.7£5.3 million from net capital expenditure of £12.5£10.8 million for the year ended 30 June 2013.2014. Net capital expenditure for the year ended 30 June 2015 related mainly to refurbishment work at Old Trafford and new pitches at the Aon Training Complex. Net capital expenditure for the year ended 30 June 2014 related mainly to general development at Old Trafford and the Aon Training Complex.

        For the year ended 30 June 2015, net player capital expenditure was £96.8 million, an increase of £17.9 million from net player capital expenditure of £78.9 million for the year ended 30 June 2014. Net player capital expenditure for the year ended 30 June 2013 related2015 mainly to upgrades to our corporate facilities and general development at Old Trafford together with the redevelopment of our training facility at Carrington.

        For the year ended 30 June 2014, net player capital expenditure was £78.9 million, an increase of £42.6 million from net player capital expenditure of £36.3 millioncomprised expenditures for the year ended 30 June 2013. Net playeracquisitions of Di Maria, Rojo, Fellaini, Depay and Shaw, less payments received relating to the disposal of Welbeck and Kagawa. Player capital expenditure for the year ended 30 June 2014 mainly comprised expenditures for the acquisitions of Fellaini, Herrera, Mata, van Persie and Zaha less payments received relating to the disposal of Berbatov, Brady, Buttner and O'Shea. Player capital expenditure for the year ended 30 June 2013 mainly comprised expenditures for the acquisitions of Kagawa, Powell, van Persie and Zaha less payments received relating to the disposals of Berbatove, Diouf, O'Shea, Park and Pogba.

        For the year ended 30 June 2012,2013, net capital expenditure on the purchase of property, plant and equipment and investment property was a cash outflow of £22.6£12.5 million. Net player capital expenditure was £49.6£36.3 million. As a result, net cash used in investing activities was £72.2£48.8 million.

Net cash generated from/(used in) financing activities

        Net cash generated from financing activities for the year ended 30 June 2015 was £44.6 million, an increase of £49.6 million compared to net cash used of £5.0 million for the year ended 30 June 2014.

        During the year ended 30 June 2015, we issued £267.8 million ($425.0 million) in aggregate principal amount of the 2027 Notes. We used the proceeds to repurchase all of our outstanding 2017 Dollar Notes, comprising a principal value of £169.6 million ($269.2 million) and a premium on repurchase of £3.6 million ($5.6 million). We also amended the terms of our US dollar secured term loan facility, reducing the outstanding principal amount by £57.2 million ($90.7 million), reducing the interest rate to LIBOR plus an applicable margin between 1.75% per annum and 1.25% per annum, and extending the term of the facility to June 2025.

        Net cash generated from financing activities for the year ended 30 June 2014 was £5.0 million, an increase of £21.0 million from over net cash generated of £16.0 million for the year ended 30 June 2013. During the year ended 30 June 2014, we repaid £5.0 million of borrowings, primarily relating to the secured term loan facility.




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        Net cash generated from financing activities for the year ended 30 June 2013 was £16.0 million, an increase of £54.8 million from over £38.8 million net cash used in financing activities for the year ended 30 June 2012. During the year ended 30 June 2013, we raised £70.3 million ($110.2 million) following our IPO. The net proceeds of the share issue were used to repurchase a portion of our 8.375% US dollar senior secured notes,the 2017 Dollar Notes, comprising a principal value of £62.6 million ($101.7 million) and a premium on repurchase of £5.3 million ($8.5 million). Expenses of £1.5 million directly attributable to the issue of new shares were incurred. In June 2013 we refinanced a portion of our borrowings with a new £209.2 million ($315.7 million) US dollar secured term loan facility. We used the proceeds from the new secured term loan facility to repurchase all £177.8 million in aggregate principal amount of our 8.75% pounds sterling senior secured notes2017 Sterling Notes and £14.0 million ($22.1 million) in aggregate principal amount of our 8.375% US dollar senior secured notes,2017 Dollar Notes, repaying a total equivalent to £208.5 million, comprising a principal value of £191.8 million and a premium on repurchase of £16.7 million. On 2 January 2013, we acquired the remaining 33.3% of the issued share capital of MUTV Limited for a purchase consideration (including transaction costs) of £2.7 million. We also repaid the loan stock issued to the former minority shareholder of MUTV Limited amounting to £4.4 million.

Indebtedness

        Our primary sources of indebtedness consist of our secured term loan facility and our senior secured notes.2027 Notes. As part of the security for our secured term loan facility, our senior secured notes2027 Notes and our new revolving credit facility, substantially all of our assets are subject to liens and mortgages.

Description of principal indebtedness

Secured term loan facility

        Our wholly-owned finance subsidiary, MU Finance plc, has a secured term loan facility with Bank of America, N.A. as lender. As of 30 June 20142015 the sterling equivalent of £177.5£140.2 million (net of unamortized issue costs of £2.5£3.0 million) was outstanding. The outstanding principal amount was $307.8 million.

        On 11 August 2014 we re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was increased to the original principal amount of $315.7$225.0 million. We continue to have the option to repay the loan at any time, however, scheduled repayments are no longer required.time. The remaining balance of the loan is now repayable on 8 August 2019. All other terms of the loan remain unchanged.26 June 2025.

        Loans under the secured term loan facility bear interest at a rate per annum equal to US dollar LiborLIBOR (provided that if the rate is less than zero, LIBOR shall be deemed to be zero) plus the applicable margin. The applicable margin, means 2.75% per annum, except if no event of default has occurred and is continuing, it means the following:

Total net leverage ratio (as defined in the secured term loan facility agreement)		Margin % (per annum)
Greater than 4.0			2.75
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			2.001.75
Greater than 2.0 but less than or equal to 2.53.5			1.751.50
Less than or equal to 2.002.0			1.501.25

        While any event of default is continuing, the applicable margin shall be the highest level set forth above.

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




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        The secured term loan facility contains a financial maintenance covenant (identical to the covenant contained in the revolving credit facility—see below) requiring us to maintain consolidated profit/loss for the period before depreciation, amortization of, and profit on disposal of, players' registrations, exceptional items, net finance costs, and tax ("EBITDA") of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive years) during the life of the secured term loan facility if we fail to qualify for the first round group stages (or its equivalent from time to time) of the Champions League.




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        Our secured term loan facility contains events of default typical in facilities of this type, as well as typical covenants including restrictions on incurring additional indebtedness, paying dividends or making other distributions or repurchasing or redeeming our stock, selling assets, including capital stock of restricted subsidiaries, entering into agreements restricting our subsidiaries' ability to pay dividends, consolidating, merging, selling or otherwise disposing of all or substantially all of our assets, entering into sale and leaseback transactions, entering into transactions with our affiliates and incurring liens. TheCertain events of default and covenants in the secured term loan facility are subject to certain thresholds and exceptions described in the agreement governing the secured term loan facility.

Senior secured notes

        Our wholly-owned finance subsidiary, MU Finance plc, initially issued $425 million in aggregate principal amount of 8³/8%3.79% senior secured notes due 2017.2027 (which we refer to throughout this Annual Report as the "2027 Notes"). As of 30 June 20142015 the sterling equivalent of £152.7£265.7 million (net of unamortized issue costs of £4.7£4.8 million) was outstanding. The outstanding principal amount was $269.2$425.0 million. The 2027 Notes mature on 25 June 2027.

        Our senior secured notesThe 2027 Notes are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited and are secured against substantially all of the assets of Red Football Limited andthose entities.

        The note purchase agreement governing the 2027 Notes contains a financial maintenance covenant requiring us to maintain consolidated EBITDA of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive years) during the life of the guarantors.2027 Notes if we fail to qualify for the first round group stages (or its equivalent from time to time) of the Champions League.

        The indenturenote purchase agreement governing our senior secured notesthe 2027 Notes contains events of default typical for securities of this type, as well as customary covenants and restrictions on the activities of Red Football Limited and each of Red Football Limited's subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of Red Football Limited's assets. The covenants in the indenturenote purchase agreement governing our senior secured notesthe 2027 Notes are subject to certain thresholds and exceptions described in the indenturenote purchase agreement governing our senior secured notes.the 2027 Notes.

        Our outstanding senior secured notesThe 2027 Notes may be redeemed in part, in an amount not less than 5% of the aggregate principal amount of the 2027 Notes then outstanding, or in full, at any time at 100% of the redemption prices (expressed as percentages of principal amount plus a "make-whole" premium of such notes) set forth below, plus accrued and unpaidan amount equal to the discounted value (based on the US Treasury rate) of the remaining interest payments due on the notes redeemedup to 25 June 2027.

Revolving facility

        Our new revolving facilities agreement allows MU Finance plc (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £125 million, plus (subject to certain conditions) the dateability to incur a further £25 million by way of such redemption, if redeemed duringincremental facilities, from a syndicate of lenders with Bank of America Merrill Lynch International Limited as agent and security trustee. As of 30 June 2015, we had no outstanding borrowings and had £125 million (exclusive of capacity under the twelve-month period beginning on 1 February of the years indicated below:

Year		Redemption Price
2014			104.188	%
2015			102.094	%
2016			100.000	%

        In the event we exerciseincremental facilities) in borrowing capacity under our option to redeem any series of notes pursuant to the terms of the indenture and less than all of the notes of such series are to be redeemed, the trustee will select notes for redemption on a pro rata basis.revolving credit facility agreement.




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Revolving credit facility

        Our initial revolving credit facility agreement allows Manchester United Limited and Manchester United Football Club Limited to borrow up to £75 million from a syndicate of lenders and J.P. Morgan Europe Limited as agent and security trustee. The facility consists of two individual facilities of £50 million and £25 million. As of 30 June 2014, we had no outstanding borrowings and had £75 million in borrowing capacity under our revolving credit facility agreement.

        Our revolving credit facility is scheduled to expire in 2016.on 26 June 2021 (although it may be possible for any subsequent incremental facility thereunder to expire at a later date). Any amount still outstanding at that time will be due in full immediately on thatthe applicable expiry date. The revolving credit facility contains an annual minimum five-day "net clean down" mandatory repayment in order to reduce outstanding revolving loans to £25 million, net of certain credits for unrestricted cash, for such five-day period.

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

        Loans under the revolving credit facility bear interest at a rate per annum equal to LIBOR (or in relation to a loan in euros, EURIBOR) (provided that if that rate is less than zero, LIBOR or, as the case may be, EURIBOR, shall be deemed to be zero) plus the applicable margin and any mandatory cost.margin.

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

Total net leverage ratio (as defined in the revolving credit facility agreement)		Margin % (per annum)
Equal to or greater than 4.5			3.50
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 lessGreater than 3.5			2.751.75
Greater than 2.0 but less than or equal to 3.5			1.50
Less than 3.0or equal to 2.0			2.501.25

        While any default is continuing, the applicable margin shall be the highest level set forth above.

        A commitment fee is payable on the available but undrawn amount of the revolving credit facility, at a rate equal to 35%40% per annum of the applicable margin.

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

        In addition to the general covenants described below, the revolving credit facility contains a financial maintenance covenant requiring us to maintain consolidated EBITDA of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive years) during the life of the revolving credit facility if we fail to qualify for the first round group stages (or its equivalent from time to time) of the Champions League. In addition, in the event that the financial covenant is not complied with, such non-compliance may also be cured with the cash proceeds of additional shareholder funding or subordinated shareholder funding no later than the end of the period 20 business days following the earlier of the date on which the compliance certificate setting out the calculations in respect of the relevant covenant determination is required to be delivered and the date on which it is delivered under the terms of the revolving facilities agreement, and no equity cures may be made in consecutive financial quarters.

        Our revolving credit facility contains events of default typical in facilities of this type, as well as typical covenants including restrictions on incurring additional indebtedness, paying dividends or making other distributions or repurchasing or redeeming our stock, making investments, selling assets, including capital stock of restricted subsidiaries, entering into agreements restricting our subsidiaries' ability to pay dividends, consolidating, merging, selling or otherwise disposing of all or substantially all of our assets, entering into sale and leaseback transactions, entering into transactions with our affiliates and incurring liens. TheCertain events of default and covenants in the revolving credit facility are subject to certain thresholds and exceptions described in the agreement governing the revolving credit facility.




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Alderley facility

        The Alderley facility consists of a bank loan to Alderley Urban Investments Limited, a subsidiary of Manchester United Limited. The loan attracts interest at LIBOR plus 1%. As of 30 June 2014, £6.12015, £4.9 million was outstanding under the Alderley facility. £1.9£1.3 million of the loan is repayable in quarterly installments through July 2018, and the remaining balance of £4.2£3.6 million is repayable at par on 9 July 2018. The loan is secured against the Manchester International Freight Terminal which is owned by Alderley Urban Investments Limited.

Loan stock issued        As of 30 June 2015, we were in compliance with all covenants in relation to minority shareholder of MUTV

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

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

        We do not conduct research and development activities.

D.    TREND INFORMATION

        Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since 30 June 20142015 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E.    OFF BALANCE SHEET ARRANGEMENTS

Transfer fees payable

        Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific performance conditions are met. As noted above, we estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions being met and monitor this on an ongoing basis. A provision of £0.3£3.4 million relating to this contingent consideration has been recognized on our balance sheet as of 30 June 2014,2015, and the maximum additional amount that could be payable as of that date is £20.8£26.3 million.

Transfer fees receivable

        Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when probable and recognized when virtually certain. As of 30 June 2014,2015, we do not believe receipt of any such amounts£2.2 million to be probable.

Other commitments

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

        As of 30 June 2014,2015, we had not entered into any other off-balance sheet transactions.




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F.     CONTRACTUAL OBLIGATIONS

        The following table summarizes our contractual obligations as of 30 June 2014:2015:

		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)			29,363			216,244			164,006			—			409,613				16,418			32,907			35,172			512,682			597,179
Finance lease obligations			—			—			—			—			—				—			—			—			—			—
Operating lease obligations(3)			1,736			1,542			257			4,190			7,725				2,258			1,641			223			3,441			7,563
Purchase obligations(4)			96,765			38,305			5,315			—			140,385				119,104			47,627			2,230			—			168,961
Other long-term liabilities			—			—			—			—			—				—			—			—			—			—
​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total			127,864			256,091			169,578			4,190			557,723				137,780			82,175			37,625			516,123			773,703
​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​																	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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(1)

This table reflects contractual non-derivative financial obligations including interest and operating lease payments and therefore differs from the carrying amounts in our consolidated financial statements.



(2)

As of 30 June 2014,2015, we had $307.8$225.0 million of our secured term loan facility outstanding and $269.2$425.0 million of our 8³/8% US dollar senior secured notes2027 Notes outstanding. Other long-term indebtedness consists of a bank loan to Alderley Urban Investments, a subsidiary of Manchester United Limited. As of 30 June 2014,2015, we had £6.1£4.9 million outstanding under the Alderley facility. See "Item 5.B. Liquidity and Capital Resources—Indebtedness—Description of principal indebtedness" and Note 23note 24 to our audited consolidated financial statements as of 30 June 20142015 and 20132014 and for the three years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.



(3)

We enter into operating leases in the normal course of business. Most lease arrangements provide us with the option to renew the leases at defined terms. The future operating lease obligations would change if we were to exercise these options, or if we were to enter into additional new operating leases. See Note 29.1note 28.1 to our audited consolidated financial statements as of 30 June 20142015 and 20132014 and for the three years ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report.



(4)

Purchase obligations include current and non-current obligations related to the acquisition of players' registrations and capital commitments. Purchase obligations also include obligations relating to the previously terminated interest rate swap amounting to £9.2 million (including interest payable of £0.7 million). Purchase obligations do not include contingent transfer fees of £20.8 million£26.3million which are potentially payable by us if certain specific performance conditions are met.

        Except as disclosed above and in Note 30.2note 29.2 to our audited consolidated financial statements as of 30 June 2015 and 2014 and for the yearyears ended 30 June 2015, 2014 and 2013 included elsewhere in this Annual Report, as of 30 June 2014,2015, we did not have any material contingent liabilities or guarantees.

G.    SAFE HARBOR

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




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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


A.    DIRECTORS AND SENIOR MANAGEMENT

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

Name		Age			Position
Avram Glazer			54		Executive Co-Chairman and Director
Joel Glazer			4748		Executive Co-Chairman and Director
Edward Woodward			4243		Executive Vice Chairman and Director
Richard Arnold			4344		Group Managing Director and Director
Jamieson Reigle			3738		ManagingCommercial Director Asia Pacificand Director
Kevin Glazer			5253		Director
Bryan Glazer			4950		Director
Darcie Glazer Kassewitz			4647		Director
Edward Glazer			4445		Director
Robert Leitão			5152		Independent Director
Manu Sawhney			4748		Independent Director
John Hooks			5859		Independent Director

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

        Avram Glazer, aged 54, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester United Limited. Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a US public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. Mr. Glazer received a business degree from Washington University in St. Louis in 1982. He received a law degree from American University, Washington College of Law in 1985.

        Joel Glazer, aged 47,48, is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester United Limited. Mr. Glazer is Co-Chairman of the Tampa Bay Buccaneers. Mr. Glazer is a member of the NFL Finance and International Committees. Mr. Glazer graduated from American University in Washington, D.C., in 1989 with a bachelor's degree.

        Edward Woodward, aged 42,43, is Executive Vice Chairman and a Director of the Company. He was appointed to our board of directors on 30 April 2012 and is currently Executive Vice Chairman of Manchester United Limited, having been elected to its board of directors in February 2008. He is also director of Manchester United Merchandising Limited and MUTV Limited and is Chairman ofwas appointed to the Marketing CommitteeBoard of the European Clubs Association.Association in September 2015 and is also Chairman of the Association's Marketing and Communications Working Group. On joining the club in 2005 he initially managed the capital structure of the group and advised on the overall financial business plan. In 2007 he assumed responsibility for the commercial and media operations and developed and implemented a new overall commercial strategy for the club. This resulted in a new structured approach to commercializing the brand, including developing the sponsorship strategy, led out of the London office. Mr. Woodward formerly worked as a senior investment banker within J.P. Morgan's international mergers and acquisitions team between 1999 and 2005. Prior to joining J.P. Morgan, Mr. Woodward worked for PricewaterhouseCoopers in the Accounting and Tax Advisory department between 1993 and 1999. He received a Bachelor of Science degree in physics from Bristol University in 1993 and qualified for his Chartered Accountancy in 1996.

        Richard Arnold, aged 43,44, is the Group Managing Director and a Director of the Company. In his capacity as Group Managing Director, Mr. Arnold oversees all commercial and operational aspects of




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the Company. He is also Chairman of the Manchester United Foundation. In his previous role as Commercial Director (until 30 June 2013) he was responsible for the management and growth of the Company's sponsorship business, retail, merchandising, apparel & product licensing business, and mobile & content business. In this capacity he was nominated for SportBusiness International's Sports innovator of the year list in 2011. Mr. Arnold is on the board of Manchester United Merchandising Limited and MUTV Limited. Mr. Arnold was previously Deputy Managing Director of InterVoice Ltd responsible for the international channel sales and marketing division of InterVoice Inc., a NASDAQ listed technology company, between 2002 and 2007. He was nominated as a finalist for Young Director of the Year by the United Kingdom Institute of Directors in 2004 and 2005. Prior to InterVoice, he worked at Global Crossing Europe Ltd, a company in the technology sector, on its restructure between 1999 and 2002. Prior to this he was a senior manager in the telecommunications and media practice at PricewaterhouseCoopers from 1993 to 1999, including working on the privatization of the Saudi Telecommunications Corporation and the Initial Public Offering of Orange in the United Kingdom. He received an honors Bachelor of Science degree in biology from Bristol University in 1993 and received his Chartered Accountancy qualification in 1996.

        Jamieson Reigle, aged 37,38, is the Company's Commercial Director and a Director of the Company. He was appointed to our board of directors on 30 December 2014. He is responsible for managing the sponsorship sales, relationship management, marketing and strategy teams globally. Since 2012, he has served as the Company's Managing Director, Asia Pacific. He isPacific responsible for the management and growth of the Company's businessesbusiness in the Asia Pacific region. Mr. Reigle joined Manchester United in 2007 and previously served as Director of Corporate Development with responsibility for the Company's capital structure, investor relations and growth strategy. Prior to Manchester United Limited, Mr. Reigle worked in private equity with The Carlyle Group and in investment banking with J.P. Morgan. He received a Bachelor of Arts degree in Economics from Dartmouth College and a Master of Business Administration from Stanford University's Graduate School of Business.

        Kevin Glazer, aged 52,53, is a Director of the Company. He is currently a director of Red Football Limited and a director of Manchester United Limited. He is currently the Co-Chairman of First Allied Corporation. Mr. Glazer graduated from Ithaca College in 1984 with a Bachelor of Arts degree.

        Bryan Glazer, aged 49,50, is a Director of the Company. He is currently a director of Red Football Limited and Manchester United Limited. He is the Co-Chairman of the Tampa Bay Buccaneers and also serves on the NFL's Digital Media Committee. Mr. Glazer serves on the board of directors of the Glazer Children's Museum. He received a bachelor's degree from the American University in Washington, D.C., in 1986 and received his law degree from Whittier College School of Law in 1989.

        Darcie Glazer Kassewitz, aged 46,47, is a Director of the Company. She is currently a director of Red Football Limited. Ms. Glazer is the Co-President of the Glazer Family Foundation. She graduated cum laude from the American University in 1990 and received a law degree in 1993 from Suffolk Law School.

        Edward Glazer, aged 44,45, is a Director of the Company. He is currently a non-executive director of Red Football Limited. He is Co-Chairman of the Tampa Bay Buccaneers and Co-Chairman of First Allied Corporation. Mr. Glazer is also the co-President of the Glazer Family Foundation. Mr. Glazer received a bachelor's degree from Ithaca College in 1992.

        Robert Leitão, aged 51,52, is an Independent Director of the Company. He is currently Head of the UK and Chairman of the Management Committee of Rothschild's Global Financial Advisory business. Mr. Leitão joined Rothschild in 1998 as a Director and was appointed Managing Director in 2000, Head of Mergers and Acquisitions in 2001 and Head of UK Investment Banking in 2008. Prior to joining Rothschild, Mr. Leitão worked for Morgan Grenfell & Co. Limited in London, where he was appointed a Director in 1995. He also serves as Chairman of the Trustees of The Pennies Foundation. Mr. Leitão received a Bachelor of Science degree in engineering from the University of London in 1984. He received his Chartered Accountancy qualification in 1988.




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        Manu Sawhney, aged 47,48, is an Independent Director of the Company. With over 2225 years of rich experience in the Asian sports, media, entertainment and consumer products industry, Mr. Sawhney is currently the CEO of SportsHub Pte Ltd, which manages Singapore's premier sports, entertainment and lifestyle hub consisting of a unique cluster development of integrated world-class sports facilities. Prior to this role, Mr. Sawhney was in his last role the Managing Director of ESPN STAR Sports (ESS), a 50:50 joint venture for Asia between Disney and News Corp and reported directly to the Board and was responsible for the overall business leadership & P&L of the company across 24 countries in Asia. Mr. Sawhney led ESS's growth and expansion across multiple platforms in various local markets across Asia including business expansion in Taiwan, start-up of a new joint venture in Korea, consolidation of business in China and securing long terms strategic partnerships in Malaysia, Indonesia and Singapore. Prior to heading ESS's Asia operations, Mr. Sawhney served as the Executive Vice President of Programming/EMG/Marketing/Marketing & Network Presentation, wherein he negotiated and secured various multi-year renewals of key global and regional rights & affiliate deals totaling billions of dollars.deals. Mr. Sawhney also previously served as the Managing Director of ESS's South Asia business based out of India. Before joining ESS, he worked for 3 years with ITC Global Holdings, a subsidiary of British American Tobacco.Holdings. After completing his engineering degree, Mr. Sawhney worked at Eicher Motors,Tractors Ltd, a leading Indian farm equipment company. Mr. Sawhney holds a Bachelor's degree in Mechanical Engineering from the Birla Institute of Technology & Science, Pilani, India, and received his Masters in International Business from Indian Institute of Foreign Trade, New Delhi, India. Mr. Sawhney also servesserved as a member of the 28th S. E. Asia Games Steering Committee.Committee held in Singapore in June 2015.

        John Hooks, aged 58,59, is an Independent Director of the Company. He has been working in the luxury fashion industry for over 30 years. He has held positions in some of the sector's most influential companies. Having graduated from Oxford University in 1978, he entered the fashion industry through Gruppo Finanziario Tessile S.p.A. (GFT) in Turin, Italy, a company with which he remained for 14 years, holding a variety of positions, including that of Commercial Director for Valentino, President, CIDAT USA, in New York and finally as Commercial Director for GFT Asia. In this role, from 1988 to 1994, he was responsible for the establishment of GFT's regional subsidiary companies and the distribution network in Japan, South Korea, Hong Kong, as well as mainland China (one of the first foreign fashion companies to be present in the country) for brands including Giorgio Armani, Christian Dior, Claude Montana, Valentino, Emanuel Ungaro, Trussardi and Pierre Cardin. In 1995, he joined Jil Sander A.G. in Hamburg, Germany, initially as Commercial Director for Europe and Asia, before assuming global responsibility, when he was appointed Commercial and Retail Director in 1998. In 2000, Mr. Hooks was recruited by Giorgio Armani S.p.A. as Group Commercial and Marketing Director, based at the company's Milan headquarters. In this role, he was charged with the expansion of the company's global wholesale and retail network. He later assumed the role of deputy managing director and subsequently that of deputy chairman of the Armani group. In AugustFrom 2011 to 2014, he became the Groupwas group President of Ralph Lauren Europe and the Middle East. He is currently CEO of Pacific Global Management.

Family Relationships

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

Arrangements or Understandings

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




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B.    COMPENSATION

        We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our directors and members of the executive management for services in all capacities to our Company or our subsidiaries for the 20142015 fiscal year, as well as the amount contributed by our




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Company or our subsidiaries to retirement benefit plans for our directors and members of the executive management board.

Directors and Executive Management Compensation

        The compensation for each member of our executive management is comprised of the following elements: base salary, bonus, contractual benefits and pension contributions. The total amount of compensation (including share-based payments) paid or payable and benefits in kind provided to the members of our board of directors and our executive management employees for the fiscal year 20142015 was £7.8£9.8 million. We do not currently maintain any bonus or profit-sharing plan for the benefit of the members of our executive management, however, certain members of our executive management are eligible to receive annual bonuses (including share-based awards) pursuant to the terms of their service agreements. The total amount set aside or accrued by us to provide pension, retirement or similar benefits to our directors and our executive management employees with respect to the fiscal year 20142015 was £0.1 million.

Employment or Service Agreements

        We have entered into written employment or service agreements with each of the members of our executive management, which agreements provide, among other things, for benefits upon a termination of employment. In order to align the interests of our executive management with our shareholders members of our executive management are eligible to receive annual share-based awards (or cash and share-based awards) pursuant to our 2012 Equity Incentive Award Plan (the "Equity Plan"). The amount of the awards will generally be subject to the discretion of our board of directors and our remuneration committee. In order to encourage retention, the awards are eligible to become vested over a multi-year period following the date of grant. In connection with their receipt of the awards, each member of our executive management will agree to hold a minimum of that number of Class A ordinary shares with a value equal to such member's annual salary for so long as such member is employed by us

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

Share-Based Compensation Awards

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

The Equity Plan

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

        During the year ended 30 June 20142015 certain directors and members of executive management were awarded Class A ordinary shares, pursuant to the Equity Plan. These shares are subject to varying vesting schedules over a multi-year period. The fair value of these shares was the quoted market price




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on the date of award. Details of the share awards outstanding and therefore potentially issuable as new shares are as follows:

		Number of Class A A ordinary shares
Outstanding at beginning of the year			111,916105,425
Awarded during the year			102,180248,847
Forfeited during the year			(44,393	)
Vested during the year			(64,27895,117	)
​	​	​	​	​
Outstanding at the end of the year			105,425259,155
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

        The fair value of shares awarded during the year was $15.92$17.65 (£10.50)10.79) per share.

Share reserve

        Under the Equity Plan, 16,000,000 shares of our Class A ordinary shares are reserved for issuance pursuant to a variety of share-based compensation awards, including share options, share appreciation rights, or SARs, restricted share awards, restricted share unit awards, deferred share awards, deferred share unit awards, dividend equivalent awards, share payment awards and other share-based awards. Of these reserved shares, 15,907,74315,793,411 remain available for issuance.issuance as of 9 October 2015.

Administration

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

Eligibility

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

Awards

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

•

Share Options provide for the right to purchase Class A ordinary shares at a specified price, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant's continued employment or service




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with us and/or subject to the satisfaction of corporate performance targets and/or individual performance targets established by the administrator.




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•

Restricted Shares may be granted to any eligible individual selected by the administrator and are made subject to such restrictions as may be determined by the administrator. Restricted shares, typically, are forfeited for no consideration or repurchased by us at the original purchase price (if applicable) if the conditions or restrictions on vesting are not met. The Equity Plan provides that restricted shares generally may not be sold or otherwise transferred until the applicable restrictions are removed or expire. Recipients of restricted shares, unlike recipients of share options, have voting rights and have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividends will generally be placed in escrow, and will not be released until the restrictions are removed or expire.



•

Restricted Share Units may be awarded to any eligible individual selected by the administrator, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. The Equity Plan provides that, like restricted shares, restricted share units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted shares, Class A ordinary shares underlying restricted share units are not issued until the restricted share units have vested, and recipients of restricted share units generally have no voting or dividend rights prior to the time when vesting conditions are satisfied and the Class A ordinary shares are issued.



•

Deferred Share Awards represent the right to receive Class A ordinary shares on a future date. The Equity Plan provides that deferred shares may not be sold or otherwise hypothecated or transferred until issued. Deferred shares are not issued until the deferred share award has vested, and recipients of deferred shares generally have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the Class A ordinary shares are issued. Deferred share awards generally will be forfeited, and the underlying Class A ordinary shares of deferred shares will not be issued, if the applicable vesting conditions and other restrictions are not met.



•

Deferred Share Unit Awards may be awarded to any eligible individual selected by the administrator, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Each deferred share unit award entitles the holder thereof to receive one share of our Class A ordinary shares on the date the deferred share unit becomes vested or upon a specified settlement date thereafter. The Equity Plan provides that, like deferred shares, deferred share units may not be sold or otherwise hypothecated or transferred until vesting conditions are removed or expire. Unlike deferred shares, deferred share units may provide that Class A ordinary shares in respect of underlying deferred share units will not be issued until a specified date or event following the vesting date. Recipients of deferred share units generally have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the Class A ordinary shares underlying the award have been issued to the holder.



•

Share Appreciation Rights, or SARs, may be granted in the administrator's discretion separately or in connection with share options or other awards. SARs granted in connection with share options or other awards typically provide for payments to the holder based upon increases in the price of our Class A ordinary shares over a set exercise price. There are no restrictions specified in the Equity Plan on the exercise of SARs or the amount of gain realizable therefrom, although the Equity Plan provides that restrictions may be imposed by the administrator in the SAR agreements. SARs under the Equity Plan may be settled in cash or Class A ordinary shares, or in a combination of both, at the election of the administrator.






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•

Dividend Equivalents represent the value of the dividends, if any, per Class A ordinary share paid by us, calculated with reference to the number of Class A ordinary shares covered by the award.




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The Equity Plan provides that dividend equivalents may be settled in cash or Class A ordinary shares and at such times as determined by the administrator.



•

Share Payments are payments made to employees, consultants or non-employee directors in the form of Class A ordinary shares or an option or other right to purchase Class A ordinary shares. Share payments may be made as part of a bonus, deferred compensation or other arrangement and may be subject to a vesting schedule, including vesting upon the attainment of performance criteria, in which case the share payment will not be made until the vesting criteria have been satisfied. Share payments may be made in lieu of cash compensation that would otherwise be payable to the employee, consultant or non-employee director or share payments may be made as a bonus payment in addition to compensation otherwise payable to such individuals.

Change in control

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

Adjustments of awards

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

Amendment and termination

        The Equity Plan provides that our board of directors or the remuneration committee (with the approval of the board of directors) may terminate, amend or modify the Equity Plan at any time and from time to time. However, the Equity Plan generally requires us to obtain shareholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange law),




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including in connection with any amendments to increase the number of shares available under the Equity Plan (other than in connection with certain corporate events, as described above).




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Securities laws

        The Equity Plan is designed to comply with all applicable provisions of the Securities Act and the Exchange Act and, to the extent applicable, any and all regulations and rules promulgated by the SEC thereunder. The Equity Plan is administered, and stock options will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. On 13 August 13, 2012, we filed with the SEC a registration statement on Form S-8 covering Class A ordinary shares issuable under the Equity Plan.

UK Subplan

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

C.    BOARD PRACTICES

Board of Directors

        We currently have 1112 directors, three of whom are independent directors, on our board of directors. Any director on our board may be removed by way of an ordinary resolution of shareholders or by our shareholders holding a majority of the voting power of our outstanding ordinary shares by notice in writing to the Company. Any vacancies on our board of directors or additions to the existing board of directors can be filled by our shareholders holding a majority of the voting power of our outstanding ordinary shares by notice in writing to the Company. Each of our directors holds office until he resigns or is recused from office as discussed above.

Committees of the Board of Directors and Corporate Governance

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

Audit committee

        Our audit committee consists of Messrs. Robert Leitão, Manu Sawhney and John Hooks. Our board of directors determined that Messrs. Robert Leitão, Manu Sawhney and John Hooks satisfy the "independence" requirements set forth in Rule 10A-3 under the Exchange Act. Mr. Robert Leitão acts as chairman of our audit committee and satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the Exchange Act. A copy of our audit committee charter is available on our website. The inclusion of our website in this Annual Report does not include or incorporate by reference the information on our website into this Annual Report. The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:

•

selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm;






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reviewing with our independent registered public accounting firm any audit issues or difficulties and management's response;




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•

discussing the annual audited financial statements with management and our independent registered public accounting firm;



•

reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant control deficiencies;



•

annually reviewing and reassessing the adequacy of our audit committee charter;



•

such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and



•

meeting separately and periodically with management, our internal auditors and our independent registered public accounting firm.

Remuneration committee

        Our remuneration committee consists of Messrs. Joel Glazer, Avram Glazer and Robert Leitão. Mr. Joel Glazer is the chairman of our remuneration committee. A copy of our remuneration committee charter is available on our website. The inclusion of our website in this Annual Report does not include or incorporate by reference the information on our website into this Annual Report. The remuneration committee is responsible for, among other things:

���•

determining the levels of remuneration for each of our executive officers and directors; however, no member of the remuneration committee will participate in decisions relating to his or her remuneration;



•

establishing and reviewing the objectives of our management compensation programs and compensation policies;



•

reviewing and approving corporate goals and objectives relevant to the remuneration of senior management, including annual and long-term performance goals and objectives;



•

evaluating the performance of members of senior management and recommending and monitoring the remuneration of members of senior management; and



•

reviewing, approving and recommending the adoption of any equity-based or non-equity based compensation plan for our employees or consultants and administering such plan.

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




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D.    EMPLOYEES

Employees

        The average monthly number of employees during the years ended 30 June 2015, 2014 2013 and 2012,2013, including directors, was as follows:

		2014 Number			2013 Number			2012 Number				2015 Number			2014 Number			2013 Number
Average number of employees:
Football—players			79			82			79				73			79			82
Football—technical and coaching			92			76			80				89			92			76
Commercial			138			125			76				122			138			125
Media			91			69			73				89			91			69
Administration and other			469			391			388				440			469			391
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Average monthly number of employees			869			743			696				813			869			743
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

        We are not a signatory to any labor union collective bargaining agreement. We also engaged approximately 2,275, 2,323 2,395 and 2,3762,395 temporary employees in fiscal years 2015, 2014 2013 and 2012,2013, respectively, on a regular basis to perform, among other things, catering, security, ticketing, hospitality and marketing services during Matchdays at Old Trafford. Compensation to full-time and temporary employees is accounted for in our employee benefit expenses.

E.    SHARE OWNERSHIP

        The following table shows the number of shares owned by our directors and members of our executive management as of 149 October 2014:2015:

		Class A Ordinary Shares			%			Class B Ordinary Shares			%			% of Total Voting Power(1)				Class A Ordinary Shares			%			Class B Ordinary Shares			%			% of Total Voting Power(1)
Avram Glazer(2)(3)			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Joel Glazer(2)(4)			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Edward Woodward				(*)			(*)		—			—				(*)				(*)			(*)		—			—				(*)
Richard Arnold				(*)			(*)		—			—				(*)				(*)			(*)		—			—				(*)
Jamieson Reigle				(*)			(*)		—			—				(*)				(*)			(*)		—			—				(*)
Kevin Glazer(2)(5)			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Bryan Glazer(2)(6)			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Darcie Glazer Kassewitz(2)(7)			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Edward Glazer(2)(8)			—			—			3,500,000			2.82	%		2.73	%			—			—			4,000,000			3.23	%		3.13	%
Robert Leitão			—			—			—			—			—				—			—			—			—			—
Manu Sawhney			—			—			—			—			—				—			—			—			—			—
John Hooks			—			—			—			—			—				—			—			—			—			—

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(1)

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



(2)

Red Football LLC is a wholly-owned subsidiary of Red Football Limited Partnership. The general partner of Red Football Limited Partnership is Red Football General Partner Inc. Trusts controlled by six lineal descendants of Mr. Malcolm Glazer each own an equal number of shares of Red Football General Partner Inc., as well as an equal percentage of the limited partnership interests in




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Red Football Limited Partnership. These lineal descendants of Mr. Glazer are also directors of Red Football General Partner Inc. The six lineal descendants of Mr. Glazer are Avram Glazer, Joel Glazer, Bryan Glazer, Edward Glazer, Darcie Glazer Kassewitz and Kevin Glazer. Joel Glazer is the president of Red Football General Partner Inc. The lineal descendants of Mr. Malcolm Glazer may be deemed to share beneficial ownership of the shares held by Red Football Limited Partnership as a result of their status as shareholders of Red Football General Partner Inc., President of Red Football General Partner Inc. (with respect to Joel Glazer) and holders of limited partnership interests in Red Football Limited Partnership. Information on Red Football LLC's shareholding in the Company can be found in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders".

(3)

Shares owned by Avram Glazer Irrevocable Exempt Trust, of which Avram Glazer is the sole trustee.



(4)

Shares owned by Joel M. Glazer Irrevocable Exempt Trust, of which Joel Glazer is the sole trustee.



(5)

Shares owned by Kevin Glazer Irrevocable Exempt Family Trust, of which Kevin Glazer is the sole trustee.



(6)

Shares owned by Bryan G. Glazer Irrevocable Exempt Trust, of which Bryan Glazer is the sole trustee.



(7)

Shares owned by Darcie S. Glazer Irrevocable Exempt Trust, of which Darcie Glazer Kassewitz is the sole trustee.



(8)

Shares owned by Edward S. Glazer Irrevocable Exempt Trust, of which Edward Glazer is the sole trustee.



(*)

These directors and members of our executive management individually own less than 1% of our Class A ordinary shares.




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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


A.    MAJOR SHAREHOLDERS

        The following table shows our major shareholders (shareholders that are beneficial owners of 5% or more of each class of the Company's voting shares) as of 149 October 2014,2015, based on notifications made to the Company or public filings:

		Class A Ordinary Shares			%			Class B Ordinary Shares			%			% of Total Voting Power(1)				Class A Ordinary Shares			%			Class B Ordinary Shares			%			% of Total Voting Power(1)
Red Football LLC(2)			11,019,033			27.69	%		103,000,000			83.08	%		81.34	%			8,019,033			20.10	%		85,000,000			68.55	%		67.04	%
Baron Capital Group, Inc			15,026,190			37.76	%		—			—			1.17	%			16,149,730			40.48	%		—			—			1.26	%
FMR LLC			3,981,000			10.00	%		—			—			0.31	%			3,979,700			9.98	%		—			—			0.31	%
Tybourne Capital Management (HK) Limited			3,060,052			7.69	%		—			—			0.24	%
Blackrock, Inc.			2,965,726			7.45	%		—			—			0.23	%
Lansdowne Partners Limited			2,731,445			6.86	%		—			—			0.21	%			3,931,445			9.86	%		—			—			0.31	%
Jupiter Asset Management Limited																			2,172,182			5.45	%		—			—			0.17	%
Avram Glazer Irrevocable Exempt Trust			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Joel M. Glazer Irrevocable Exempt Trust			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Kevin Glazer Irrevocable Exempt Family Trust			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Bryan G. Glazer Irrevocable Exempt Trust			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Darcie S. Glazer Irrevocable Exempt Trust			—			—			3,500,000			2.82	%		2.73	%			—			—			7,000,000			5.65	%		5.47	%
Edward S. Glazer Irrevocable Exempt Trust			—			—			3,500,000			2.82	%		2.73	%

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(1)

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



(2)

See "Controlling Shareholder" below for further information on Red Football LLC.




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        Since the formation of the Company on 30 April9 October 2012, the only significant changes of which we have been notified in the percentage ownership of our shares by our major shareholders described above were that:

•

prior to the reorganization transactions and public offering, Red Football LLC held 100% of our Class A shares and 100% of our Class B shares;



•

on 20 August 2012, Soros Fund Management LLC made a public filing that it held 3,114,588 of our Class A shares, representing 0.24% of total voting power;



•

on 31 December 2012, Blackrock Inc. made a public filing that it held 3,259,523 of our Class A ordinary shares, representing 0.25% of total voting power;



•

on 14 February 2013, Baron Capital Group, Inc. made a public filing that it held 4,075,917 of our Class A ordinary shares, representing 0.32% of total voting power;



•

on 23 August 2013, Avram Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares, representing 2.73% of total voting power;



•

on 23 August 2013, Joel M. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares, representing 2.73% of total voting power;



•

on 23 August 2013, Kevin Glazer Irrevocable Exempt Family Trust made a public filing that it held 3,500,000 of our Class B ordinary shares, representing 2.73% of total voting power;



•

on 23 August 2013, Bryan G. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares, representing 2.73% of total voting power;



•

on 23 August 2013, Darcie S. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares, representing 2.73% of total voting power;



•

on 23 August 2013, Edward S. Glazer Irrevocable Exempt Trust made a public filing that it held 3,500,000 of our Class B ordinary shares, representing 2.73% of total voting power;



•

on 6 August 2014, Blackrock Inc. made a public filing that it held 2,965,726 of our Class A shares, representing 0.23% of total voting power;



•

on 14 August 2014, Tybourne Capital Management (HK) Limited made a public filing that it held 3,060,052 of our Class A ordinary shares, representing 0.24% of total voting power;



•

on 6 August 2014, Blackrock Inc. made a public filing that it held 2,965,726 of our Class A ordinary shares, representing 0.23% of total voting power;



•

on 14 August 2014, Lansdowne Partners Limited made a public filing that it held 2,731,445 of our Class A ordinary shares, representing 0.21% of total voting power;



•

on 9 September 2014, FMR LLC made a public filing that it held 3,981,000 of our Class A ordinary shares, representing 0.31% of total voting power; and



•

on 10 September 2014, Baron Capital Group, Inc. made a public filing that it held 15,026,190 of our Class A ordinary shares, representing 1.17% of total voting power;



•

on 12 December 2014, the Edward S. Glazer Irrevocable Exempt Trust made a public filing that it held 450,000 of our Class A ordinary shares and 50,000 of our Class B ordinary shares, representing 0.07% of total voting power;



•

on 30 January 2015, Blackrock, Inc. made a public filing that it held 2,411,645 of our Class A ordinary shares, representing 0.19% of total voting power;



•

on 13 February 2015, Tybourne Capital Management (HK) Limited made a public filing that it no longer held any of our Class A ordinary shares;



•

on 13 February 2015, FMR LLC made a public filing that it held 3,977,700 of our Class A ordinary shares, representing 0.31% of total voting power;



•

on 17 February 2015, Lansdowne Partners (UK) LLP made a public filing that it held 3,931,445 of our Class A ordinary shares, representing 0.31% of total voting power;



•

on 17 February 2015, Baron Capital Group, Inc. made a public filing that it held 16,094,792 of our Class A ordinary shares, representing 1.26% of total voting power;




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•

on 17 February 2015, Red Football LLC made a public filing that it held 7,569,033 of our Class A ordinary shares and 106,450,000 of our Class B ordinary shares, representing 83.77% of total voting power;



•

on 20 February 2015, Jupiter Asset Management Limited made a public filing that it held 2,172,182 of our Class A ordinary shares, representing 0.17% of total voting power;



•

on 10 March 2015, Blackrock, Inc. made a public filing that it held 908,760 of our Class A ordinary shares, representing 0.07% of total voting power;



•

on 14 August 2015, Avram Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares, representing 5.47% of total voting power;



•

on 14 August 2015, Joel M. Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares, representing 5.47% of total voting power;



•

on 14 August 2015, Kevin Glazer Irrevocable Exempt Family Trust made a public filing that it held 7,000,000 of our Class B ordinary shares, representing 5.47% of total voting power;



•

on 14 August 2015, Bryan G. Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares, representing 5.47% of total voting power;



•

on 14 August 2015, Darcie S. Glazer Irrevocable Exempt Trust made a public filing that it held 7,000,000 of our Class B ordinary shares, representing 5.47% of total voting power;



•

on 14 August 2015, Edward S. Glazer Irrevocable Exempt Trust made a public filing that it held 4,000,000 of our Class B ordinary shares, representing 3.13% of total voting power;



•

On 13 August 2015, Landsdowne Partners (UK) LLP made a public filing that it held 3,931,445 of our Class A ordinary shares, representing 0.31% of total voting power;



•

On 14 August 2015, Baron Capital Group Inc. made a public filing that it held 16,149,730 of our Class A ordinary shares, representing 1.26% of total voting power; and



•

On 25 August 2015, FMR LLC made a public filing that it held 3,979,700 of our Class A ordinary shares, representing 0.31% of total voting power.

U.S. Resident Shareholders of Record

        As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. As of 149 October 2014,2015, we had 39,795,26239,890,254 Class A ordinary shares held by 2,0772,346 U.S. resident shareholders of record, representing approximately 3.11%3.12% of total voting power and 124,000,000 Class B ordinary shares held by seven U.S. resident shareholders of record, representing approximately 97.75%96.88% of total voting power.




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Controlling Shareholder

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




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as shareholders of Red Football General Partner Inc., President of Red Football General Partner Inc. (with respect to Joel Glazer) and holders of limited partnership interests in Red Football Limited Partnership.

        As of 149 October 2014,2015, Red Football LLC owned 11,019,0338,019,033 of our Class A ordinary shares and 103,000,00085,000,000 of our Class B ordinary shares, representing in total 81.34%67.04% of total voting power.

Shareholders' Arrangements

        As of 149 October 2014,2015, the Company was not aware of any shareholders' arrangements which may result in a change of control of the Company.

B.    RELATED PARTY TRANSACTIONS

Loans to Controlling Shareholder

        Our subsidiary, Manchester United Limited, granted loans to affiliates of our principal shareholder in 2008. The agreement governing these loans was subsequently amended on 5 November 2009 and again on 22 November 2010. The loans were an aggregate amount of £10.0 million and were fully drawn (£1.7 million to each of the six lineal descendants of Mr. Malcolm Glazer: Ms. Darcie Glazer Kassewitz and Messrs. Avram, Bryan, Edward, Joel and Kevin Glazer). Messrs. Avram and Joel Glazer each serve as Executive Co-Chairman of the Company and as a Director on our board of directors. Ms. Darcie Glazer Kassewitz and Messrs. Bryan, Edward and Kevin Glazer each serve as a Director on our board of directors. See Note 33.1 to our audited consolidated financial statements included elsewhere in this Annual Report. The interest rate on the loans was 5.5% per annum. Interest was paid in cash pursuant to the terms of the loans in the years ended 30 June 2014, 2013 and 2012 in amounts of £nil, £nil and £457,491, respectively. We believe the terms of the loans were at least as favorable to us as compared to terms that we would have received in connection with a loan to an independent third party. The loans were borrowed for general personal purposes. In connection with the £10.0 million dividend distributed to our controlling shareholder on 25 April 2012, the loans were repaid in full on 25 April 2012. See "Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Dividend Policy."

Senior Secured Notes Held by Kevin Glazer

        Mr. Kevin Glazer, is a Director on our board of directors, and certain members of his immediate family acquired a portion of our outstanding senior secured notes2017 Dollar Notes in an aggregate principal amount of $10,600,000 in open market transactions in October 2010 and January 2011 (the "Relevant Notes"). The principal amount of the Relevant Notes held by Mr. Kevin Glazer and certain members of his immediate family as of 14 October 2014 was $7.3 million.ceased to hold any Relevant Notes on 26 June 2015 when the 2017 Dollar Notes were repaid in full. The Relevant Notes paypaid interest at a rate of 8³/8% and arewere subject to the other terms and conditions as described therein. The terms of the Relevant Notes areand the repayment thereof were on an arm's length basis. They were acquired for general investment purposes.




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Consulting Fees

        We incurred a management fee of £3.0 million in fiscal year 2012 payable to our controlling shareholder, Red Football Limited Partnership. We did not incur a management fee in fiscal years 2014 or 2013. The management fees were for the provision of consulting services to us, including strategic, sponsorship, commercial partnership, marketing, finance and related advice, and such other services consistent with those we reasonably required.

        The management arrangement with Red Football Limited Partnership was terminated prior to our IPO in August 2012.

ITEM 8.    FINANCIAL INFORMATION


A.    CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

Consolidated Financial Statements

        See "Item 18. Financial Statements."

Legal and Arbitration Proceedings

        There have been no governmental, judicial or arbitration proceedings (including any such proceedings which are pending or threatened of which we are aware) during the period between 1 July 20112012 and the date of this Annual Report which may have, or have had in the recent past, significant effects on our financial position and profitability.

Dividend Policy

        We dohave not currently intend to pay cash dividendspaid a dividend on our Class A ordinary shares or Class B ordinary shares since our IPO. On 17 September 2015, however, our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the foreseeable future. However, iffirst quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. We expect to continue paying regular dividends to our Class A ordinary shareholders and Class B ordinary shareholders from our operating cash flows. The declaration and payment of any future quarterly dividends, however, will be at the sole discretion of our board of directors or a committee thereof based on its consideration of numerous factors, including our operating results, financial condition and anticipated capital requirements, in addition to the various other considerations discussed below.

        If we do pay a cash dividend on our Class A ordinary shares and Class B ordinary shares in the future, we will pay such dividend out of our profits or share premium (subject to solvency




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requirements) as permitted under Cayman Islands law. Our board of directors has complete discretion regarding the declaration and payment of dividends, and our principal shareholder will be able to influence our dividend policy.

        The decision by our board of directors (or a committee thereof) to declare and pay dividends in the future and the amount of any future dividend payments we may make will depend on, among other factors, our strategy, future earnings, financial condition, cash flow, working capital requirements, capital expenditures and applicable provisions of our amended and restated memorandum and articles of association. Any profits or share premium we declare as dividends will not be available to be reinvested in our operations. Moreover, we are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends, distributions and other transfers from our subsidiaries to make dividend payments, and the terms of our subsidiaries' debt and other agreements restrict the ability of our subsidiaries to make dividends or other distributions to us. Specifically, pursuant to the our new revolving credit facility, our secured term loan facility and the indenturenote purchase agreement governing our senior secured notes,2027 Notes, there are restrictions on our subsidiaries' ability to distribute dividends to us, and dividend distributions by our subsidiaries are the principal means by which we would have the necessary funds to pay dividends on our Class A ordinary shares and Class B ordinary shares for the foreseeable future. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Indebtedness." As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A ordinary shares and Class B ordinary shares.

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




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

B.    SIGNIFICANT CHANGES

Playing Registrations

        The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2014,2015, for total proceeds, net of associated costs, of £25,839,000.£53,363,000. The associated net book value was £7,911,000.£58,546,000.

        Subsequent to 30 June 20142015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £118,597,000.

Secondary offering

        On 5 August 2014 we announced the pricing of a public offering of 12,000,000 of our Class A Ordinary Shares by our controlling shareholder, Red Football LLC, at a price to the public of $17.00 per share. We did not receive any proceeds from the sale of these shares.

Borrowings—secured term loan facility

        On 11 August 2014 we re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was increased by $7,892,500 to the original principal amount of $315,700,000. We continue to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balance of the loan is now repayable on 8 August 2019. All other terms of the loan remain unchanged.

Agreement with adidas

        In July 2014 we announced a 10-year agreement with adidas with respect to global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or Champions League, or decrease if the first team fails to participate in the Champions League for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.




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ITEM 9.    THE OFFER AND LISTING


Price History of Stock

Ordinary shares listed on the New York Stock Exchange

        Our shares were approved for listing on the New York Stock Exchange on 10 August 2012. Prior to this listing, no public market existed for our ordinary shares. The table below shows the quoted high




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and low closing sales prices in US dollars on the New York Stock Exchange for our shares for the indicated periods.

		Per Share							Per Share
		High			Low				High			Low
		(in USD)							(in USD)
Annual
FY 2015										19.63			14.78
FY 2014			18.78			14.47				18.78			14.47
FY 2013 (10 August 2012 through 30 June 2013)			19.04			12.18				19.04			12.18
Quarterly
FY 2015
FY 2016
First Quarter			19.63			15.19				18.80			17.13
Second Quarter (through 14 October 2014)			16.57			16.12
Second Quarter (through 13 October 2015)										17.74			17.30
FY2015
First Quarter										19.63			15.19
Second Quarter										16.58			14.78
Third Quarter										17.41			15.26
Fourth Quarter										18.42			15.15
FY2014
First Quarter			17.85			16.13				17.85			16.13
Second Quarter			17.54			15.15				17.54			15.15
Third Quarter			17.24			14.47				17.24			14.47
Fourth Quarter			18.78			15.86				18.78			15.86
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
2014
2015
March										16.45			15.42
April			18.78			15.86				16.06			15.52
May			17.42			16.19				17.07			15.15
June			17.84			16.65				18.42			16.27
July			19.63			17.36				18.48			17.16
August			18.50			17.00				18.80			17.57
September			17.01			15.19				18.50			17.13
October (through 14 October 2014)			16.57			16.12
October (through 13 October 2015)										17.74			17.30

Markets

        We are incorporated under the Companies Law (2011 Revision) of the Cayman Islands, as amended and restated from time to time and our shares are listed on the New York Stock Exchange under the symbol "MANU". As of 149 October 20142015 we had 163,797,169163,892,289 ordinary shares listed (comprising 39,797,16939,892,289 Class A ordinary shares and 124,000,000 Class B ordinary shares).

ITEM 10.    ADDITIONAL INFORMATION


A.    SHARE CAPITAL

        Not applicable.




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B.    MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION

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




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C.    MATERIAL CONTRACTS

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

•

Term Facility Agreement, dated 2019 May 2013,2008, between MU FinanceThe Royal Bank of Scotland plc, as Borrower,agent for National Westminster Bank plc, and Bank of America, N.A., as Lender.Alderley Urban Investments. A copy of the Agreement is included as Exhibit 4.34.1 to this Annual ReportReport.



•

Amendment and Restatement Agreement relating to the Secured Term Facility,dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender. A copy of the Agreement is included as Exhibit 4.2 to this Annual Report.



•

Amendment and Restatement Agreement relating to the Secured Term Facility,dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender. A copy of the Agreement is included as Exhibit 4.3 to this Annual Report.



•

New Revolving Facilities Agreement,dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee. A copy of the Agreement is included as Exhibit 4.4 to this Annual Report.



•

Note Purchase Agreement,dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent. A copy of the Agreement is included as Exhibit 4.5 to this Annual Report.



•

Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. A copy of the Letter is included as Exhibit 4.6 to this Annual Report.



•

Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. A copy of the Letter is included as Exhibit 4.7 to this Annual Report.



•

Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. A copy of the Agreement is included as Exhibit 4.8 to this Annual Report.



•

Premier League Handbook, Season 2014/15. As a member of the Football Association Premier League, we are subject to the terms of the Premier League Handbook, Season 2014/15. A copy of the Handbook is included as Exhibit 4.64.10 to this Annual Report.



•

Premier League Handbook, Season 2013/14.2015/16. As a member of the Football Association Premier League, we are subject to the terms of the Premier League Handbook, Season 2013/14.2015/16. A copy of the Handbook is included as Exhibit 4.74.11 to this Annual Report.

D.    EXCHANGE CONTROLS

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




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E.    TAXATION

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

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

•

financial institutions;



•

insurance companies;



•

dealers in stocks, securities, or currencies or notional principal contracts;






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•

regulated investment companies;



•

real estate investment trusts;



•

tax-exempt organizations;



•

partnerships and other pass-through entities, or persons that hold Class A ordinary shares through pass-through entities;



•

investors that hold Class A ordinary shares as part of a straddle, conversion, constructive sale or other integrated transaction for US federal income tax purposes;



•

US holders that have a functional currency other than the US dollar; and



•

US expatriates and former long-term residents of the United States.

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

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

•

an individual who is a citizen or resident of the United States,



•

a corporation created in, or organized under the laws of, the United States, any state thereof or the District of Columbia,



•

an estate the income of which is includible in gross income for US federal income tax purposes regardless of its source, or



•

a trust that (i) is subject to the primary supervision of a US court and the control of one or more US persons or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a US person.

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




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

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

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




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US Holders

Distributions

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

        The US dollar value of any distribution made by the Company in foreign currency will be calculated by reference to the exchange rate in effect on the date of the US Holder's actual or constructive receipt of such distribution, regardless of whether the foreign currency is in fact converted into US dollars. If the foreign currency is converted into US dollars on such date of receipt, the US Holder generally will not recognize foreign currency gain or loss on such conversion. If the foreign currency is not converted into US dollars on the date of receipt, such US Holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other taxable disposition of the foreign currency generally will be US-source ordinary income or loss to such US Holder.

Sale or other disposition

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




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Information reporting and backup withholding

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

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




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Non-US Holders

Distributions

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

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

Sale or other disposition

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

•

the gain is effectively connected with the Non-US Holder's conduct of a trade or business within the United States and, where required by an income tax treaty, is attributable to a permanent establishment or fixed base of the Non-US Holder;



•

the Non-US Holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met; or



•

the Company is or has been a "US real property holding corporation" during the shorter of the five-year period preceding the disposition and the Non-US Holder's holding period for the Class A ordinary shares.

        Non-US Holders described in the first bullet point above will be subject to tax on the net gain derived from the sale under regular graduated US federal income tax rates and, if they are foreign corporations, may be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Non-US Holders described in the second bullet




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point above will be subject to a flat 30% tax on any gain derived on the sale or other taxable disposition, which gain may be offset by certain US-source capital losses. The Company is not, and does not anticipate becoming, a "US real property holding corporation" for US federal income tax purposes.

Information reporting and backup withholding

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

        A Non-US Holder will generally not be subject to backup withholding with respect to payments of dividends, provided the Company receives a properly completed statement to the effect that the




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

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

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

Foreign Account Tax Compliance Act

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




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annually report certain information about such accounts and withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States concerning FATCA may be subject to different rules.

        Under the applicable Treasury regulations and administrative guidance, the withholding provisions described above generally apply to payments of dividends on our Class A ordinary shares made on or after 1 July 2014 and will apply to payments of gross proceeds from a sale or other disposition of Class A ordinary shares on or after 1 January 2017.2019. Prospective investors are encouraged to consult their tax advisors regarding the potential application of withholding under FATCA to an investment in our Class A ordinary shares.

Material Cayman Islands Tax Considerations

        There is, at present, no direct taxation in the Cayman Islands and interest, dividends and gains payable to the Company will be received free of all Cayman Islands taxes. The Company has received




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an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of such undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under the Company, or to the shareholders thereof, in respect of any such property or income.

F.     DIVIDENDS AND PAYING AGENTS

        Not applicable.We have not paid a dividend on our Class A ordinary shares or Class B ordinary shares since our IPO. On 17 September 2015, however, our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016. The first dividend of $0.045 per share will be payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. We have appointed American Stock Transfer & Trust Company as the paying agent for any dividends payable on our Class A ordinary shares and Class B ordinary shares in the United States.

        While our dividend policy contemplates a quarterly dividend, we have no specific procedure for setting the date of any dividend entitlement, though we will set a record date for stock ownership to determine entitlement to any dividends that may be declared from time to time, in accordance with applicable laws, rules and regulations. The declaration and payment of future quarterly dividends, if any, will be at the sole discretion of our board of directors or a committee thereof based on its consideration of numerous factors, including our operating results, financial condition and anticipated capital requirements and the additional factors discussed above. See "Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Dividend Policy."

G.    STATEMENTS BY EXPERTS

        Not applicable.

H.    DOCUMENTS ON DISPLAY

        You may read and copy any reports or other information that we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

        We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other




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SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is www.manutd.com. The information contained on our website is not incorporated by reference in this document.

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk

        Our operations are exposed to a variety of financial risks that include currency risk, interest rate risk and cash flow risk. We review and agree policies for managing these risks, which are then implemented by our finance department. Please refer to note 3231 to our audited consolidated financial statements as of 30 June 20142015 and 20132014 and for the years ended 30 June 2015, 2014 and 2013 and 2012included elsewhere in this Annual Report for a fuller quantitative and qualitative discussion on the market risks to which we are subject and our policies with respect to managing those risks. The policies are summarized below:

Currency risk

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

        We also receive a significant amount of sponsorship revenue denominated in US dollars. On 1 July 2013 we began hedgingWe seek to hedge the foreign exchange risk on a portion of future US dollar revenues whenever possible using our US dollar net borrowings as the hedging instrument. From 1 November 2013, the hedging instrument was revised to also take into account a portion of our US dollar cash balances. The hedge is designated as a cash flow hedge. The foreign exchange gains or losses arising on retranslation of our US dollar net borrowings and a portion of our US dollar cash balancesused in the hedge are now initially recognized in other comprehensive income, rather than being recognized in the income statement immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are




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subsequently reclassified into the income statement in the same accounting period, and within the same income statement line (i.e. Commercial revenue), as the underlying future US dollar revenues. AsThe foreign exchange gains or losses arising on re-translation of 30 June 2014, we had a total of $577.0 million ofour unhedged US dollar denominated secured term loan facility and senior secured notes outstanding.borrowings are recognized in the income statement immediately.

        As of 30 June 2014,2015, the amount accumulated in the hedging reserve relating to the above hedge was a credit of £40.0£7.4 million (this amount is stated gross before deducting related tax).

        Based on exchange rates existing as of 30 June 2014,2015, a 10% appreciation of pounds sterling compared to the US dollar would have resulted in a credit to the hedging reserve of approximately £12.8£27.2 million for the year ended 30 June 2014.2015. Conversely, a 10% depreciation of pounds sterling compared to the US dollar would have resulted in a creditdebit to the hedging reserve of approximately £73.3£33.3 million for the year ended 30 June 2014.2015.

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

Interest rate risk

        Our interest rate risk relates to changes in interest rates for borrowings. Borrowings issued at variable interest rates expose us to cash flow interest rate risk. Borrowings issued at fixed rates expose




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us to fair value interest rate risk. Our borrowings under our new revolving credit facility, our secured term loan facility and our Alderley facility bear interest at variable rates. As of 30 June 20142015, we had £177.5£140.2 million of variable rate indebtedness outstanding under our secured term loan facility and £6.1£4.9 million of variable rate indebtedness outstanding under our Alderley credit facility. We manage our 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. Consequently, a hypothetical one percentage point increase in interest rates on our variable rate indebtedness would not have a material impact on our annual interest expense.

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

Derivative Financial Instruments

Foreign currency forward contracts

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

Interest rate swaps

        We have interest rate swaps in place in respect of our secured term loan facility and our Alderley facility. As of 30 June 2014,2015, the fair value of outstanding interest rate swaps was a net liability of £1.1 million.

        Prior to refinancing our previous secured senior facilities with our senior secured notes, we entered into interest rate swap agreements to fix the interest rate on a large proportion of those variable rate senior facilities. Under the interest rate swap arrangement, we agreed to make interest payments at a




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fixed rate of 5.0775% as required under the terms of the facility agreement in return for receiving a floating rate pegged to LIBOR, on a notional amount of £450 million of senior facilities agreements. At 29 January 2010, largely as a result of falling interest rates, our mark-to-market loss on these interest rate swap agreements amounted to £40.7 million. The terms of the swap agreements allowed the counterparties involved to terminate the swaps upon refinancing of the senior facilities, thus crystalizing the mark-to-market liability. Upon termination of these swaps, an initial aggregate payment of £12.7 million was made to such counterparties, with the remaining liability being repaid semi-annually through 31 December 2015. As of 30 June 2014, the outstanding swap liability on our balance sheet was £8.5£0.1 million.

Embedded foreign exchange derivatives

        We have a number of currency based embedded derivatives in host Commercial revenue contracts. These are separately recognisedrecognized in the financial statements at fair value since they are not closely related to the host contract. As of 30 June 20142015, the fair value of such derivatives was a net liability of £1.3£5.6 million.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


A.    DEBT SECURITIES

        Not applicable.

B.    WARRANTS AND RIGHTS

        Not applicable.

C.    OTHER SECURITIES

        Not applicable.

D.    AMERICAN DEPOSITARY SHARES

        Not applicable.




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PART II


ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES


        None.

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


        None.

ITEM 15.    CONTROLS AND PROCEDURES


        We have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) under the supervision and the participation of the executive board of management, which is responsible for the management of the internal controls, and which includes the Principal Executive Officer and the Principal Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation as of 30 June 2014,2015, the Principal Executive Officer and Principal Financial Officer have concluded that the disclosure controls and procedures (i) were effective at a reasonable level of assurance as of the end of the period covered by this Annual Report on Form 20-F in ensuring that information required to be recorded, processed, summarized and reported in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and (ii) were effective at a reasonable level of assurance as of the end of the period covered by this Annual Report on Form 20-F in ensuring that information to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to the management of the Company, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control over Financial Reporting

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

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

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Moreover, projections of any evaluation of the effectiveness of internal control




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to future periods are subject to a risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

        Our executive board of management has assessed the effectiveness of internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992.2013. Based on this assessment, our executive board of management has concluded that our internal control over financial reporting as of 30 June 20142015 was effective.

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

Changes in Internal Control over Financial Reporting

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

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT


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

ITEM 16B.    CODE OF ETHICS


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

        Our Code of Business Conduct and Ethics is available on our website at http://ir.manutd.com/. The information contained on our website is not incorporated by reference in this Annual Report.

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES


        PricewaterhouseCoopers LLP ("PwC") acted as our independent auditor for the fiscal years ended 30 June 20142015 and 2013.2014. The table below sets out the total amount billed to us by PwC, for services performed in the years ended 30 June 20142015 and 2013,2014, and breaks down these amounts by category of service:

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
Audit Fees			316			346				405			316
Audit-Related Fees			—			679
Tax Fees			159			282				243			159
All Other Fees			244			166				609			244
​	​		​	​		​	​	​	​	​	​	​	​	​
Total			719			1,473				1,257			719
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​




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Audit Fees

        Audit fees infor the years ended 30 June 2015 and 2014 and 2013 were related to the audit of our consolidated and subsidiary financial statements and other audit or interim review services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

        Audit-related fees are in 2013 were related to professional services rendered in connection with our IPO.

Tax Fees

        Tax fees infor the years ended 30 June 2015 and 2014 and 2013 were related to tax compliance and tax planning services.

All Other Fees

        All other fees in the year ended 30 June 2015 were related to professional services rendered in connection with public sales of our Class A ordinary shares by Red Football LLC and the Edward S. Glazer Irrevocable Exempt Trust, the debt refinancing in June 2015 and other corporate compliance matters.

        All other fees in the year ended 30 June 2014 and 2013 relaterelated to services in connection with corporate compliance matters.

Pre-Approval Policies and Procedures

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

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

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


        Not applicable.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER


        Not applicable.

ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT


        None.

ITEM 16G.    CORPORATE GOVERNANCE


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

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




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




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

        The foreign private issuer exemption and the "controlled company" exemption do not modify the independence requirements for the audit committee, and we comply with the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange rules, which require that our audit committee be composed of three independent directors.

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

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

ITEM 16H.    MINE SAFETY DISCLOSURE


        Not applicable.




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PART III


ITEM 17.    FINANCIAL STATEMENTS


        Not applicable.

ITEM 18.    FINANCIAL STATEMENTS


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

ITEM 19.    EXHIBITS


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

	1.1		Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August 2012 (included as Exhibit 3.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).
	2.1		Specimen Ordinary Share Certificate of Manchester United plc (included as Exhibit 4.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).
	2.2		Indenture, dated 29 January 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 29 January 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 19 May 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 (included as Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 24 October 2013).
	4.44.2		Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).
	4.3		Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.4		Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.5		Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.6		Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).




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	4.7		Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender.
	4.8		Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender.
	4.9		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).
	4.64.10		Premier League Handbook, Season 2014/15.




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	4.7		Premier League Handbook, Season 2013/1415 (included as Exhibit 4.54.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 2427 October 2013)2014).
	4.11		Premier League Handbook, Season 2015/16.
	8.1		List of significant subsidiaries (included in note 3433 to our audited consolidated financial statements included in this Annual Report).
	12.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
	12.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
	13.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	13.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	15.1		Consent of PricewaterhouseCoopers LLP.




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Index to Consolidated financial statements


Report of Independent Registered Public Accounting Firm		F-2
Consolidated income statement for the years ended 30 June 2015, 2014 2013 and 20122013		F-3
Consolidated statement of comprehensive income for the years ended 30 June 2015, 2014 2013 and 20122013		F-4
Consolidated balance sheet as at 30 June 20142015 and 20132014		F-5
Consolidated statement of changes in equity for the years ended 30 June 2015, 2014 2013 and 20122013		F-7
Consolidated statement of cash flows for the years ended 30 June 2015, 2014 2013 and 20122013		F-8
Notes to the consolidated financial statements		F-9




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Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of Manchester United plc

        In our opinion, the accompanying consolidated balance sheet and the related consolidated income statement, consolidated statements of comprehensive income, of changes in equity and of cash flows present fairly, in all material respects, the financial position of Manchester United plc and its subsidiaries as of 30 June 20142015 and 2013,2014, and the results of their operations and their cash flows for each of the three years in the period ended 30 June 20142015 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Manchester, United Kingdom

2715 October 20142015




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Consolidated income statement


				Year ended 30 June
		Note		2015 £'000			2014 £'000			2013 £'000
Revenue		4			395,178			433,164			363,189
Operating expenses		5			(387,179	)		(372,240	)		(310,337	)
Profit on disposal of players' registrations		8			23,649			6,991			9,162
​	​	​	​	​	​	​	​	​	​	​	​	​
Operating profit					31,648			67,915			62,014
​	​	​	​	​	​	​	​	​	​	​	​	​
Finance costs					(35,419	)		(27,668	)		(72,082	)
Finance income					204			256			1,275
​	​	​	​	​	​	​	​	​	​	​	​	​
Net finance costs		9			(35,215	)		(27,412	)		(70,807	)
​	​	​	​	​	​	​	​	​	​	​	​	​
(Loss)/profit on ordinary activities before tax					(3,567	)		40,503			(8,793	)
Tax credit/(expense)		10			2,672			(16,668	)		155,212
​	​	​	​	​	​	​	​	​	​	​	​	​
(Loss)/profit for the year					(895	)		23,835			146,419
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Attributable to:
Owners of the parent					(895	)		23,835			146,250
Non-controlling interest					—			—			169
​	​	​	​	​	​	​	​	​	​	​	​	​
					(895	)		23,835			146,419
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
(Loss)/earnings per share attributable to owners of the parent during the year
Basic (loss)/earnings per share (pence)		11			(0.55	)		14.55			89.78
Diluted (loss)/earnings per share (pence)(1)		11			(0.55	)		14.54			89.78
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​

---

				Year ended 30 June
		Note		2014 £'000			2013 £'000			2012 £'000
Revenue		4			433,164			363,189			320,320
​	​	​	​	​	​	​	​	​	​	​	​	​
Operating expenses		5			(372,240	)		(310,337	)		(285,139	)
Profit on disposal of players' registrations					6,991			9,162			9,691
​	​	​	​	​	​	​	​	​	​	​	​	​
Operating profit					67,915			62,014			44,872
​	​	​	​	​	​	​	​	​	​	​	​	​
Finance costs					(27,668	)		(72,082	)		(50,315	)
Finance income					256			1,275			779
​	​	​	​	​	​	​	​	​	​	​	​	​
Net finance costs		7			(27,412	)		(70,807	)		(49,536	)
​	​	​	​	​	​	​	​	​	​	​	​	​
Profit/(loss) on ordinary activities before tax					40,503			(8,793	)		(4,664	)
Tax (expense)/credit		9			(16,668	)		155,212			27,977
​	​	​	​	​	​	​	​	​	​	​	​	​
Profit for the year					23,835			146,419			23,313
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Attributable to:
Owners of the parent					23,835			146,250			22,986
Non-controlling interest					—			169			327
​	​	​	​	​	​	​	​	​	​	​	​	​
					23,835			146,419			23,313
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per share attributable to owners of the parent during the year
Basic earnings per share (pence)		10			14.55			89.78			14.80
Diluted earnings per share (pence)		10			14.54			89.78			14.80
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​

(1)

For the year ended 30 June 2015, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and hence have been excluded. For the years ended 30 June 2014 and 2013, potential ordinary shares have been treated as dilutive, as their inclusion in the diluted earnings per share calculation decreases earnings per share.

   

See accompanying notes to the consolidated financial statements.




Table of Contents


Consolidated statement of comprehensive income


				Year ended 30 June												Year ended 30 June
		Note		2014 £'000			2013 £'000			2012 £'000				Note		2015 £'000			2014 £'000			2013 £'000
Profit for the year					23,835			146,419			23,313
(Loss)/profit for the year																	(895	)		23,835			146,419
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other comprehensive income/(loss):
Other comprehensive (loss)/income:
Items that may be subsequently reclassified to profit or loss
Fair value movements on cash flow hedges, net of tax		9			25,687			(435	)		1,132			10			(21,189	)		25,687			(435	)
Exchange gain/(loss) on translation of overseas subsidiary, net of tax		9			30			(88	)		229			10			—			30			(88	)
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other comprehensive income/(loss) for the year, net of tax					25,717			(523	)		1,361
Other comprehensive (loss)/income for the year, net of tax																	(21,189	)		25,717			(523	)
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive income for the year					49,552			145,896			24,674
Total comprehensive (loss)/income for the year																	(22,084	)		49,552			145,896
​													​	​	​	​	​	​	​	​	​	​	​	​
​													​	​	​		​	​		​	​		​	​
​													​	​	​	​	​	​	​	​	​	​	​	​
Attributable to:
Owners of the parent																	(22,084	)		49,552			145,727
Non-controlling interest																	—			—			169
​													​	​	​	​	​	​	​	​	​	​	​	​
																	(22,084	)		49,552			145,896
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
Attributable to:
Owners of the parent					49,552			145,727			24,347
Non-controlling interest					—			169			327
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
					49,552			145,896			24,674
​		​	​		​	​		​	​		​	​
​		​	​		​	​		​	​		​	​

        Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is disclosed in note 9.10.

   

See accompanying notes to the consolidated financial statements.




Table of Contents


Consolidated balance sheet


				As of 30 June									As of 30 June
		Note		2014 £'000			2013 £'000				Note		2015 £'000			2014 £'000
ASSETS
Non-current assets
Property, plant and equipment		12			254,859			252,808			13			250,626			254,859
Investment property		13			13,671			14,080			14			13,559			13,671
Goodwill		14			421,453			421,453			15			421,453			421,453
Players' registrations		15			204,572			119,947
Players' registrations and other intangible assets											16			238,944			204,572
Trade and other receivables		18			41			1,583			19			3,836			41
Deferred tax asset		25			129,631			145,128			25			133,640			129,631
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
					1,024,227			954,999
														1,062,058			1,024,227
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Current assets
Derivative financial instruments		17			—			260			18			27			—
Trade and other receivables		18			125,119			68,619			19			83,627			125,119
Current tax receivable														124			—
Cash and cash equivalents		19			66,365			94,433			20			155,752			66,365
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
					191,484			163,312
														239,530			191,484
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Total assets					1,215,711			1,118,311						1,301,588			1,215,711
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
​
​										​	​	​	​	​	​	​	​	​

   

See accompanying notes to the consolidated financial statements.




Table of Contents


Consolidated balance sheet (Continued)


				As of 30 June									As of 30 June
		Note		2014 £'000			2013 £'000				Note		2015 £'000			2014 £'000
EQUITY AND LIABILITIES
Equity
Share capital		20			52			52			21			52			52
Share premium					68,822			68,822						68,822			68,822
Merger reserve					249,030			249,030						249,030			249,030
Hedging reserve					25,918			231						4,729			25,918
Retained earnings					154,828			129,825						155,285			154,828
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Equity attributable to owners of the parent					498,650			447,960
														477,918			498,650
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Non-current liabilities
Derivative financial instruments		17			1,602			1,337			18			2,769			1,602
Trade and other payables		22			42,464			18,413			23			48,078			42,464
Borrowings		23			326,803			377,474			24			410,482			326,803
Deferred revenue					15,631			17,082						21,583			15,631
Provisions		24			—			988
Deferred tax liabilities		25			28,837			17,168			25			17,311			28,837
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
					415,337			432,462
														500,223			415,337
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Current liabilities
Derivative financial instruments		17			875			29			18			2,966			875
Current tax liabilities					2,999			900						2,105			2,999
Trade and other payables		22			102,232			78,451			23			131,283			102,232
Borrowings		23			15,005			11,759			24			485			15,005
Deferred revenue					180,613			146,278						186,608			180,613
Provisions		24			—			472
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
					301,724			237,889
														323,447			301,724
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Total equity and liabilities					1,215,711			1,118,311						1,301,588			1,215,711
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
​
​										​	​	​	​	​	​	​	​	​

   

See accompanying notes to the consolidated financial statements.




Table of Contents


Consolidated statement of changes in equity


		Share capital £'000			Share premium £'000			Merger reserve £'000			Hedging reserve £'000			Retained earnings/ (deficit) £'000			Total attributable to owners of the parent £'000			Non- controlling interest £'000			Total equity £'000
Balance at 1 July 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 21)			—			—			—			—			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 27)			—			—			—			—			(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
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Profit for the year			—			—			—			—			23,835			23,835			—			23,835
Cash flow hedges, net of tax			—			—			—			25,687			—			25,687			—			25,687
Currency translation differences, net of tax			—			—			—			—			30			30			—			30
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive income for the year			—			—			—			25,687			23,865			49,552			—			49,552
Equity-settled share-based payments (note 21)			—			—			—			—			1,138			1,138			—			1,138
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at 30 June 2014			52			68,822			249,030			25,918			154,828			498,650			—			498,650
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

(1)

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

		Share capital £'000			Share premium £'000			Merger reserve £'000			Hedging reserve £'000			Retained earnings £'000			Total attributable to owners of the parent £'000			Non- controlling interest £'000			Total equity £'000
Balance at 1 July 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 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			—			—			—			—			(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
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Profit for the year			—			—			—			—			23,835			23,835			—			23,835
Cash flow hedges, net of tax			—			—			—			25,687			—			25,687			—			25,687
Currency translation differences			—			—			—			—			30			30			—			30
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive (loss)/income for the year			—			—			—			25,687			23,865			49,552			—			49,552
Equity-settled share-based payments (note 22)			—			—			—			—			1,138			1,138			—			1,138
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at 30 June 2014			52			68,822			249,030			25,918			154,828			498,650			—			498,650
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss for the year			—			—			—			—			(895	)		(895	)		—			(895	)
Cash flow hedges, net of tax			—			—			—			(21,189	)		—			(21,189	)		—			(21,189	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive loss for the year			—			—			—			(21,189	)		(895	)		(22,084	)		—			(22,084	)
Equity-settled share-based payments (note 22)			—			—			—			—			1,352			1,352			—			1,352
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at 30 June 2015			52			68,822			249,030			4,729			155,285			477,918			—			477,918
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

   

See accompanying notes to the consolidated financial statements.




Table of Contents


Consolidated statement of cash flows


				Year ended 30 June												Year ended 30 June
		Note		2014 £'000			2013 £'000			2012 £'000				Note		2015 £'000			2014 £'000			2013 £'000
Cash flows from operating activities
Cash generated from operations		26			101,704			129,930			80,302			26			195,021			101,704			129,930
Interest paid					(27,669	)		(73,629	)		(47,068	)					(42,624	)		(27,669	)		(73,629	)
Debt finance costs relating to borrowings					(123	)		(3,074	)		—						(6,508	)		(123	)		(3,074	)
Interest received					254			937			1,010						502			254			937
Tax (paid)/refunded					(1,375	)		3,057			(3,333	)					(2,466	)		(1,375	)		3,057
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net cash generated from operating activities					72,791			57,221			30,911						143,925			72,791			57,221
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash flows from investing activities
Purchases of property, plant and equipment					(10,847	)		(12,503	)		(15,323	)					(5,466	)		(10,847	)		(12,503	)
Purchases of investment property					—			(2	)		(7,364	)					—			—			(2	)
Proceeds from sale of property, plant and equipment					50			9			—						—			50			9
Purchases of players' registrations					(92,942	)		(45,997	)		(58,971	)
Purchases of players' registrations and other intangible assets																	(117,446	)		(92,942	)		(45,997	)
Proceeds from sale of players' registrations					14,025			9,646			9,409						20,649			14,025			9,646
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net cash used in investing activities					(89,714	)		(48,847	)		(72,249	)					(102,263	)		(89,714	)		(48,847	)
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash flows from financing activities
Proceeds from issue of shares					—			70,258			—						—			—			70,258
Expenses directly attributable to issue of shares					—			(1,459	)								—			—			(1,459	)
Acquisition of additional interest in subsidiary		27			—			(2,664	)								—			—			(2,664	)
Proceeds from borrowings					—			209,190			—						272,539			—			209,190
Repayment of other borrowings					(4,997	)		(259,254	)		(28,774	)					(227,950	)		(4,997	)		(259,254	)
Dividends paid					—			—			(10,000	)
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net cash (used in)/generated from financing activities					(4,997	)		16,071			(38,774	)
Net cash generated from/(used in) financing activities																	44,589			(4,997	)		16,071
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net (decrease)/increase in cash and cash equivalents					(21,920	)		24,445			(80,112	)
Net increase/(decrease) in cash and cash equivalents																	86,251			(21,920	)		24,445
Cash and cash equivalents at beginning of year					94,433			70,603			150,645						66,365			94,433			70,603
Foreign exchange (losses)/gains on cash and cash equivalents					(6,148	)		(615	)		70
Foreign exchange gains/(losses) on cash and cash equivalents																	3,136			(6,148	)		(615	)
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents at end of year		19			66,365			94,433			70,603			20			155,752			66,365			94,433
​	​	​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​													​	​	​	​	​	​	​	​	​	​	​	​

   

See accompanying notes to the consolidated financial statements.




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Notes to the consolidated financial statements


1 General information

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

1.1   The Reorganization Transactions

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

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

        Immediately following the reorganization transactions on 9 August 2012, the new parent, Manchester United plc, had in issue 124,000,000 Class B ordinary shares and 31,352,366 Class A ordinary shares, totalling 155,352,366 ordinary shares with a total subscribed capital of £75,000. As a result historic earnings per share calculations reflect the capital structure of the new parent (see note 10). The reorganization transactions have been treated as a capital reorganization. In accordance with International Financial Reporting Standards, historic earnings per share calculations and the balance sheet as of 30 June 2012 have been restated retrospectively to reflect the capital structure of the new parent rather than that of the former parent, Red Football Shareholder Limited.

1.2   Initial public offering ("IPO")

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

1.3   Other general information

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

        These financial statements were approved by the Audit Committee of the Board of Directors on 2715 October 2014.




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Notes to the consolidated financial statements (Continued)2015.

2 Summary of significant accounting policies

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.1   Basis of preparation

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

Out of period adjustments

        The consolidated financial statements for year ended 30 June 20142015 include certainan out of period adjustmentsadjustment which areis not considered material to the prior or current year financial statements. The details of these items, which resultadjustment results in a net impactcredit of £1.9 million to the income statement in the year of £nil, are outlined below:

•

A credit of £0.7 million related to the recognition of fair value movements on embedded foreign exchange derivatives from the prior year.



•

A charge of £0.9 million related to a tax adjustmentbroadcasting revenue that is in respect of the prior year.



•

A credit of £0.5 million related to the release of a provision re player registration costs following a tribunal ruling in the prior year.



•

A charge of £0.3 million related to an impairment of investment property which arose in the prior year.

2.1.1  Changes in accounting policy and disclosures

a)    New and amended standards and interpretations adopted by the Group.

        The Group has adopted the following new and amended IFRS standards and interpretations for the first time for the financial year beginning on 1 July 2013.2014. None of these had a material impact on the consolidated financial statements of the Group.

•

Amendment to IAS 19 (revised 2011), "Employee benefits" which removes the corridor approach and calculates finance costs on a net funding basis.36, "Impairment of assets"



•

Amendment to IFRS 7,IAS 39, "Financial instruments: Disclosures", on assetRecognition and liability offsetting. This amendment includes new disclosures to facilitate comparison between those entities that prepare IFRS financial statements to those that prepare financial statements in accordance with US GAAP.



•

IFRS 10, "Consolidated financial statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

•

IFRS 12, "Disclosures of interests in other entities" includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off balance sheet vehicles.measurement"



•

IFRS 13, "Fair value measurement", aimsAmendment to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP.IAS 19, "Employee benefits"



•

Annual improvements to IFRSs 2011 which includes changes2012 and 2013



•

Amendment to IFRS 1, "First time adoption", IAS 1, "Financial statement presentation", IAS 16, "Property, plant and equipment", IAS 32, "Financial instruments: presentation", and IAS 34, "Interim financial reporting".38, "Intangible assets"

b)    New and amended standards and interpretations not yet adopted

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

•

IFRS 9,Amendment to IAS 32, "Financial instruments" addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010 and updated in November 2013. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortized cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Group does not expect adoption of IFRS 9 to have a material impact and will adopt IFRS 9 from 1 July 2015. The Group will also consider the impact of the remaining phases of IFRS 9 when completed by the IASB.Instruments: Presentation"



•

AmendmentIFRS 9, "Financial instruments". The Group has yet to IAS 36, "Impairmentfully consider the impact of assets"IFRS 9 which it expects to adopt from 1 July 2018



•

AmendmentIFRS 15, "Revenue from Contract with Customers". The Group has yet to IAS 39, "Financial instruments: Recognition and measurement"fully consider the impact of IFRS 15 which, pending the IASB proposal to defer implementation by one year, it expects to adopt from 1 July 2018



•

Amendment to IAS 19, "Employee benefits"



•

Annual improvements to IFRSs 2012 and 2013 which includes changes to IFRS 1, "First time adoption", IFRS 2, "Share-based payment", IFRS 3, "Business Combinations", IFRS 8, "Operating segments", IFRS 13, "Fair value measurement", IAS 16, "Property, plant and equipment", IAS 38, "Intangible assets", and "IAS 40, "Investment property". The Group will adopt the annual improvements to IFRSs 2012 and 2013 from 1 July 2014.



•

Amendment to IAS 16, "Property, plant and equipment" and IAS 38, "Intangible assets"- 2014




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

•

IFRS 15, "Revenue from Contracts with Customers. The Group does not expect adoption of IFRS 15 to have a material impact and will adopt IFRS 15 from 1 July 2017.

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

2.2   Basis of consolidation

a)    Subsidiaries

        Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

        The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition by acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of the acquiree's identifiable net assets.

        Acquisition costs are expensed as incurred.

        The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement.

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

b)    Transactions with non-controlling interests

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

2.3   Segment reporting

        The Group has one reportable segment, being the operation of a professional football club. The Chief Operating Decision Maker (being the Board and executive officers of Manchester United plc), who is responsible for allocating resources and assessing performance obtains financial information,




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

investment property, however, this is not considered to be a material business segment and is therefore not reported as such.

2.4   Foreign currency translation

a)    Functional and presentation currency

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

b)    Transactions and balances

        Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.transactions or valuation where items are re-measured. 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 recognisedrecognized in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to unhedged borrowings are presented in the income statement within finance costs or income. All other foreign exchange gains and losses are presented in the income statement within operating expenses.

c)     Translation of overseas net assets

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

(i)

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;



(ii)

income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing at the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and



(iii)

all resulting exchange differences are recognisedrecognized in other comprehensive income and accumulated in equity.

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

d)    Exchange rates

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

		Closing rate									Average rate
		2014			2013			2012			2014			2013			2012
Euro			1.2491			1.1666			1.2360			1.2002			1.2125			1.1802
US Dollar			1.7097			1.5166			1.5680			1.6275			1.5683			1.5896




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

d)    Exchange rates

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

		Closing rate									Average rate
		2015			2014			2013			2015			2014			2013
Euro			1.4102			1.2491			1.1666			1.3180			1.2002			1.2125
US Dollar			1.5712			1.7097			1.5166			1.5815			1.6275			1.5683

2.5   Revenue recognition

        Revenue representsis measured at 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 recognisesrecognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below.

a)    Commercial

        Commercial revenue comprises revenue receivable from the exploitation of the Manchester United brand through sponsorship and other commercial agreements, including minimum guaranteed revenue, and fees for the Manchester United first team undertaking tours. For sponsorship contracts any additional revenue receivable over and above the minimum guaranteed revenue contained in the sponsorship and licensing agreements is taken to revenue when a reliable estimate of the future performance of the contract can be obtained and it is probable that the amounts will not be recouped by the sponsor in future years.

        Revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefitsrights enjoyed by the individual sponsor. In instances where the sponsorship benefitsrights remain the same over the duration of the contract, revenue is recognisedrecognized on a straight-line basis. In respect of contracts with multiple elements, the Group allocates the total consideration receivable to each separately identifiable element based on their relative fair values, and then recognizes the allocated revenue on a straight-line basis over the relevant period of each element.

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

b)    Broadcasting

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

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

        Distributions from UEFA relating to participation in European cup competitions comprise market pool payments (which are recognisedrecognized 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 recognisedrecognized 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.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

c)     Matchday

        Matchday revenue is recognisedrecognized based on matches played throughout the year with revenue from each match being recognisedrecognized 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 recognisedrecognized as the event or service is provided or the facility is used.

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

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

d)    Finance income

        Finance income is recognisedrecognized using the effective interest rate method.

e)     Accrued revenue

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

f)     Deferred revenue

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

2.6   Operating leases

        Leases in which a significant portionsubstantially all of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payablePayments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the lease term. Any incentives received at the inceptionperiod of the lease are recognised on a straight-line basis over the life of the lease.

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

2.7   Exceptional items

        Exceptional items are those that in management's judgement need to be disclosed by virtue of their size, nature or incidence. Such items are disclosed in the notes to the financial statements.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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

2.7   Exceptional items

        Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.

2.8   Pension costs

        The Group is one of a number of participating employers in The Football League Limited Pension and Life Assurance Scheme ('the scheme'—see note 31.1)30.1). 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. The Company's contributions into this scheme are reflected within the income statement when they fall due. Full provision has been made for the additional contributions that the Group has been requested to pay to help fund the scheme deficit.

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

2.9   Share-based payments

        The Group operates a share-based compensation plan under which the entity receives services from employees as consideration for equity instruments of the Group.

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 recognisedrecognized 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 recognisedrecognized 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 recognisedrecognized in profit or loss for the year.

        Details regarding the determination of the fair value of share-based transactions are set out in note 21.22.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.10 TaxCurrent and deferred tax

        The tax expense or credit for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income, in which case the tax is also recognized in other comprehensive income.

        The current tax charge or expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. 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. CurrentManagement periodically evaluates positions taken in tax returns with respect to situations in which currently comprises UK and overseas corporationapplicable tax regulation is provided atsubject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to (or recovered) usingrecovered from) the tax authorities.

        Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates and laws(and laws) that have been enacted or substantively enacted by the reporting date. Deferred tax is the taxbalance sheet date and are expected to be payableapply when the related deferred tax asset is realised 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 anddeferred liability is accounted for using the balance sheet liability method.settled.

        Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognisedrecognized only to the extent that it is probable that future taxable profit will be available against which deductiblethe temporary differences can be utilised.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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

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

2.11 Property, plant and equipment

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

        Subsequent costs, for example, capital improvements and refurbishment, are included in the asset's carrying amount or recognisedrecognized 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.derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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

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

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

        The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting date.period.

        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 recognisedrecognized 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. Prior impairments are reviewed for possible reversal at each reportingbalance sheet date.

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.12 Investment property

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

        Investment property is initially measured at cost (comprising the purchase price, after deducting discounts and rebates, and any directly attributable costs) and is subsequently carried at cost less accumulated depreciation and any provision for impairment. Investment property is depreciated using the straight-line method over 50 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 recognisedrecognized for the amount by which the asset's carrying amount exceeds its recoverable amount. Prior impairments are reviewed for possible reversal at each reportingbalance sheet date. If an impairment charge subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment charge been recognisedrecognized for the asset in prior years.

2.13 Goodwill

a)    Initial recognition

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

b)    Impairment

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

        Goodwill is not subject to amortization and is tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment. An impairment loss is recognisedrecognized 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. Prior impairments are not subsequently reviewed for possible reversal at each reportingbalance sheet date.

2.14 Players' registrations and football staff remuneration

a)    Remuneration

        Remuneration is charged to operating expenses on a straight-line basis over the contract periods based on the amount payable to players and other football staff for that period. Any performance bonuses are recognisedrecognized 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 recognisedrecognized 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.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

        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. Loyalty bonuses for on-goingongoing 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 recognisedrecognized within operating expenses in the income statement on a straight-line basis over that period.

b)    Initial recognition

        The costs associated with the acquisition of players' registrations are capitalized at the fair value of the consideration payable. Costs include transfer fees, FAPL levy fees, agents' fees incurred by the club and other directly attributable costs. Costs also include the fair value of any contingent consideration, which is primarily payable to the player's former club (with associated levy fees payable to the FAPL), once payment becomes probable. Subsequent reassessments of the amount of contingent consideration payable are also included in the cost of the player's registration. The estimate of the fair value of the contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration. This assessment is carried out on an individual player basis. The additional amount of contingent consideration potentially payable, in excess of the amounts included in the cost of players' registrations, is disclosed in note 30.2.29.2. Costs are fully amortized using the straight-line method over the period covered by the player's contract.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

c)     Renegotiation

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

d)    Disposals

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

        Gains and losses on disposal of players' registrations are determined by comparing the fair value of the consideration receivable, net of any transaction costs, with the carrying amount and are recognisedrecognized 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 recognisedrecognized in the income statement on the date the conditions are met.




Table        Loan fee income on players temporarily loaned to other football clubs is recognized separately in the income statement within profit on disposal of Contents


Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)players' registrations.

e)     Impairment

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

2.15 Other intangible assets

        Other intangible assets comprise trademark registration costs and are initially measured at cost and are subsequently carried at cost less accumulated amortization and any provision for impairment.

        Amortization is calculated using the straight-line method to write-down assets to their residual value over the estimated useful lives as follows:

Trademark registration costs		10 years

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.16 Derivative financial instruments and hedging activities

        Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss is recognized in the income statement immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the income statement depends on the nature of the hedging relationship. The Group designates certain derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).

        From 1 July 2013 theThe Group started hedginghedges the foreign exchange risk on a portion of contracted, and hence highly probable, future US dollar revenues whenever possible using the Group's US dollar borrowings as the hedging instrument. From 1 November 2013, the hedging instrument was revised to also take into account a portion of the Group's US dollar cash balances i.e. net borrowings.borrowings as the hedging instrument. Foreign exchange gains or losses arising on re-translation of the Group's US dollar net borrowings and a portion ofused in the Group's US dollar cash balanceshedge are now initially recognized in other comprehensive income, rather than being recognized in the income statement immediately. The foreign exchange gains or losses arising on re-translation of the Group's unhedged US dollar borrowings are recognized in the income statement immediately.

        The Group documents 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 various hedging transactions. The Group also documents its assessment, both at hedge inception and on an on-goingongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. The Group uses a variety of methods to assess hedge effectiveness depending on the nature and type of the hedging relationship, including critical terms comparison, dollar offset method and regression analysis.

        Derivatives embedded in other financial instruments or host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss.

        The fair values of various derivative instruments are disclosed in note 17.18. 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.




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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

        Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve within equity are reclassified to the income statement in the periods when the hedged item affects the income statement (for example, when the forecast transaction that is hedged takes place). 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 recognized when the hedged item is ultimately recognized 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.




2.16Table of Contents


Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

2.17 Trade and other receivables

        Trade and other receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade and other receivables are recognized initially at fair value, and subsequently measured at amortized cost using the effective interest method, less provision for impairment. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

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

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

        Other receivables comprise miscellaneous receivables which are recognised initially at fair value and subsequently measured at amortized cost. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

2.172.18 Cash and cash equivalents

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

2.182.19 Share capital and reserves

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

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




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Notes to the consolidated financial statements (Continued)

2 Summary of significant accounting policies (Continued)

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

2.192.20 Trade and other payables

        Trade and other payables are obligations to pay for goods and services whichthat have been acquired in the commercial operationsordinary course of business from suppliers. Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the Group.effective interest method. Amounts payable are classified as current liabilities if payment is due within one year or less. If not they are presented as non-current liabilities.

        Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

2.202.21 Borrowings

        Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any differences between the proceeds (net of transaction costs) and the redemption value is recognisedrecognized in the income statement over the period of the borrowings using the effective interest rate method.

        FinanceFees paid on the establishment of loan facilities are recognized as transaction costs are recognised usingof the effective interest rate method.loan to the extent that it is probable that some or all of the facility will be drawn down. In this case the fee is deferred until draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.




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        Interest payments or receipts are treated as cash flows from operating activities.
Notes to the consolidated financial statements (Continued)

3 Critical Accounting Judgementsaccounting estimates and Estimatesjudgments

        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. Themake estimates, judgments and assumptions usedconcerning the future. Estimates, judgments and assumptions are continually evaluated and are based on historical experience and any other factors, including expectations of future events that are consideredbelieved to be relevant. Actual results may differ from these estimates.reasonable under the circumstances. The areas involvingresulting accounting estimates will, by definition, seldom equal the related actual results. The estimates, judgments and assumptions that have a higher degreesignificant risk of judgement or complexity, or areas where assumptions and estimates are significantcausing a material adjustment to the consolidatedcarrying amounts of assets and liabilities within the next financial statements,year are considered to be:addressed below.

a)    Revenue recognition—estimates in certain commercial contracts

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

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

        In assessing whether any additional profit share is probable and should therefore be recognized, 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 recognized in the year ended 30 June 2015 amounted to £11.6 million, cumulative £53.9 million (2014: £12.2 million, cumulative £42.3 million; 2013: £12.8 million, cumulative £30.1 million).

b)    Goodwill

        The Group annually tests whether goodwill has suffered any impairment or more frequently if events or changes in circumstances indicate a potential impairment, in accordance with its accounting policy. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates, both in arriving at the expected future cash flows and the application of a suitable discount rate in order to calculate the present value of these flows. These calculations have been carried out in accordance with the assumptions set out in note 14.15.

b)c)     Players' registrations

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




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Notes to the consolidated financial statements (Continued)

3 Critical Accounting Judgements and Estimates (Continued)

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 £0.3£3.4 million relating to this contingent consideration has been recognisedrecognized on the balance sheet as of 30 June 2014.2015. The maximum additional amount that could be payable as of that date is disclosed in note 30.2.29.2.




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Notes to the consolidated financial statements (Continued)

3 Critical accounting estimates and judgments (Continued)

        The Group will perform an impairment review on intangible assets, including player registrations, if adverse events indicate that the amortized carrying value of the asset may not be recoverable. Whilst no individual player can be separated from the single cash generating unit ("CGU"), being the operations of the Group as a whole, there may be certain circumstances where a player is taken out of the CGU, when it becomes clear that they will not play for the club's first team again, for example, a player sustaining a career threatening injury or is permanently removed from the first team squad for another reason. If such circumstances were to arise, the carrying value of the player would be assessed against the Group's best estimate of the player's fair value less any costs to sell.

c)     Revenue recognition—estimates in certain commercial contracts

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

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

        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 2014 amounted to £12.2 million, cumulative £42.3 million (2013: £12.8 million, cumulative £30.1 million; 2012: £8.4 million, cumulative £17.3 million).

d)    Revenue recognition—commercial contracts with multiple elements

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

        Revenue relating to commercial contracts with multiple elements recognized in the year ended 30 June 2014 amounted to £19.3 million (2013: £11.9 million; 2012: £nil).

e)    Recognition of deferred tax assets

        Deferred tax assets are recognized only to the extent that it is probable that the associated deductions will be available for use against future profits and that there will be sufficient future taxable profit available against which the temporary differences can be utilized, provided the asset can be reliably quantified. In estimating future taxable profit, management use "base case" approved forecasts




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Notes to the consolidated financial statements (Continued)

3 Critical Accounting Judgements and Estimates (Continued)

which incorporate a number of assumptions, including a prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in relation to the recognition of deferred tax assets, management considers the regulations applicable to tax and advice on their interpretation. Future taxable income may be higher or lower than estimates made when determining whether it is appropriate to record a tax asset and the amount to be recorded. Furthermore, changes in the legislative framework or applicable tax case law may result in management reassessing the recognition of deferred tax assets in future periods.

4 Segment information

        The principal activity of the Group is the operation of a professional football club. All of the activities of the Group support the operation of the football club and the success of the first team is critical to the on-goingongoing development of the Group. Consequently the Chief Operating Decision Makerchief operating decision maker regards the Group as operating in one material segment, being the operation of a professional football club.

        All revenue derives from the Group's principal activity in the United Kingdom. Revenue can be analysed into its three main components as follows:

		2014 £'000			2013 £'000			2012 £'000
Commercial			189,315			152,441			117,611
Broadcasting			135,746			101,625			103,991
Matchday			108,103			109,123			98,718
​	​	​	​	​	​	​	​	​	​	​
			433,164			363,189			320,320
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        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 2014, 2013 or 2012 were as follows:

		2014 £'000			2013 £'000			2012 £'000
F.A. Premier League			92,752			63,977			63,859
Nike			<10	%		38,609			33,787
UEFA			<10	%		<10	%		34,082

		2015 £'000			2014 £'000			2013 £'000
Commercial			196,931			189,315			152,441
Broadcasting			107,664			135,746			101,625
Matchday			90,583			108,103			109,123
​	​	​	​	​	​	​	​	​	​	​
			395,178			433,164			363,189
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​




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Notes to the consolidated financial statements (Continued)

4 Segment information (Continued)

        Revenue derived from entities accounting for more than 10% of revenue in either 2015, 2014 or 2013 were as follows:

		2015 £'000			2014 £'000			2013 £'000
Premier League			100,534			92,752			63,977
General Motors (Chevrolet)			58,534			<10	%		<10	%
Nike			<10	%		<10	%		38,609
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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

5 Operating expenses

		2014 £'000			2013 £'000			2012 £'000				2015 £'000			2014 £'000			2013 £'000
Employee benefit expense (note 8)			(214,803	)		(180,523	)		(161,688	)
Employee benefit expense (note 7)													(202,561	)		(214,803	)		(180,523	)
Operating lease costs			(2,352	)		(2,760	)		(2,186	)			(2,631	)		(2,352	)		(2,760	)
Auditors' remuneration: audit of parent company and consolidated financial statements			(17	)		(17	)		(16	)			(23	)		(17	)		(17	)
Auditors' remuneration: audit of the Company's subsidiaries			(299	)		(329	)		(76	)			(382	)		(299	)		(329	)
Auditors' remuneration: tax compliance services			(159	)		(282	)		(277	)			(243	)		(159	)		(282	)
Auditors' remuneration: other services			(244	)		(166	)		(4	)			—			(244	)		(166	)
Foreign exchange (losses)/gains			(4,103	)		570			(445	)
Foreign exchange gains/(losses)													435			(4,103	)		570
(Loss)/profit on disposal of property, plant and equipment			(24	)		7			—				(5	)		(24	)		7
Depreciation—property, plant and equipment (note 12)			(8,549	)		(7,650	)		(7,373	)
Depreciation—investment property (note 13)			(116	)		(119	)		(105	)
Depreciation—property, plant and equipment (note 13)													(10,212	)		(8,549	)		(7,650	)
Depreciation—investment property (note 14)													(112	)		(116	)		(119	)
Other operating expenses			(81,100	)		(71,137	)		(63,979	)			(69,423	)		(81,100	)		(71,137	)
Amortization of players' registrations (note 15)			(55,290	)		(41,714	)		(38,262	)
Amortization (note 16)													(99,686	)		(55,290	)		(41,714	)
Exceptional items (note 6)			(5,184	)		(6,217	)		(10,728	)			(2,336	)		(5,184	)		(6,217	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
			(372,240	)		(310,337	)		(285,139	)
													(387,179	)		(372,240	)		(310,337	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

        In addition to the auditors' remuneration charges disclosed above are amounts of £nil (2013: £679,000; 2012: £1,975,000)£609,000 (2014: £nil; 2013: £679,000) relating to tax planning advice, general assurance and other advice in connection with athe public offersale of Class A ordinary shares and either charged as exceptional items when they are not directly attributable to the issue of new shares (see note 6) or offset against share premium when they are directly attributable to the issue of new shares.shares, and advice in connection with the debt refinancing in June 2015 and either charged as finance costs or carried forward in the balance sheet as unamortized debt issue costs.




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Notes to the consolidated financial statements (Continued)

6 Exceptional items

		2014 £'000			2013 £'000			2012 £'000				2015 £'000			2014 £'000			2013 £'000
Football League pension scheme deficit (note 30)													(1,247	)		—			—
Professional adviser fees relating to public sale of Class A ordinary shares													(1,089	)		—			(3,816	)
Compensation paid on loss of office			(4,891	)		(2,401	)		—				—			(4,891	)		(2,401	)
Impairment—investment property (note 13)			(293	)		—			—
Professional adviser fees relating to public offer of shares			—			(3,816	)		(8,936	)
Football League pension scheme deficit (note 31)			—			—			(1,792	)
Impairment—investment property (note 14)													—			(293	)		—
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
			(5,184	)		(6,217	)		(10,728	)
													(2,336	)		(5,184	)		(6,217	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

        The Football League pension scheme deficit reflects the present value of the additional contributions the Group is expected to pay to remedy the revised deficit of the scheme as per the latest triennial actuarial valuation at 31 August 2014.

        Professional adviser fees relating to the public sale of Class A ordinary shares are recognized 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 £359,000 (2014: £nil; 2013: £543,000) relating to services provided by the Group's auditors.

        Compensation paid on loss of office relates to payments to the former team manager and certain members of the coaching staff (2013: certain members of the coaching staff only).

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

        Professional adviser fees relating to a public offer7 Employees

7.1   Employee benefit expense and average number of sharespeople employed

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

		2015 Number			2014 Number			2013 Number
Average number of employees:
Football—players			73			79			82
Football—technical and coaching			89			92			76
Commercial			122			138			125
Media			89			91			69
Administration and other			440			469			391
​	​	​	​	​	​	​	​	​	​	​
Average number of employees			813			869			743
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        The Group also employs approximately 2,275 temporary staff on match days (2014: 2,323; 2013: 2,395), the costs of which 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 £nil (2013: £543,000; 2012: £1,755,000) relating to services provided by the Group's auditors.included in employee costs below.




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Notes to the consolidated financial statements (Continued)

6 Exceptional items7 Employees (Continued)

        The Football League pension scheme deficit reflects the present valueParticulars of employee costs are as shown below:

		2015 £'000			2014 £'000			2013 £'000
Wages and salaries (including bonuses)			(178,637	)		(189,173	)		(158,030	)
Share-based payments (note 22)			(2,591	)		(1,852	)		(1,390	)
Social security costs			(18,869	)		(21,396	)		(19,305	)
Other pension costs—defined contribution (note 30)			(2,464	)		(2,382	)		(1,798	)
​	​	​	​	​	​	​	​	​	​	​
			(202,561	)		(214,803	)		(180,523	)
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        Details of the additional contributionspension arrangements offered by the Company and the Group is expected to pay to make good the increased deficitare disclosed in note 30.

7.2   Key management compensation

        Key management includes directors (executive and non-executive) of the scheme as perCompany and executive directors and officers of the latest actuarial valuation at 31 August 2011 (see note 31Group's main operating company, Manchester United Limited. The compensation paid or payable to key management for further details).employee services, which is included in the employee costs table above, is shown below:

		2015 £'000			2014 £'000			2013 £'000
Short-term employee benefits			(7,324	)		(5,796	)		(7,041	)
Share-based payments			(2,366	)		(1,852	)		(1,390	)
Post-employment benefits			(61	)		(132	)		(168	)
​	​	​	​	​	​	​	​	​	​	​
			(9,751	)		(7,780	)		(8,599	)
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

8 Profit on disposal of players' registrations

		2015 £'000			2014 £'000			2013 £'000
Profit on disposal of players' registrations			19,675			6,991			9,162
Player loan fee income			3,974			—			—
​	​	​	​	​	​	​	​	​	​	​
			23,649			6,991			9,162
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​




Table of Contents

7
Notes to the consolidated financial statements (Continued)

9 Net finance costs

		2014 £'000			2013 £'000			2012 £'000				2015 £'000			2014 £'000			2013 £'000
Interest payable on bank loans, overdrafts and deferred element of terminated interest rate swap			(2,402	)		(3,048	)		(3,648	)			(1,840	)		(2,402	)		(3,048	)
Interest payable on secured term loan facility and senior secured notes			(19,350	)		(32,299	)		(36,448	)			(21,055	)		(19,350	)		(32,299	)
Amortization of issue discount, debt finance and debt issue costs on secured term loan facility and senior secured notes			(1,936	)		(11,836	)		(2,290	)			(5,978	)		(1,936	)		(11,836	)
Premium on repurchase of senior secured notes (note 23)			—			(21,977	)		(2,180	)
Foreign exchange (loss)/gain on US dollar denominated bank accounts(1)			(2,712	)		(615	)		70
Foreign exchange loss on US dollar denominated secured term loan facility and senior secured notes (note 32)(1)			—			(2,501	)		(5,191	)
Unwinding of discount factors relating to onerous lease provision (note 24) and player transfer fees			(334	)		(154	)		(347	)
Premium on repurchase of senior secured notes (note 24)													(3,552	)		—			(21,977	)
Costs associated with debt financing													(1,443	)		—			—
Foreign exchange losses(1)													(288	)		(2,712	)		(3,116	)
Unwinding of discount factors relating to player transfer fees and onerous lease provision													(2,708	)		(334	)		(154	)
Fair value movements on derivative financial instruments:
Embedded foreign exchange derivatives			(1,320	)		—			—				1,280			(1,320	)		—
Interest rate swaps			386			348			(281	)			165			386			348
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total finance costs			(27,668	)		(72,082	)		(50,315	)			(35,419	)		(27,668	)		(72,082	)
Total finance income—interest receivable on short-term bank deposits			256			1,275			779				204			256			1,275
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Net finance costs			(27,412	)		(70,807	)		(49,536	)			(35,215	)		(27,412	)		(70,807	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

---

(1)

On 1 July 2013 theThe Group started hedginghedges the foreign exchange risk on a portion of contracted future US dollar revenues using the Group's US dollar borrowings as the hedging instrument. From 1 November 2013, the hedging instrument was revised to also take into account a portion of the Group's US dollar cash balances i.e. net borrowings.borrowings as the hedging instrument. As a result, foreign exchange gains or losses arising on re-translation of the Group's US dollar net borrowings and a portion of the Group's US dollar cash balances are now initially recognized in other comprehensive income, rather than being recognized in the income statement immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are subsequently reclassified into the income statement in the same accounting period, and within the same income statement line (i.e. Commercial revenue), as the underlying future US dollar revenues.




Table of Contents


Notes to the consolidated financial statements (Continued)

8 Employees

8.1   Employee benefit expense and average number of people employed

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

		2014 Number			2013 Number			2012 Number
Average number of employees:
Football—players			79			82			79
Football—technical and coaching			92			76			80
Commercial			138			125			76
Media			91			69			73
Administration and other			469			391			388
​	​	​	​	​	​	​	​	​	​	​
Average number of employees			869			743			696
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        The Group also employs approximately 2,323 temporary staffforeign exchange gains or losses arising on match days (2013: 2,395; 2012: 2,376), the costs of which are included in employee costs below.

        Particulars of employee costs are as shown below:

		2014 £'000			2013 £'000			2012 £'000
Wages and salaries (including bonuses)			(189,173	)		(158,030	)		(142,699	)
Share-based payments (note 21)			(1,852	)		(1,390	)		—
Social security costs			(21,396	)		(19,305	)		(17,567	)
Other pension costs—defined contribution (note 31)			(2,382	)		(1,798	)		(1,422	)
​	​	​	​	​	​	​	​	​	​	​
			(214,803	)		(180,523	)		(161,688	)
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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

8.2   Key management compensation

        Key management includes directors (executive and non-executive) of the Company and executive directors and officersre-translation of the Group's main operating company, Manchester United Limited. The compensation paid or payable to key management for employee services, which is includedunhedged US dollar borrowings are recognized in the employee costs table above, is shown below:

		2014 £'000			2013 £'000			2012 £'000
Short-term employee benefits			(5,796	)		(7,041	)		(6,947	)
Share-based payments			(1,852	)		(1,390	)		—
Post-employment benefits			(132	)		(168	)		(117	)
​	​	​	​	​	​	​	​	​	​	​
			(7,780	)		(8,599	)		(7,064	)
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

income statement immediately.



Table of Contents


Notes to the consolidated financial statements (Continued)

910 Tax

		2014 £'000			2013 £'000			2012 £'000				2015 £'000			2014 £'000			2013 £'000
Current tax:
Current tax on profit for the year			(22	)		—			—
Adjustment in respect of previous years(1)			(128	)		1,276			—
Current tax on (loss)/profit for the year													(223	)		(22	)		—
Adjustment in respect of previous years													(547	)		(128	)		1,276
Foreign tax			(1,472	)		(491	)		(125	)			(684	)		(1,472	)		(491	)
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total current tax (expense)/credit			(1,622	)		785			(125	)			(1,454	)		(1,622	)		785
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Deferred tax:
US deferred tax:
Origination and reversal of temporary differences			(9,959	)		(8,242	)		—				(978	)		(9,959	)		(8,242	)
Adjustment in respect of previous years(1)			297			—			—
Recognition of additional US tax base(2)			—			153,317			—
Adjustment in respect of previous years													152			297			—
Recognition of additional US tax base(1)													—			—			153,317
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total US deferred tax (expense)/credit (note 25)			(9,662	)		145,075			—				(826	)		(9,662	)		145,075
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
UK deferred tax:
Origination and reversal of temporary differences			(7,457	)		6,657			3,719				4,790			(7,457	)		6,657
Adjustment in respect of previous years(1)			(191	)		1,662			3,445
Adjustment in respect of previous years													162			(191	)		1,662
Impact of change in UK corporation tax rate			2,264			1,033			3,778				—			2,264			1,033
Recognition of previously unrecognized deferred tax asset(3)			—			—			17,160
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total UK deferred tax (expense)/credit (note 25)			(5,384	)		9,352			28,102
Total UK deferred tax credit/(expense) (note 25)													4,952			(5,384	)		9,352
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total deferred tax (expense)/credit			(15,046	)		154,427			28,102
Total deferred tax credit/(expense)													4,126			(15,046	)		154,427
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
Total tax (expense)/credit			(16,668	)		155,212			27,977
Total tax credit/(expense)													2,672			(16,668	)		155,212
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

        A reconciliation of the total tax (expense)/credit is as follows:

		2014 £'000			2013 £'000			2012 £'000
Profit/(loss) before tax			40,503			(8,793	)		(4,664	)
​	​	​	​	​	​	​	​	​	​	​
Loss before tax multiplied by weighted average US corporate tax rate of 35.0% (2013: 35.0%; 2012: weighted average UK corporate tax rate of 25.5%)			(14,176	)		3,078			1,189
Tax effects of:
Foreign tax			—			—			(125	)
Adjustment in respect of previous years(1)			(22	)		2,938			3,445
Difference in tax rates on non US operations			(247	)		101			—
Re-measurement of deferred tax—change in UK corporate tax rate			—			—			3,778
Utilization of tax losses			—			—			5,619
Recognition of additional US tax base(2)			—			153,317			—
Recognition of previously unrecognized deferred tax asset(3)			—			—			17,160
Foreign exchange losses on net operating losses(4)			(1,942	)		—			—
Expenses not deductible for tax purposes(5)			(281	)		(4,222	)		(3,089	)
​	​	​	​	​	​	​	​	​	​	​
Total tax (expense)/credit			(16,668	)		155,212			27,977
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

		2015 £'000			2014 £'000			2013 £'000
(Loss)/profit before tax			(3,567	)		40,503			(8,793	)
​	​	​	​	​	​	​	​	​	​	​
Loss/(profit) before tax multiplied by weighted average US corporate tax rate of 35.0% (2014: 35.0%; 2013: 35.0%)			1,249			(14,176	)		3,078
Tax effects of:
Adjustment in respect of previous years(2)			(233	)		(22	)		2,938
Difference in tax rates on non US operations			48			(247	)		101
Recognition of additional US tax base(1)			—			—			153,317
Foreign exchange gains/(losses) on US dollar denominated tax basis(3)			1,783			(1,942	)		—
Expenses not deductible for tax purposes(4)			(175	)		(281	)		(4,222	)
​	​	​	​	​	​	​	​	​	​	​
Total tax credit/(expense)			2,672			(16,668	)		155,212
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

---

(1)

The £2,938,000 tax credit in 2013 is primarily due to the recognition of a further UK deferred tax asset relating to the premium arising on the repurchase of senior secured notes in the prior year.




Table of Contents


Notes to the consolidated financial statements (Continued)

9 Tax (Continued)

The £3,445,000 tax credit in 2012 is due to the reassessment of the position relating to a previous rolled over gain on player disposal.

(2)

The £153,317,000 tax credit in 2013 related to the recognition of additional US tax base comprised three elements, as follows:



•

As a result of the reorganization transactions related to the IPO, the Company inherited the £96,114,000 carried forward US tax bases of Red Football Limited Partnership, which the Group will benefit from by way of future US tax deductions.




Table of Contents



Notes to the consolidated financial statements (Continued)

10 Tax (Continued)

•

Furthermore, the reorganization transactions resulted in additional US tax bases or 'step-up' that was expected to result in the availability of further US tax deductions. The resulting increase in tax bases was estimated to be approximately $350 million (£225 million) gross, although not all of this was expected to result in increased tax deductions. At the time of preparing the 2013 financial statements, the deductible element of the 'step-up' had not been finalized and consequently the £31,945,000 recognized as a deferred tax asset with respect to the 'step-up' reflected management's best estimate of the portion that it was probable would be realized. A charge in respect of previous years was recognized in 2014, representing a refinement in tax estimates in relation to the above mentioned US tax bases.



•

In addition, the Group is expected to utilize future UK taxes paid as foreign tax credits in the US, and as such can 'mirror' the existing UK net deferred tax liability as a deferred tax asset in the US. As the UK deferred tax liability unwinds, there will be UK taxable income which will result in a US foreign tax credit. The benefit of the additional expected foreign tax credits resulted in a deferred tax asset of £25,258,000.

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.

(3)(2)

In 2012 management consideredThe £2,938,000 tax credit in 2013 is primarily due to the availability and utilizationrecognition of brought forward UK tax losses during the year and accordingly recognized a further UK deferred tax asset relating to the premium arising on the repurchase of senior secured notes in respect of previously unrecognized UK tax losses amounting to £17,160,000.the prior year.



(4)(3)

The £1,942,000 foreign exchange lossesgains/(losses) on net operating lossesUS dollar denominated tax basis arise because carried forward net operating losses are denominated on the US tax return in US dollars and consequently the associated deferred tax asset has to be retranslated at each reportingbalance sheet date.



(5)(4)

Expenses not deductible for tax purposes typically comprise routine, recurring disallowable expenses such as entertaining. Additional one off expenses not allowable for tax purposes in 2013 relates to 2013 losses that arose immediately prior to the Group being acquired by Manchester United plc. These losses are not allowable for US tax purposes but are allowable for UK tax purposes. The additional tax charge in 2012 of £3,089,000 mainly relates to professional adviser fees relating to a proposed public offer of shares (see note 6), and the premium paid on repurchase of senior secured notes (see note 23).




Table of Contents


Notes to the consolidated financial statements (Continued)

910 Tax (Continued)

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

		2014									2013									2012										2015									2014									2013
		Before tax £'000			Tax £'000			After tax £'000			Before tax £'000			Tax £'000			After tax £'000			Before tax £'000			Tax £'000			After tax £'000				Before tax £'000			Tax £'000			After tax £'000			Before tax £'000			Tax £'000			After tax £'000			Before tax £'000			Tax £'000			After tax £'000
Arising on income and expenses recognized in other comprehensive income:
Arising on income and expenses recognized in other comprehensive (loss)/income:
Movements in fair value of financial instruments treated as cash flow hedges			39,643			(13,956	)		25,687			(646	)		211			(435	)		1,506			(374	)		1,132				(32,598	)		11,409			(21,189	)		39,643			(13,956	)		25,687			(646	)		211			(435	)
Exchange gain/(loss) on translation of overseas subsidiary			46			(16	)		30			(88	)		—			(88	)		229			—			229				—			—			—			46			(16	)		30			(88	)		—			(88	)
​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other comprehensive income/(loss)			39,689			(13,972	)		25,717			(734	)		211			(523	)		1,735			(374	)		1,361
Other comprehensive (loss)/income																															(32,598	)		11,409			(21,189	)		39,689			(13,972	)		25,717			(734	)		211			(523	)
​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current tax			—			(1,852	)		—			—			—			—			—			—			—				—			—			—			—			(1,852	)		—			—			—			—
US deferred tax (note 25)			—			(5,835	)		—			—			53			—			—			—			—				—			4,835			—			—			(5,835	)		—			—			53			—
UK deferred tax (note 25)			—			(6,285	)		—			—			158			—			—			(374	)		—				—			6,574			—			—			(6,285	)		—			—			158			—
​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
			—			(13,972	)		—			—			211			—			—			(374	)		—
																															—			11,409			—			—			(13,972	)		—			—			211			—
​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​																													​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

10 Earnings11 (Loss)/earnings per share

(a)   Basic

        Basic (loss)/earnings per share is calculated by dividing the (loss)/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.year.

		2014			2013			2012				2015			2014			2013
Profit attributable to owners of the parent (£'000)			23,835			146,250			22,986
(Loss)/profit attributable to owners of the parent (£'000)													(895	)		23,835			146,250
Class A ordinary shares (thousands)			39,814			38,895			31,353				39,795			39,814			38,895
Class B ordinary shares (thousands)			124,000			124,000			124,000				124,000			124,000			124,000
Basic earnings per share (pence)			14.55			89.78			14.80
Basic (loss)/earnings per share (pence)													(0.55	)		14.55			89.78

(b)   Diluted

        Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share awards pursuant to the 2012




Table of Contents


Notes to the consolidated financial statements (Continued)

10 Earnings11 (Loss)/earnings per share (Continued)

Equity Incentive Plan (the "Equity Plan"). Share awards pursuant to the Equity Plan are assumed to have been converted into ordinary shares at the beginning of the financial year.

		2015			2014			2013
(Loss)/profit attributable to owners of the parent (£'000)			(895	)		23,835			146,250
Class A ordinary shares (thousands)			39,795			39,814			38,895
Adjustment for assumed conversion into Class A ordinary shares (thousands)			—	(1)		79			—
Class B ordinary shares (thousands)			124,000			124,000			124,000
Diluted (loss)/earnings per share (pence)			(0.55	)		14.54			89.78

---

		2014			2013			2012
Profit attributable to owners of the parent (£'000)			23,835			146,250			22,986
Class A ordinary shares (thousands)			39,814			38,895			31,353
Adjustment for assumed conversion into Class A ordinary shares (thousands)			79			—			—
Class B ordinary shares (thousands)			124,000			124,000			124,000
Diluted earnings per share (pence)			14.54			89.78			14.80

(1)

For the year ended 30 June 2015, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and hence have been excluded. For the years ended 30 June 2014 and 2013, potential ordinary shares have been treated as dilutive, as their inclusion in the diluted earnings per share calculation decreases earnings per share.

1112 Dividends

        An interim dividend of £nil (2013:(2014: £nil; 2012: £10.0 million)2013: £nil) has been paid by the Company during the year. The related amount of dividend per ordinary share for the year was £nil (2013:(2014: £nil; 2012: £0.06⁽¹⁾)2013: £0.06). The directors are not proposing to pay a final dividend relating to the year ended 30 June 2014 (2013:2015 (2014: £nil; 2012:2013: £nil).

---

⁽¹⁾

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




Table of Contents


Notes to the consolidated financial statements (Continued)

1213 Property, plant and equipment

		Freehold property £'000			Plant and machinery £'000			Fixtures and fittings £'000			Total £'000
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
​			​	​		​	​		​	​		​	​
​			​	​		​	​		​	​		​	​
Net book amount
At 1 July 2012			234,275			4,641			8,950			247,866
​			​	​		​	​		​	​		​	​
​			​	​		​	​		​	​		​	​
															Freehold property £'000			Plant and machinery £'000			Fixtures and fittings £'000			Total £'000
Cost
At 1 July 2013			270,057			36,177			29,362			335,596				270,057			36,177			29,362			335,596
Additions			342			4,132			6,202			10,676				342			4,132			6,202			10,676
Disposals			(80	)		(548	)		(137	)		(765	)			(80	)		(548	)		(137	)		(765	)
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			270,319			39,761			35,427			345,507				270,319			39,761			35,427			345,507
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Accumulated depreciation
At 1 July 2013			33,556			30,748			18,484			82,788				33,556			30,748			18,484			82,788
Charge for year			3,353			2,266			2,930			8,549				3,353			2,266			2,930			8,549
Disposals			(14	)		(538	)		(137	)		(689	)			(14	)		(538	)		(137	)		(689	)
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			36,895			32,476			21,277			90,648				36,895			32,476			21,277			90,648
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net book amount
At 30 June 2014			233,424			7,285			14,150			254,859				233,424			7,285			14,150			254,859
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​														​	​	​	​	​	​	​	​	​	​	​	​	​
Net book amount
At 1 July 2013																236,501			5,429			10,878			252,808
​														​	​	​	​	​	​	​	​	​	​	​	​	​
​														​		​	​		​	​		​	​		​	​
​														​	​	​	​	​	​	​	​	​	​	​	​	​
Cost
At 1 July 2014																270,319			39,761			35,427			345,507
Additions																149			1,443			4,392			5,984
Disposals																—			(1,102	)		(247	)		(1,349	)
Transfers																(421	)		(276	)		697			—
​														​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015																270,047			39,826			40,269			350,142
​														​	​	​	​	​	​	​	​	​	​	​	​	​
Accumulated depreciation
At 1 July 2014																36,895			32,476			21,277			90,648
Charge for year																3,333			2,713			4,166			10,212
Disposals																—			(1,098	)		(246	)		(1,344	)
​														​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015																40,228			34,091			25,197			99,516
​														​	​	​	​	​	​	​	​	​	​	​	​	​
Net book amount
At 30 June 2015																229,819			5,735			15,072			250,626
​														​	​	​	​	​	​	​	​	​	​	​	​	​
​														​		​	​		​	​		​	​		​	​
​														​	​	​	​	​	​	​	​	​	​	​	​	​

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

        Property, plant and equipment with a net book amount of £231,356,000 (2013: £230,703,000)£218,452,000 (2014: £231,356,000) has been pledged to secure the secured term loan facility and senior secured notes borrowings of the Group (see note 23)24).

        Capital commitments at the reportingbalance sheet date are disclosed in note 30.1.29.1.




Table of Contents


Notes to the consolidated financial statements (Continued)

1314 Investment property

		£'000
Cost
At 1 July 2012			19,126
Additions			2
​	​	​	​	​
At 30 June 2013			19,128
​	​	​	​	​
Accumulated depreciation and impairment
At 1 July 2012			4,929
Charge for the year			119
​	​	​	​	​
At 30 June 2013			5,048
​	​	​	​	​
Net book amount
At 30 June 2013			14,080
​	​	​	​	​
​	​	​	​	​
Net book amount
At 1 July 2012			14,197
​	​	​	​	​
​	​	​	​	​
Cost
At 1 July 2013 and 30 June 2014			19,128
​	​	​	​	​
Accumulated depreciation and impairment
At 1 July 2013			5,048
Charge for the year			116
Impairment charge			293
​	​	​	​	​
At 30 June 2014			5,457
​	​	​	​	​
Net book amount
At 30 June 2014			13,671
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​
Net book amount
At 1 July 2013			14,080
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​
Cost
At 1 July 2014 and 30 June 2015			19,128
​	​	​	​	​
Accumulated depreciation and impairment
At 1 July 2014			5,457
Charge for the year			112
​	​	​	​	​
At 30 June 2015			5,569
​	​	​	​	​
Net book amount
At 30 June 2015			13,559
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

        Management obtained an external valuation update reportInvestment property was externally valued as of 31 December 2013 which indicated that the properties had been impaired and consequently an impairment charge was recognised at that time. Management has obtained a further report based on an external valuation carried out30 June 2015 in accordance with the Royal InstituteInstitution of Chartered Surveyors ("RICS") Valuation—Professional Standards, January 20142014. The valuation supported the carrying amount as of 30 June 2014 which supported the carrying value as of that date2015 and consequently there were no further impairment charge is required.changes to the net book value. The external valuation was carried out on the basis of Market Value, as defined in the RICS Valuation—Professional Standards, January 2014. Fair value of investment property is determined using inputs that are not based on observable market data, consequently the asset is categorized as Level 3 (see note 32.3)31.3).

        The property rental revenue earned by the Group from its investment property amounted to £1,276,000 (2013: £1,126,000; 2012: £929,000)£1,262,000 (2014: £1,276,000; 2013: £1,126,000). Direct operating expenses arising on investment property, all of which generated rental income, in the year amounted to £551,000 (2013: £390,000; 2012: £302,000)£603,000 (2014: £551,000; 2013: £390,000). The future aggregate minimum rentals receivable under non-cancellable operating leases are disclosed in note 29.2.28.2.

        Investment property with a net book amount of £6,754,000 (2013: £6,574,000)£6,723,000 (2014: £6,754,000) has been pledged to secure the secured bank loan borrowings of the Group (see note 23)24).

        As of 30 June 2015, the Group had no contractual obligations to purchase, construct or develop investment property (2014: £nil). As of 30 June 2015, the Group had no material contractual obligations for repairs, maintenance or enhancements to investment property (2014: not material).




Table of Contents


Notes to the consolidated financial statements (Continued)

13 Investment property (Continued)

        As of 30 June 2014, the Group had no contractual obligations to purchase, construct or develop investment property (2013: £nil). As of 30 June 2014, the Group had no material contractual obligations for repairs, maintenance or enhancements to investment property (2013: not material).

1415 Goodwill

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
Cost and net book amount at the beginning and end of the year			421,453			421,453				421,453			421,453
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​

Impairment tests for goodwill

        Goodwill arose largely in relation to the Group's acquisition of Manchester United Limited in 2005. Goodwill is not subject to amortisationamortization and is tested annually for impairment (normally at the end of the third fiscal quarter) or more frequently if events or changes in circumstances indicate a potential impairment.

        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 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% (2013:(2014: 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 9.5% (2014: 9.3% (2013: 11.1%) for each period, and certain assumptions around progression in domestic and European cup competitions, notably the UEFA Champions League. The cash flow projections assume participation in the UEFA Champions League in each period apart from the financial year ending 30 June 2015 which assumes no cash flows associated with European competitions.

        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:

•

increase the discount rate by 3%2% (post-tax);



•

failure to qualifymore prudent assumptions around qualification for the UEFA Champions League once during the period between the financial year ending 30 June 2015 and the financial year ending 30 June 2019.European cup competitions.

        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.




Table of Contents


Notes to the consolidated financial statements (Continued)

1516 Players' registrations and other intangible assets

		£'000
Cost
At 1 July 2012			306,817
Additions			51,175
Disposals			(40,247	)
​	​	​	​	​
At 30 June 2013			317,745
​	​	​	​	​
Accumulated amortization
At 1 July 2012			194,418
Charge for year			41,714
Disposals			(38,334	)
​	​	​	​	​
At 30 June 2013			197,798
​	​	​	​	​
Net book amount
At 30 June 2013			119,947
​	​	​	​	​
​	​	​	​	​
Net book amount
At 1 July 2012			112,399
​	​	​	​	​
​	​	​	​	​
Cost
At 1 July 2013			317,745
Additions			142,032
Disposals			(46,980	)
​	​	​	​	​
At 30 June 2014			412,797
​	​	​	​	​
Accumulated amortization
At 1 July 2013			197,798
Charge for year			55,290
Disposals			(44,863	)
​	​	​	​	​
At 30 June 2014			208,225
​	​	​	​	​
Net book amount
At 30 June 2014			204,572
​	​	​	​	​
​	​	​	​	​

		Players' registrations £'000			Other intangible assets £'000			Total £'000
Cost
At 1 July 2013			317,745			—			317,745
Additions			142,032			—			142,032
Disposals			(46,980	)		—			(46,980	)
​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			412,797			—			412,797
​	​	​	​	​	​	​	​	​	​	​
Accumulated amortization
At 1 July 2013			197,798			—			197,798
Charge for year			55,290			—			55,290
Disposals			(44,863	)		—			(44,863	)
​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			208,225			—			208,225
​	​	​	​	​	​	​	​	​	​	​
Net book amount
At 30 June 2014			204,572			—			204,572
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Net book amount
At 1 July 2013			119,947						119,947
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Cost
At 1 July 2014			412,797			—			412,797
Additions			150,914			951			151,865
Disposals			(97,881	)		—			(97,881	)
​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015			465,830			951			466,781
​	​	​	​	​	​	​	​	​	​	​
Accumulated amortization
At 1 July 2014			208,225			—			208,225
Charge for year			99,534			153			99,687
Disposals			(80,075	)		—			(80,075	)
​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015			227,684			153			227,837
​	​	​	​	​	​	​	​	​	​	​
Net book amount
At 30 June 2015			238,146			798			238,944
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        The unamortized balance of existing players' registrations as of 30 June 20142015 was £204.6£238.1 million, of which £66.9£92.6 million is expected to be amortized in the year ended 30 June 2015.2016. The remaining balance is expected to be amortized over the three years to 30 June 2018.2019. This does not take into account player additions after 30 June 2014,2015, which would have the effect of increasing the amortization expense in future periods, nor does it consider disposals subsequent to 30 June 2014,2015, which would have the effect of decreasing future amortization charges. Furthermore, any contract renegotiations would also impact future charges.

        Other intangible assets comprise trademark registration costs. Trademark registration costs are fully amortized on a straight-line basis over the estimated useful lives of the assets, which is typically 10 years.




Table of Contents


Notes to the consolidated financial statements (Continued)

1617 Financial instruments by category

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

		Note		2014 £'000			2013 £'000				Note		2015 £'000			2014 £'000
Financial assets
Designated and effective as hedging instruments:
At fair value through profit and loss:
Derivative financial instruments		17			—			260			18			27			—
Loans and receivables:
Trade and other receivables excluding prepayments(1)		18			115,700			58,181			19			77,352			115,700
Cash and cash equivalents		19			66,365			94,433			20			155,752			66,365
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Total financial assets					182,065			152,874						233,131			182,065
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
​
​										​	​	​	​	​	​	​	​	​
Financial liabilities
Designated and effective as hedging instruments:
Derivative financial instruments		17			148			29			18			111			148
At fair value through profit and loss:
Derivative financial instruments		17			2,329			1,337			18			5,624			2,329
Other financial liabilities:
Trade and other payables excluding social security and other taxes(2)		22			135,035			81,143			23			166,649			135,035
Borrowings		23			341,808			389,233			24			410,967			341,808
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Total financial liabilities					479,320			471,742						583,351			479,320
​	​	​	​		​	​		​	​	​	​	​	​	​	​	​	​	​
​
​										​	​	​	​	​	​	​	​	​

---

(1)

Prepayments are excluded from the trade and other receivables balance, as this analysis is required only for financial instruments.



(2)

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

        The fair value of financial instruments equalsis not materially different to 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
		2014 £'000			2013 £'000			2014 £'000			2013 £'000
Senior secured notes			157,443			177,489			164,528			189,026
Unamortized issue discount and debt finance costs			(4,732	)		(5,992	)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			152,711			171,497			164,528			189,026
​	​	​	​	​	​	​	​	​	​	​	​	​	​

        The fair value of the senior secured notes is calculated based on the market value of the traded notes as at the reporting date.




Table of Contents


Notes to the consolidated financial statements (Continued)

17 Derivative financial instruments

		2014						2013
		Assets £'000			Liabilities £'000			Assets £'000			Liabilities £'000
Derivatives that are designated and effective as hedging instruments carried at fair value:
Interest rate swaps			—			(148	)		—			—
Forward foreign exchange contracts			—			—			260			(29	)
Financial instruments carried at fair value through profit or loss:
Embedded foreign exchange derivatives			—			(1,320	)		—			—
Interest rate swaps			—			(950	)		—			(1,337	)
Forward foreign exchange contracts			—			(59	)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			—			(2,477	)		260			(1,366	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Less non-current portion:
Derivatives that are designated and effective as hedging instruments carried at fair value:
Interest rate swaps			—			(148	)		—			—
Financial instruments carried at fair value through profit or loss:
Embedded foreign exchange derivatives			—			(469	)		—			—
Interest rate swaps			—			(950	)		—			(1,337	)
Forward foreign exchange contracts			—			(35	)		—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-current derivative financial instruments			—			(1,602	)		—			(1,337	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current derivative financial instruments			—			(875	)		260			(29	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

        The ineffective portion recognised in profit or loss that arises from cash flow hedges amounts to £nil (2013: £nil).

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




Table of Contents


Notes to the consolidated financial statements (Continued)

18 Derivative financial instruments

		2015						2014
		Assets £'000			Liabilities £'000			Assets £'000			Liabilities £'000
Derivatives that are designated and effective as hedging instruments carried at fair value:
Interest rate swaps			—			(111	)		—			(148	)
Financial instruments carried at fair value through profit or loss:
Embedded foreign exchange derivatives			27			(67	)		—			(1,320	)
Interest rate swaps			—			—			—			(950	)
Forward foreign exchange contracts			—			(5,557	)		—			(59	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			27			(5,735	)		—			(2,477	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Less non-current portion:
Derivatives that are designated and effective as hedging instruments carried at fair value:
Interest rate swaps			—			(111	)		—			(148	)
Financial instruments carried at fair value through profit or loss:
Embedded foreign exchange derivatives			—			(67	)		—			(469	)
Interest rate swaps			—			—			—			(950	)
Forward foreign exchange contracts			—			(2,591	)		—			(35	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-current derivative financial instruments			—			(2,769	)		—			(1,602	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current derivative financial instruments			27			(2,966	)		—			(875	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

        The ineffective portion recognized in profit or loss that arises from cash flow hedges amounts to £nil (2014: £nil).

        Further details of derivative financial instruments are provided in note 31.

19 Trade and other receivables

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
Trade receivables			88,997			39,530				51,746			88,997
Less: provision for impairment of trade receivables			(4,759	)		(6,055	)			(3,897	)		(4,759	)
​	​		​	​		​	​	​	​	​	​	​	​	​
Net trade receivables			84,238			33,475				47,849			84,238
Other receivables			3,943			85				82			3,943
Accrued revenue			27,519			24,621				29,421			27,519
​	​		​	​		​	​	​	​	​	​	​	​	​
			115,700			58,181				77,352			115,700
Prepayments			9,460			12,021				10,111			9,460
​	​		​	​		​	​	​	​	​	​	​	​	​
			125,160			70,202
										87,463			125,160
​	​		​	​		​	​	​	​	​	​	​	​	​
Less: non-current portion:
Trade receivables			41			1,583				3,836			41
​	​		​	​		​	​	​	​	​	​	​	​	​
Non-current trade and other receivables			41			1,583				3,836			41
​	​		​	​		​	​	​	​	​	​	​	​	​
Current trade and other receivables			125,119			68,619				83,627			125,119
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​




Table of Contents


Notes to the consolidated financial statements (Continued)

19 Trade and other receivables (Continued)

        Net trade receivables include transfer fees receivable from other football clubs of £2,777,000 (2013: £7,913,000)£20,693,000 (2014: £2,777,000) of which £41,000 (2013: £1,583,000)£3,836,000 (2014: £41,000) is receivable after more than one year. Net trade receivables also include £77,398,000 (2013: £15,712,000)£21,856,000 (2014: £77,398,000) of deferred revenue that is contractually payable to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as current deferred revenue liabilities.

1920 Cash and cash equivalents

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
Cash at bank and in hand			66,365			94,433				155,752			66,365
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​

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

2021 Share capital

		Number of shares (thousands)			Ordinary shares £'000				Number of shares (thousands)			Ordinary shares £'000
At 1 July 2012			155,353			50
Issue of shares (note 1.2)			8,333			2
Employee share-based compensation awards—issue of shares			140			—
​			​	​		​	​
At 30 June 2013			163,826			52
At 1 July 2013										163,826			52
Employee share-based compensation awards—cancellation of shares			(48	)		—				(48	)		—
​	​		​	​		​	​	​	​	​	​	​	​	​
At 30 June 2014			163,778			52				163,778			52
Employee share-based compensation awards—issue of shares										95			—
​								​	​	​	​	​	​	​
At 30 June 2015										163,873			52
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​

        The Company has two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares, each with a par value of $0.0005 per share. The rights of the holders of Class A




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Notes to the consolidated financial statements (Continued)

20 Share capital (Continued)

ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. In addition, Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to the Company's governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders.

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

As of 30 June 2014,2015, the Company's issued share capital comprised 39,777,95739,873,074 Class A ordinary shares and 124,000,000 Class B ordinary shares.

2122 Share-based payments

        The Company operates a share-based award plan, the 2012 Equity Incentive Award Plan (the "Equity Plan"), established in 2012. Under the Equity Plan, 16,000,000 shares of our Class A ordinary




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Notes to the consolidated financial statements (Continued)

22 Share-based payments (Continued)

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, 15,907,74315,707,201 remain available for issuance.

        Certain directors and members of executive management have been awarded Class A ordinary shares, pursuant to the Equity Plan. These shares are subject to varying vesting schedules over multi-year periods. The fair value of these shares was the quoted market price on the date of award. 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 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.




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Notes to the consolidated financial statements (Continued)

21 Share-based payments (Continued)

        Movements in the number of share awards outstanding and therefore potentially issuable as new shares are as follows:

		Number of Class A A ordinary shares
At 1 July 20132014			111,916105,425
Awarded			102,180248,847
Forfeited			(44,393	)
Vested			(64,27895,117	)
​	​	​	​	​
At 30 June 20142015			105,425259,155
​	​	​	​	​
​	​	​	​	​
​	​	​	​	​

        The fair value of the shares awarded during the year was $15.92$17.65 (£10.50)10.79) per share.

        For the year ended 30 June 20142015 the Group recognized total expenses related to equity-settled share-based payment transactions of £1,138,000 (2013: £832,000; 2012: £nil)£1,352,000 (2014: £1,138,000; 2013: £832,000) and total expenses related to cash-settled share-based payment transactions of £714,000 (2013: £558,000; 2012: £nil)£1,239,000 (2014: £714,000; 2013: £558,000).

2223 Trade and other payables

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
Trade payables			94,904			41,681				118,969			94,904
Other payables			10,588			17,764				2,064			10,588
Accrued expenses			29,543			21,698				45,616			29,543
​	​		​	​		​	​	​	​	​	​	​	​	​
			135,035			81,143				166,649			135,035
Social security and other taxes			9,661			15,721				12,712			9,661
​	​		​	​		​	​	​	​	​	​	​	​	​
			144,696			96,864
										179,361			144,696
​	​		​	​		​	​	​	​	​	​	​	​	​
Less: non-current portion:
Trade payables			38,752			7,667				46,512			38,752
Other payables			3,712			10,746				1,566			3,712
​	​		​	​		​	​	​	​	​	​	​	​	​
Non-current trade and other payables			42,464			18,413				48,078			42,464
​	​		​	​		​	​	​	​	​	​	​	​	​
Current trade and other payables			102,232			78,451				131,283			102,232
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​




Table of Contents


Notes to the consolidated financial statements (Continued)

23 Trade and other payables (Continued)

        Trade payables include transfer fees and other associated costs in relation to the acquisition of players' registrations of £82,273,000 (2013: £33,637,000)£114,937,000 (2014: £82,273,000) of which £38,752,000 (2013: £7,667,000)£46,512,000 (2014: £38,752,000) 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 £8,539,000 (2013: £13,671,000)£nil (2014: £8,539,000) of which £2,968,000 (2013: £8,555,000)£nil (2014: £2,968,000) is due after more than one year. This

        The fair value of trade and other payables is being repaidnot materially different to their carrying amount.

24 Borrowings

		2015 £'000			2014 £'000
Non-current:
Senior secured notes due 2027			265,734			—
Secured term loan facility due 2025			140,182			168,408
Senior secured notes due 2017			—			152,711
Secured bank loan due 2018			4,566			5,684
​	​	​	​	​	​	​	​
			410,482			326,803
​	​	​	​	​	​	​	​
Current:
Secured term loan facility due 2025			—			9,107
Secured bank loan due 2018			371			403
Accrued interest on senior secured notes			114			5,495
​	​	​	​	​	​	​	​
			485			15,005
​	​	​	​	​	​	​	​
Total borrowings			410,967			341,808
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

        On 27 May 2015 the Group entered into an agreement to issue $425,000,000 in aggregate principal amount of 3.79% senior secured notes due 2027. The proceeds from the sale of the notes were used to redeem the remaining $269,180,000 of the Group's 8.375% senior secured notes due 2017 and reduce the indebtedness on the Group's secured term loan facility due 2025 to an aggregate principal amount of $225,000,000.

        The senior secured notes due 2027 of £265,734,000 (2014: £nil) is stated net of unamortized issue costs amounting to £4,760,000 (2014: £nil). The outstanding principal amount of the notes is $425,000,000 (2014: $nil). The notes have a fixed coupon rate of 3.79% per annum and interest is paid semi-annually. The notes mature on 25 June 2027.

        The Group has the option to redeem the notes in part, in an amount not less than 5% of the aggregate principal amount of the 2027 Notes then outstanding, or in full, at any time at 100% of the principal amount plus a "make-whole" premium of an amount equal to the bank counterparties over 6 years from 2010discounted value (based on the US Treasury rate) of the remaining interest payments due on the notes up to 25 June 2027.

        The notes were issued by our wholly-owned finance subsidiary, MU Finance plc, and accrues interest at an effective interest rateare guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited and Manchester United Football Club Limited and are secured against substantially all of 5.13%.the assets of those entities.




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Notes to the consolidated financial statements (Continued)

2324 Borrowings (Continued)

		2014 £'000			2013 £'000
Non-current:
Secured term loan facility			168,408			199,889
Senior secured notes			152,711			171,497
Secured bank loan			5,684			6,088
​	​	​	​	​	​	​	​
			326,803			377,474
​	​	​	​	​	​	​	​
Current:
Secured term loan facility			9,107			5,125
Secured bank loan			403			381
Accrued interest on senior secured notes			5,495			6,253
​	​	​	​	​	​	​	​
			15,005			11,759
​	​	​	​	​	​	​	​
Total borrowings			341,808			389,233
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

        The secured term loan facility of £177,515,000 (2013: £205,014,000) is stated net of unamortized issue costs amounting to £2,521,000 (2013: £3,149,000). The outstanding principal amount of the loan is $307,807,500 (2013: $315,700,000).

        On 11 August 2014 the Group re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was increased by $7,892,500 to the original principal amount of $315,700,000.

        On 15 May 2015 the Group again re-negotiated the terms of the secured term loan facility. The outstanding principal amount of the loan was reduced by $90,700,000, the applicable interest rate margin was reduced, and the term of the facility was extended. All other terms of the loan remain unchanged.

        The secured term loan facility due 2025 of £140,182,000 (2014: £177,515,000) is stated net of unamortized issue costs amounting to £3,021,000 (2014: £2,521,000). The outstanding principal amount of the loan is $225,000,000 (2014: $307,807,500). The loan now attracts interest of US dollar LIBOR plus an applicable margin of between 1.25% and 1.75% per annum and interest is paid monthly. The remaining balance of the loan is now repayable on 26 June 2025, although the Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balance of the loan is now repayable on 8 August 2019. All other terms of the loan remain unchanged.time.

        The loan attracts interest of US dollar Libor plus an applicable margin of between 1.5% and 2.75% per annum and interest is paid quarterly.        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 each of the guarantors.those entities.

        The senior secured notes of £152,711,000 (2013: £171,497,000) is stated net of unamortized issue discount and unamortized debt finance costs amounting to £4,732,000 (2013: £5,992,000). The outstanding principal amount of the notes is $269,180,000 (2013: $269,180,000). The notes attract a fixed coupon rate of 8.375% per annum.

        The 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 20142015 the Group repurchased all the pounds sterling equivalent of £nil (2013: £254,500,000) of senior secured notes comprising $nil (2013: $123,820,000) ofoutstanding US dollar denominated senior secured notes and £nil (2013: £177,775,000) of pounds sterling senior secured notes.due 2017 amounting to $269,180,000 (2014: $nil). The consideration paid amounted to £nil (2013: £276,477,000)£173,189,000 (2014: £nil) including a premium on




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Notes to the consolidated financial statements (Continued)

23 Borrowings (Continued)

repurchase of £nil (2013: £21,977,000)£3,552,000 (2014: £nil). The premium on repurchase and consequent accelerated amortization of issue discount and debt finance costs are immediately recognized in the income statement—see note 7.9. Repurchased senior secured notes have been retired.

        The senior secured notes due 2017 of £nil (2014: £152,711,000) were stated net of unamortized issue discount and unamortized debt finance costs amounting to £nil (2014: £4,732,000). The outstanding principal amount of the notes is $nil (2014: $269,180,000). The notes had a fixed coupon rate of 8.375% per annum.

        On 26 June 2015 the Group repaid £750,000 of the secured bank loan due 2018. The secured bank loan of £6,087,000 (2013: £6,469,000)£4,937,000 (2014: £6,087,000) comprises a bank loan within Alderley Urban Investments Limited, a subsidiary of Manchester United Limited, that attracts interest of LiborLIBOR + 1% per annum. £1,888,000 (2013: £2,270,000)£1,293,000 (2014: £1,888,000) is repayable in quarterly instalments through to July 2018, with the remaining balance of £4,199,000 (2013:£3,644,000 (2014: £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.

        On 22 May 2015 Red Football Limited and certain of its subsidiaries entered into a new revolving facilities agreement to replace the former revolving facilities agreement. The Group also has undrawn committed borrowingnew facility provides an initial revolving facility of up to £125,000,000 plus (subject to certain conditions) the ability to incur a further £25,000,000 by way of incremental facilities. The new facility terminates on 26 June 2021 (although it may be possible for any incremental facilities to terminate after such date). Drawdowns would attract interest of £75,000,000 (2013: £75,000,000)LIBOR or EURIBOR plus an applicable margin of between 1.25% and 1.75% per annum (depending on the total net leverage ratio at that time). No drawdowns were made from these facilities during 20142015 or 2013.2014.




Table of Contents


Notes to the consolidated financial statements (Continued)

24 Borrowings (Continued)

        As of 30 June 2014,2015, the Group was in compliance with all covenants in relation to borrowings.

Analysis of changes in net debt

        Net debt is defined as non-current and current borrowings minus cash and cash equivalents. Net debt is a financial performance indicator that is used by the Group's management to monitor liquidity risk. The CompanyGroup believes that net debt is meaningful for investors as it provides a clear overview of the net indebtedness position of the CompanyGroup and is used by the Chief Operating Decision Maker in managing the business.

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

		At 1 July 2013 £'000			Cash flows £'000			Non-cash movements £'000			At 30 June 2014 £'000				At 1 July 2014 £'000			Cash flows £'000			Non-cash movements £'000			At 30 June 2015 £'000
Non-current borrowings			377,474			—			(50,671	)		326,803				326,803			48,433			35,246			410,482
Current borrowings			11,759			(23,759	)		27,005			15,005				15,005			(34,723	)		20,203			485
Less: cash and cash equivalents			(94,433	)		21,930			6,138			(66,365	)			(66,365	)		(86,251	)		(3,136	)		(155,752	)
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
			294,800			(1,829	)		(17,528	)		275,443
																275,443			(72,541	)		52,313			255,215
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​														​	​	​	​	​	​	​	​	​	​	​	​	​

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

		At 1 July 2013 £'000			Cash flows £'000			Non-cash movements £'000			At 30 June 2014 £'000
Non-current borrowings			377,474			—			(50,671	)		326,803
Current borrowings			11,759			(23,759	)		27,005			15,005
Less: cash and cash equivalents			(94,433	)		21,930			6,138			(66,365	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			294,800			(1,829	)		(17,528	)		275,443
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

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

		At 1 July 2012 £'000			Cash flows £'000			Non-cash movements £'000			At 30 June 2013 £'000
Non-current borrowings			421,247			(54,657	)		10,884			377,474
Current borrowings			15,628			(36,470	)		32,601			11,759
Less: cash and cash equivalents			(70,603	)		(24,445	)		615			(94,433	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			366,272			(115,572	)		44,100			294,800
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Non-cash movements largely comprise a net foreign exchange loss arising on translation of US dollar denominated secured term loan facility and senior secured notes and amortization of issue




Table of Contents


Notes to the consolidated financial statements (Continued)

23 Borrowings (Continued)

discount, debt finance and debt issue costs, offset by the movement on accrued interest on the senior secured notes.

24 Provisions

        The provision related entirely to an onerous property lease in the Republic of Ireland. The lease was surrendered during the year ended 30 June 2014 for a one-off payment by the Group of €1,250,000 (£1,040,000). The movement in the provision was as follows:

		2014 £'000			2013 £'000
Opening balance			1,460			1,806
Utilised			(1,329	)		(508	)
Unused amounts reversed			(103	)
Unwinding of discount			15			55
Movements on foreign exchange			(43	)		107
​	​	​	​	​	​	​	​
Closing balance			—			1,460
​	​	​	​	​	​	​	​
The balance comprises:
Non-current			—			988
Current			—			472
​	​	​	​	​	​	​	​
			—			1,460
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

25 Deferred tax

        Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after allowable offset) for financial reporting purposes:

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
US deferred tax assets:
—Deferred tax assets to be recovered after more than 12 months			(129,631	)		(127,517	)			(121,555	)		(129,631	)
—Deferred tax assets to be recovered within 12 months			—			(17,611	)			(12,085	)		—
​	​		​	​		​	​	​	​	​	​	​	​	​
			(129,631	)		(145,128	)
										(133,640	)		(129,631	)
​	​		​	​		​	​	​	​	​	​	​	​	​
UK deferred tax liabilities:
—Deferred tax liabilities to be recovered after more than 12 months			28,837			17,168				16,671			28,837
—Deferred tax liabilities to be recovered within 12 months			—			—				640			—
​	​		​	​		​	​	​	​	​	​	​	​	​
			28,837			17,168
										17,311			28,837
​	​		​	​		​	​	​	​	​	​	​	​	​
Net deferred tax asset			(100,794	)		(127,960	)			(116,329	)		(100,794	)
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​




Table of Contents


Notes to the consolidated financial statements (Continued)

25 Deferred tax (Continued)

        The movement in US deferred tax assets are as follows:

		Foreign tax credits £'000			Net operating losses £'000			Property, plant and equipment £'000			Intangible assets £'000			Other £'000			Total £'000
At 1 July 2012			—			—			—			—			—			—
(Credited)/expensed to income statement (note 9)			(17,370	)		(17,670	)		1,756			(93,713	)		(18,078	)		(145,075	)
Credited to other comprehensive income (note 9)			(53	)		—			—			—			—			(53	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2013			(17,423	)		(17,670	)		1,756			(93,713	)		(18,078	)		(145,128	)
(Credited)/expensed to income statement (note 9)			(7,502	)		3,009			2,297			11,933			(75	)		9,662
(Credited)/expensed to other comprehensive income (note 9)			(8,137	)		(35	)		—			—			14,007			5,835
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			(33,062	)		(14,696	)		4,053			(81,780	)		(4,146	)		(129,631	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

		Foreign tax credits £'000			Net operating losses £'000			Property, plant and equipment £'000			Intangible assets £'000			Other £'000			Total £'000
At 1 July 2013			(17,423	)		(17,670	)		1,756			(93,713	)		(18,078	)		(145,128	)
(Credited)/expensed to income statement (note 10)			(7,502	)		3,009			2,297			11,933			(75	)		9,662
(Credited)/expensed to other comprehensive income (note 10)			(8,137	)		(35	)		—			—			14,007			5,835
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			(33,062	)		(14,696	)		4,053			(81,780	)		(4,146	)		(129,631	)
Expensed/(credited) to income statement (note 10)			3,896			(20,421	)		231			12,425			4,695			826
Expensed/(credited) to other comprehensive income (note 10)			6,574			—			—			—			(11,409	)		(4,835	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015			(22,592	)		(35,117	)		4,284			(69,355	)		(10,860	)		(133,640	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        Deferred tax assets are recognisedrecognized 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 2014,2015, 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 recognized. US net operating losses can be carried forward up to fifteentwenty years and will fully expire by 2028 if they are not utilized beforehand. US foreign tax credits can be carried forward up to ten years from the date when they crystallise and offset against future US taxable profits.

        The £145,075,000 tax credit in 2013 related 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 comprised three elements, as follows:

•

As a result of the reorganization transactions related to the IPO, the Company inherited the £96,114,000 carried forward US tax bases of Red Football Limited Partnership, which the Group will benefit from by way of future US tax deductions.



•

Furthermore, the reorganization transactions resulted in additional US tax bases or 'step-up' that was expected to result in the availability of further US tax deductions. The resulting increase in tax bases was estimated to be approximately $350 million (£225 million) gross, although not all of this was expected to result in increased tax deductions. At the time of preparing the 2013 financial statements, the deductible element of the 'step-up' had not been finalized and consequently the £31,945,000 recognized as a deferred tax asset with respect to the 'step-up' reflected management's best estimate of the portion that it was probable would be realized. A charge in respect of previous years was recognized in 2014, representing a refinement in tax estimates in relation to the above mentioned US tax bases.



•

In addition, the Group is expected to utilize future UK taxes paid as foreign tax credits in the US, and as such can 'mirror' the existing UK net deferred tax liability as a deferred tax asset in the US. As the UK deferred tax liability unwinds, there will be UK taxable income which will




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Notes to the consolidated financial statements (Continued)

25 Deferred tax (Continued)

result in a US foreign tax credit. The benefit of the additional expected foreign tax credits resulted in a deferred tax asset of £25,258,000.

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

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

		Accelerated tax depreciation £'000			Rolled over gain on player disposal £'000			Non qualifying property £'000			Property fair value adjustment £'000			Net operating losses £'000			Other (including other fair value adjustments) £'000			Total £'000
At 1 July 2012			768			4,182			17,857			21,163			(17,160	)		(132	)		26,678
Expensed/(credited) to income statement (note 9)			176			589			(996	)		(1,215	)		(6,895	)		(1,011	)		(9,352	)
Credited to other comprehensive income (note 9)			—			—			—			—			—			(158	)		(158	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2013			944			4,771			16,861			19,948			(24,055	)		(1,301	)		17,168
(Credited)/expensed to income statement (note 9)			(591	)		(443	)		(2,418	)		(2,892	)		11,641			87			5,384
Expensed/(credited) to other comprehensive income (note 9)			—			—			—			—			6,358			(73	)		6,285
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			353			4,328			14,443			17,056			(6,056	)		(1,287	)		28,837
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

		Accelerated tax depreciation £'000			Rolled over gain on player disposal £'000			Non qualifying property £'000			Property fair value adjustment £'000			Net operating losses £'000			Other (including other fair value adjustments) £'000			Total £'000
At 1 July 2013			944			4,771			16,861			19,948			(24,055	)		(1,301	)		17,168
(Credited)/expensed to income statement (note 10)			(591	)		(443	)		(2,418	)		(2,892	)		11,641			87			5,384
Expensed/(credited) to other comprehensive income (note 10)			—			—			—			—			6,358			(73	)		6,285
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			353			4,328			14,443			17,056			(6,056	)		(1,287	)		28,837
(Credited)/expensed to income statement (note 10)			(1,334	)		(1,396	)		(219	)		(290	)		173			(1,886	)		(4,952	)
Expensed/(credited) to other comprehensive income (note 10)			—			—			—			—			—			(6,574	)		(6,574	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015			(981	)		2,932			14,224			16,766			(5,883	)		(9,747	)		17,311
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        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 20142015 the Group had no accessible unrecognized UK tax losses (2013:(2014: £nil).

26 Cash generated from operations

		Note		2015 £'000			2014 £'000			2013 £'000
(Loss)/profit on ordinary activities before tax					(3,567	)		40,503			(8,793	)
Depreciation		13, 14			10,324			8,665			7,769
Impairment		6			—			293			—
Amortization		16			99,687			55,290			41,714
Profit on disposal of players' registrations					(23,649	)		(6,991	)		(9,162	)
Net finance costs					35,215			27,412			70,807
Loss/(profit) on disposal of property, plant and equipment					5			24			(7	)
Equity-settled share-based payments		22			1,352			1,138			832
Foreign exchange (gains)/losses on operating activities					(584	)		925			—
Fair value losses on derivative financial instruments					5,498			59			91
Reclassified from hedging reserve					(4,713	)		(1,035	)		—
Decrease/(increase) in trade and other receivables					58,503			(59,866	)		8,728
Increase in trade and other payables and deferred revenue					16,950			36,762			18,352
Decrease in provisions					—			(1,475	)		(401	)
​	​	​	​	​	​	​	​	​	​	​	​	​
Cash generated from operations					195,021			101,704			129,930
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​




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Notes to the consolidated financial statements (Continued)

26 Cash generated from operations

		Note		2014 £'000			2013 £'000			2012 £'000
Profit/(loss) on ordinary activities before tax					40,503			(8,793	)		(4,664	)
Depreciation charges		12, 13			8,665			7,769			7,478
Impairment charges		6			293			—			—
Amortization of players' registrations		15			55,290			41,714			38,262
Profit on disposal of players' registrations					(6,991	)		(9,162	)		(9,691	)
Net finance costs					27,412			70,807			49,536
Loss/(profit) on disposal of property, plant and equipment					24			(7	)		—
Equity-settled share-based payments		21			1,138			832			—
Foreign exchange losses on operating activities					925			—			—
Fair value losses/(gains) on derivative financial instruments					59			91			(91	)
Reclassified from hedging reserve					(1,035	)		—			—
(Increase)/decrease in trade and other receivables					(59,866	)		8,728			(9,414	)
Increase in trade and other payables and deferred revenue					36,762			18,352			9,625
Decrease in provisions					(1,475	)		(401	)		(739	)
​	​	​	​	​	​	​	​	​	​	​	​	​
Cash generated from operations					101,704			129,930			80,302
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​

27 Transactions with non-controlling interest

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

		2014 £'000			2013 £'000
Carrying amount of non-controlling interest acquired			—			(1,834	)
Consideration paid to non-controlling interest			—			(2,664	)
​	​	​	​	​	​	​	​
Excess recognized in equity attributable to owners of the parent			—			(4,498	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

        There were no transactions with non-controlling interests in 2014.

28 Contingencies

        At 30 June 2014,2015, 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 30.2.29.2.

2928 Operating lease arrangements

29.128.1 The group as lessee

        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




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Notes to the consolidated financial statements (Continued)

29 Operating lease arrangements (Continued)

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:

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
No later than 1 year			1,736			2,770				2,258			1,736
Later than 1 year and no later than 5 years			1,799			3,167				1,864			1,799
Later than 5 years			4,190			4,274				4,109			4,190
​	​		​	​		​	​	​	​	​	​	​	​	​
			7,725			10,211
										8,231			7,725
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​

29.228.2 The group as lessor

        The Group leases out its investment properties. The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

		2014 £'000			2013 £'000				2015 £'000			2014 £'000
No later than 1 year			1,203			1,301				1,263			1,203
Later than 1 year and no later than 5 years			3,187			3,484				3,346			3,187
Later than 5 years			12,757			12,427				10,312			12,757
​	​		​	​		​	​	​	​	​	​	​	​	​
			17,147			17,212
										14,921			17,147
​	​		​	​		​	​	​	​	​	​	​	​	​
​
​								​	​	​	​	​	​	​

3029 Capital commitments and contingent transfer fees

30.129.1 Capital commitments

        As of 30 June 2014,2015, the Group had capital commitments relating to property, plant and equipment amounting to £2.9£0.2 million (2013: £7.9(2014: £2.9 million).

30.229.2 Contingent transfer fees

        Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts, in excess of the amounts included in the cost of players' registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognisedrecognized within the cost of players' registrations when the Company considers that it is probable that the condition related to the payment will be achieved. For MUFC appearances, the Company estimates the probability of the player achieving the contracted number of appearances. The conditions relating to the signing of a new contract and international appearances are only considered to be probable once they have been achieved. The maximum additional amounts that could be payable is £20,812,000 (2013: £20,649,000)£26,271,000 (2014: £20,812,000). No material adjustment was required to the amounts included in the cost of players' registrations during the year (2013(2014 and 2012:2013: no material adjustments) and consequently there was no material impact on the amortization of players' registration charges in the income statement (2013 and 2012: no material impact).




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Notes to the consolidated financial statements (Continued)

3029 Capital commitments and contingent transfer fees (Continued)

adjustments) and consequently there was no material impact on the amortization of players' registration charges in the income statement (2014 and 2013: no material impact).

        As of 30 June 2015 the potential amount payable by type of condition and category of player was:

		First team squad £'000			Other £'000			Total £'000
Type of condition:
MUFC appearances/team success/new contract			19,526			3,410			22,936
International appearances			3,200			135			3,335
​	​	​	​	​	​	​	​	​	​	​
			22,726			3,545			26,271
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        As of 30 June 2014 the potential amount payable by type of condition and category of player was:

		First team squad £'000			Other £'000			Total £'000				First team squad £'000			Other £'000			Total £'000
Type of condition:
MUFC appearances/new contract			12,601			3,351			15,952
MUFC appearances/team success/new contract													12,601			3,351			15,952
International appearances			4,700			160			4,860				4,700			160			4,860
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
			17,301			3,511			20,812
													17,301			3,511			20,812
​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​
​
​											​	​	​	​	​	​	​	​	​	​

        Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to the Group if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Group when probable and recognized when virtually certain. As of 30 June 20132015, the potential amount payable by type of condition and category of player was:such receipt considered to be probable was £2.2 million (2014: £nil).

		First team squad £'000			Other £'000			Total £'000
Type of condition:
MUFC appearances/new contract			12,386			4,403			16,789
International appearances			3,700			160			3,860
​	​	​	​	​	​	​	​	​	​	​
			16,086			4,563			20,649
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

3130 Pension arrangements

31.130.1 Defined benefit scheme

        Certain employees ofThe Group participates in the Group are members of The Football League Limited Pension and Life Assurance Scheme ("the Scheme"('the Scheme'). Accrual of benefits onThe Scheme is a final salary basis was suspendedfunded multi-employer defined benefit scheme, with effect from 31 August 1999 following an actuarial review which revealed a substantial deficit.

        As one of 92 participating employers, theand where members may have periods of service attributable to several 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 forThe Group is advised only of the additional contributions that the Group has been requestedit is required to pay to help fundmake good the deficit as it is principally attributable to employees who have left the Group or retired.deficit. These contributions could increase in the future if one or more of the participating employers exits the Scheme.

        Based on the latestThe last triennial actuarial valuation as of 31 August 2011, the Group has been advised that the overall deficit of the Scheme has increasedwas carried out at 31 August 2014 where the total deficit on the ongoing valuation basis was £21.8 million. The accrual of benefits ceased within the Scheme on 31 August 1999, therefore there are no contributions relating to £25,700,000.current accrual. The Group pays monthly contributions based on a notional split of the total expenses and deficit contributions of the Scheme.




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Notes to the consolidated financial statements (Continued)

30 Pension arrangements (Continued)

        A charge of £nil£1,247,000 (2014: £nil; 2013: £nil) has been made to the income statement during the year, (2013: £nil; 2012: £1,792,000) beingrepresenting the present value of the additional contributions the Group is expected to pay to make goodremedy the increasedrevised deficit of the Scheme.

        The Group has agreed to makecurrently pays total contributions of £3,839,000 over a period of ten years from September 2012. The discounted liability as£437,000 per annum and, based on the actuarial valuation assumptions, will be sufficient to pay off the deficit by 28 February 2020.

        As of 30 June 20142015, the present value of the Group's outstanding contributions (i.e. its future liability) is £1,980,000. This amounts to £352,000 (2013: £229,000)£414,000 (2014: £352,000) due within one year and £745,000 (2013: £2,191,000)£1,566,000 (2014: £745,000) due after more than one year and is included within other payables. The Group has not yet received the results of the next triennial actuarial valuation which is due be compiled as of 31August 2014.

        The funding objective of the Trustees of the Scheme is to have sufficient assets to meet the Technical Provisions of the Scheme. In order to remove the deficit revealed at the previous actuarial




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Notes to the consolidated financial statements (Continued)

31 Pension arrangements (Continued)

valuation (dated 31 August 2011)2014), deficit contributions are payable by all participating clubs. Payments are made in accordance with a pension contribution schedule. As the Scheme is closed to accrual, there are no additional costs associated with the accruing of membersmembers' future benefits. In the case of a club being relegated from the Football League and being unable to settle its debt then the remaining clubs may, in exceptional circumstances, have to share the deficit.

        Upon the wind-up of the Scheme with a surplus, any surplus will be used to augment benefits. Under the more likely scenario of there being a deficit, this will be split amongst the clubs in line with their contribution schedule. Should an individual club choose to leave the Scheme, they would be required to pay their share of the deficit based on a proxy buyout basis (i.e. valuing the benefits on a basis consistent with buying out the benefits with an insurance company).

31.230.2 Defined contribution schemes

        Contributions made to defined contribution pension arrangements are charged to the income statement in the period in which they become payable and for the year ended 30 June 20142015 amounted to £2,382,000£2,464,000 (2013: £1,798,000; 2012: £1,422,000)£2,382,000; 2013: £1,798,000). As at 30 June 2014,2015, contributions of £273,000 (2013: £238,000)£283,000 (2014: £273,000) 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.

3231 Financial risk management

32.131.1 Financial risk factors

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

        The policy for each of the above risks is described in more detail below.




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Notes to the consolidated financial statements (Continued)

31 Financial risk management (Continued)

a)    Market risk

Currency risk

        The Group is exposed to the following currency risks:

•

Significant revenue received in Euros primarily as a result of participation in European cup competitions. During the year ended 30 June 20142015 the Group received a total of €47.2€6.2 million of revenue denominated in Euros (2013:(2014: €47.2 million; 2013: €40.7 million; 2012: €40.2 million). The Group seeks to hedge the majority of the currency risk of this revenue by placing forward contracts at the point at which it becomes reasonably certain that it will receive the revenue.




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Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

•

Significant amount of sponsorshipcommercial revenue denominated in US dollars. During the year ended 30 June 20142015 the Group receivedrecognized a total of $137.7$189.2 million of revenue denominated in US dollars (2013:(2014: $137.7 million; 2013: $91.0 million; 2012: $58.0 million). On 1 July 2013 theThe Group began hedginghedges the foreign exchange risk on a portion of contracted future US dollar revenues whenever possible using the Group's US dollar net borrowings as the hedging instrument. From 1 November 2013, the hedging instrument was revised to also take into account a portion of the Group's US dollar cash balances. The hedge is designated as a cash flow hedge. The foreign exchange gains or losses arising on re-translation of the Group's US dollar net borrowings and a portion ofused in the Group's US dollar cash balanceshedge are now initially recognized in other comprehensive income, rather than being recognized in the income statement immediately. Amounts previously recognized in other comprehensive income and accumulated in a hedging reserve are subsequently reclassified into the income statement in the same accounting period, and within the same income statement line (i.e. Commercial revenue), as the underlying future US dollar revenues. The foreign exchange gains or losses arising on re-translation of the Group's unhedged US dollar borrowings are recognized in the income statement immediately. The currency retranslation for the year ended 30 June 20142015 resulted in a creditdebit to the hedging reserve of £41,056,000 (2013: £nil; 2012:£27,925,000 (2014: credit of £41,056,000; 2013: £nil). The amount reclassified as a credit into the income statement in the same period was £1,035,000 (2013: £nil; 2012:£4,713,000 (2014: £1,035,000; 2013: £nil) and consequently the related balance in the hedging reserve as at 30 June 20142015 was a credit of £40,021,000 (2013: £nil; 2012:£7,383,000 (2014: credit of £40,021,000; 2013: £nil). These amounts are stated gross, before deducting related tax. Based on exchange rates existing as of 30 June 2014,2015, a 10% appreciation of the UK pounds sterling compared to the US dollar would have resulted in a credit to the hedging reserve of approximately £12,803,000.£27,217,000. Conversely, a 10% depreciation of the UK pounds sterling compared to the US dollar would have resulted in a creditdebit to the hedging reserve of approximately £73,287,000.£33,266,000.



•

Risks arising from the US dollar denominated secured term loan facility and senior secured notes (see note 23)24). At 30 June 20142015 the secured term loan facility and senior secured notes included principal amounts of $576,987,500 (2013: $584,880,000)$650,000,000 (2014: $576,987,500) denominated in US dollars. From 1 July 2013 theThe currency risk on these US dollar borrowings (net of a portion of the Group's US Dollardollar cash balances) is now hedged to the extent possible (see above). The currency retranslation of US dollar borrowings for the year ended 30 June 2013 resulted in a charge to the income statement of £2,501,000 (2012: charge of £5,191,000)—see note 7. Interest is paid on these borrowings in US dollars.



•

PaymentPayments and receipts of transfer fees may also give rise to foreign currency exposures. Due to the nature of player transfers the Group may not always be able to predict such cash flows until the transfer has taken place. Where possible and depending on the payment profile of transfer fees payable and receivable the Group will seek to hedge future payments and receipts at the point it becomes reasonably certain that the payments will be made or the income will be received. When hedging income to be received, the Group also takes account of the credit risk of the counterparty.



•

Risks arising from US dollar denominated deferred tax assets in respect of net operating losses. At 30 June 2014 the carrying value of these assets was $25,126,000.




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Notes to the consolidated financial statements (Continued)

3231 Financial risk management (Continued)

•

Risks arising from US dollar denominated deferred tax assets in respect of net operating losses. At 30 June 2015 the carrying value of these assets was $55,629,000.

        It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and receipts. The following table details the forward foreign currency contracts outstanding at the reportingbalance sheet date:

		2014												2013													2015												2014
		Average exchange rate			Foreign currency €'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			Average exchange rate			Foreign currency €'000			Notional value £'000			Fair value £'000
Sell Euro			—			—			—			—			1.1565			32,171			27,818			231
Buy Euro			1.1817			(2,083	)		(1,763	)		(59	)		—			—			—			—				1.2676			(73,375	)		(57,887	)		(5,557	)		1.1817			(2,083	)		(1,763	)		(59	)
​			​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​
									(1,763	)		(59	)								27,818			231
​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​																										​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

        As at 30 June 2014, 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 £nil.

        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. The future income was received in the financial year ended 30 June 2014 and consequently the amount deferred in equity was reclassified to the revenue line within the income statement.

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

		2014						2013							2015						2014
		Euro €'000			US Dollar         At 30 June 2014:2015: • if 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 £1.3 million higher (2014: not materially different (2013: £0.1 million higher)different). • if 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 £1.6 million lower (2014: not materially different (2013: £0.1 million lower)different). • if pounds sterling had strengthened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £12.0£7.4 million higher (2013: £28.9(2014: £12.0 million higher). • if pounds sterling had weakened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £14.6£9.0 million lower (2013: £24.8(2014: £14.6 million lower). Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued)         The Group also has a number of embedded foreign exchange derivatives in host Commercial revenue contracts. These are recognized separately recognised in the financial statements at fair value since they are not closely related to the host contract. As of 30 June 20142015 the fair value of such derivatives was a net liability of £1,320,000 (2013: £nil)£40,000 (2014: net liability of £1,320,000). 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) 31 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 US dollar and pounds sterling and US dollar.sterling. Full details of the Group's borrowings and associated interest rates can be found in note 23.24.         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. Consequently, the impact on equity and post-tax profit of a 1.0% shift in interest rates would not be material to any periods presented.         The Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the reportingbalance sheet date: 2014 2013 Principal value of loan outstanding '000 Rate received Rate paid Expiry date Principal value of loan outstanding '000 Rate received Rate paid Expiry date *£6,087 - £4,199 3 month Libor Fixed 6.1% 9 July 2018 *6,469 - 4,199 3 month Libor Fixed 6.1% 9 July 2018 *$307,808 - $244,667 3 month $ Libor Fixed 1.308% 21 June 2018 — — — — * The principal value of the interest rate swaps reduce due to anticipated loan repayments.                 2014 2015   Principal value of loan outstanding '000             Principal value of loan outstanding '000   Rate received   Rate paid   Expiry date   Rate received   Rate paid   Expiry date —   —   —   —     £6,087   3 month LIBOR   Fixed 6.1%   9 July 2018 $225,000   1 month $ LIBOR   Fixed 2.032%   30 June 2024   $ 307,808   3 month $ LIBOR   Fixed 1.308%   21 June 2018         As of 30 June 20142015 the fair value of these interest rate swaps was a liability of £1,098,000 (2013: £1,337,000)£111,000 (2014: liability of £1,098,000). b)    Credit risk         Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £182,065,000 (2013: £152,614,000)£233,104,000 (2014: £182,065,000). Management does not expect any material losses from non-performance by these counterparties.         A substantial majority of the Group's Broadcasting revenue is derived from media contracts negotiated by the Premier League and UEFA with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it remains the Group's single largest credit exposure. The Group derives Commercialcommercial and sponsorship revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of which the Group may manage its credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) majority of this revenue is derived from a limited number of sources. The Group is also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to the Group in installments. The Group tries to manage its credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, the Group cannot ensure these efforts will eliminate its credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of the Group's sponsors or a club to whom the Group has sold a player can increase the risk that such counterparty is unable or Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) unwilling to pay amounts owed to 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 £84,238,000 (2013: £33,475,000)£47,849,000 (2014: £84,238,000), £2,777,000 (2013: £7,913,000)£20,693,000 (2014: £2,777,000) relates to amounts receivable from various other football clubs in relation to player trading and £78,924,000 (2013: £17,259,000) relates to Commercial sponsorship.trading.         As atof 30 June 2014,2015, trade receivables of £65,960,000 (2013: £27,135,000)£36,515,000 (2014: £65,960,000) 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 atof 30 June 2014,2015, trade receivables of £18,278,000 (2013: £6,340,000)£15,231,000 (2014: £18,278,000) 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:   2014 £'000   2013 £'000     2015 £'000   2014 £'000   Up to 3 months past due   16,329   5,609     9,619   16,329   Over 3 months past due   1,949   731     5,612   1,949             ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   18,278   6,340               15,231   18,278   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​           ​ ​ ​ ​ ​ ​ ​ ​         As atof 30 June 2014,2015, trade receivables of £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000) were impaired and provided for. The amount of the provision as at 30 June 20142015 was £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000). The individually impaired receivables largely relate to a transfer fee receivable of £2,147,000 (2013:£1,773,000 (2014: £2,147,000) due from one football club who have entered administration.club. The ageing of these receivables, based on due date, is as follows:   2014 £'000   2013 £'000     2015 £'000   2014 £'000   Up to 3 months   156   1,053     104   156   Over 3 months   4,603   5,002     3,793   4,603             ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   4,759   6,055               3,897   4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​           ​ ​ ​ ​ ​ ​ ​ ​         Movements on the provision for impairment of trade receivables are as follows:     2015 £'000   2014 £'000   Brought forward     4,759     6,055   Provision for receivables impairment     593     985   Receivables written off during the year as uncollectible     (16 )   (1,178 ) Unused amounts reversed     (1,439 )   (1,103 ) ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued)         Movements on the provision for impairment of trade receivables are as follows:     2014 £'000   2013 £'000   Brought forward     6,055     2,586   Provision for receivables impairment     985     3,470   Receivables written off during the year as uncollectible     (1,178 )   (1 ) Unused amounts reversed     (1,103 )   —               ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​             c)b)    Liquidity risk         The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loan facilitys,facilities, 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 Directorsdirectors 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 23.24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.         Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date,As of 30 June 2015, the Group held cash and cash equivalents of £66,365,000 (2013: £94,433,000)£155,752,000 (2014: £66,365,000).         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 reportingbalance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued) undiscounted cash flows including interest and therefore differs from the carrying amounts in the consolidated balance sheet.   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)   93,837   21,918   21,702   —     118,898   43,104   6,753   —   Borrowings   29,363   29,387   350,863   —     16,418   16,442   51,637   512,682                     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   123,200   51,305   372,565   —     135,316   59,546   58,390   512,682   Non-trading(2) and net settled derivative financial instruments:                                     cash outflow   3,566   3,369   5,527   —     3,321   3,318   9,904   16,483   cash inflow   —   —   —   —                     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014   126,766   54,674   378,092   —                     At 30 June 2015   138,637   62,864   68,294   529,165   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade and other payables excluding social security and other taxes(1)   63,565   11,199   7,576   1,287     93,837   21,918   21,702   —   Borrowings   27,833   33,060   423,074   4,321     29,363   29,387   350,863   —                     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   91,398   44,259   430,650   5,608     123,200   51,305   372,565   —   Non-trading(2) and net settled derivative financial instruments:                                     cash outflow   383   332   852   60     3,566   3,369   5,527   —   cash inflow   (260 )   —   —   —                     ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2013   91,521   44,591   431,502   5,668                     At 30 June 2014   126,766   54,674   378,092   —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 reportingbalance sheet date. 32.231.2 Capital risk management         The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. Capital is calculated as "equity attributable to owners of the parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note 23.24. 32.331.3 Fair value estimation         The following table presents the financial instruments carried at fair value. The different levels used in measuring fair value have been defined as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) • 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); Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) • Level 3—inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).   2014 £'000   2013 £'000     2015 £'000   2014 £'000   Assets                     Derivative financial assets designated as cash flow hedges (note 17):           Forward foreign exchange contracts   —   260   Derivative financial assets at fair value through profit or loss (note 18):           Embedded foreign exchange derivatives   27   —   Liabilities                     Derivative financial liabilities designated as cash flow hedges (note 17):           Derivative financial liabilities designated as cash flow hedges (note 18):           Interest rate swaps   (148 )   —     (111 )   (148 ) Forward foreign exchange contracts   —   (29 ) Derivative financial liabilities at fair value through profit or loss (note 17):           Derivative financial liabilities at fair value through profit or loss (note 18):           Embedded foreign exchange derivatives   (1,320 )   —     (67 )   (1,320 ) Interest rate swaps   (950 )   (1,337 )   —   (950 ) Forward foreign exchange contracts   (59 )   —     (5,557 )   (59 )           ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   (2,477 )   (1,106 )             (5,708 )   (2,477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​           ​ ​ ​ ​ ​ ​ ​ ​         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 financial instruments detailed above are categorised as Level 2. Specific valuation techniques used include: • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the reportingbalance sheet date, with the resulting value discounted back to present value; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; • The fair value of embedded foreign exchange derivatives is determined as the change in the fair value of the embedded derivative at the contract inception date and the fair value of the embedded derivative at the reportingbalance sheet date; the fair value of the embedded derivative is determined using forward exchange rates with the resulting value discounted to present value. 3332 Related party transactions         As described in note 1.1, theThe immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family held an interest in the Group's US dollar denominated senior secured notes due 2017. The principal amount of the Group's senior secured notes due 2017 held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2015 was $nil (2014: $7.3 million). The US dollar denominated notes Table of Contents Notes to the consolidated financial statements (Continued) 3332 Related party transactions (Continued)         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2014 was $7.3 million (2013: $7.3 million). The US dollar denominated notes attracthad a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to £372,000 (2013: £449,000; 2012: £558,000)£302,000 (2014: £372,000; 2013: £449,000) of which £146,000 (2013: £158,000; 2012: £233,000)£nil (2014: £146,000; 2013: £158,000) was accrued at the year end. 3433 Subsidiaries         The following companies are the principal subsidiary undertakings of the Company as of 30 June 2013:2015: 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   Holding company   GBP 150,000,001   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   Commercial company   GBP 26,519,248   100% Ordinary Manchester United Football ClubAlderley Urban Investments Limited   Professional football clubProperty investment   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 10,0002   100% Ordinary Manchester United Commercial Enterprises (Ireland) Limited   Property investment   EUR 13   100% Ordinary Alderley Urban InvestmentsManchester United Football Club Limited   Property investmentProfessional football club   GBP 21,008,546 100% Ordinary Manchester United Interactive Limited Media company GBP 10,000 100% Ordinary MU Commercial Holdings Limited Holding company GBP 100 100% Ordinary MU Commercial Holdings Junior Limited Holding company GBP 100 100% Ordinary MU Finance plc Debt-holding company GBP 15,000,000 100% Ordinary MU RAML Limited Retail and licensing company GBP 100   100% Ordinary MUTV Limited   Subscription TV channel   GBP 2,400   100% Ordinary         All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland. The registered office or principal executive office of all the above, with the exception of Manchester United Commercial Enterprises (Ireland) Limited, is Sir Matt Busby Way, Old Trafford, Manchester, M16 0RA, United Kingdom. The registered office of Manchester United Commercial Enterprises (Ireland) Limited is 4th Floor, 8-34 Percy Place, Ballsbridge, Dublin 4, Republic of Ireland. Table of Contents 35 Notes to the consolidated financial statements (Continued) 34 Events after the reportingbalance sheet date 35.134.1 Playing registrations         The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2014,2015, for total proceeds, net of associated costs, of £25,839,000.£53,363,000. The associated net book value was £7,911,000.£58,546,000.         Subsequent to 30 June 20142015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £118,597,000.£107,856,000. 34.2 Dividends         On 17 September 2015 our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. 35 Additional information—Financial Statement Schedule I         Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission ("SEC") Regulation S-X Rule 12-04(a), which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented, as the restricted net assets of Manchester United plc's consolidated subsidiaries as of 30 June 2015 exceeded the 25% threshold.         As of 30 June 2015, the Group had total borrowings of £411.0 million. The Group's new revolving credit facility, the secured term loan facility and the note purchase agreement governing the 2027 Notes, contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited and its restricted subsidiaries, provided there is no event of default and Red Football Limited is able to meet the principal and interest payments on its debt under a fixed charge coverage test. As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.         Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.         The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.         As of 30 June 2015, 2014 and 2013 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.         During the years ended 30 June 2015, 2014 and 2013, £nil cash dividends were declared and paid by the Company. Table of Contents Notes to the consolidated financial statements (Continued) 35 Events after the reporting dateAdditional information—Financial Statement Schedule I (Continued) 35.2 Secondary offeringCondensed income statement of the Company     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Revenue     —     —     —   Operating expenses     (144 )   (682 )   (85 ) Exceptional items(1)     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss)/profit     (1,233 )   (682 )   246,099   Finance costs     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Tax expense     —     —     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit for the year     (1,233 )   (697 )   245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Exceptional items comprise:     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Professional adviser fees relating to public offer of shares     (1,089 )   —     (3,816 ) Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited, both of which are subsidiary undertakings of the Company     —     —     250,000   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         There were no items of other comprehensive loss or income in the years ended 30 June 2015, 2014 or 2013 and therefore no statement of comprehensive income has been presented. Table of Contents         On 5 August 2014 we announced the pricing of a public offering of 12,000,000 of our Class A Ordinary Shares by our controlling shareholder, Red Football LLC, at a price Notes to the public of $17.00 per share. We did not receive any proceeds from the sale of these shares.consolidated financial statements (Continued) 35.3 Borrowings—secured term loan facility35 Additional information—Financial Statement Schedule I (Continued)         On 11 August 2014 the Group re-negotiated the termsCondensed balance sheet of the secured term loan facility. The outstanding principal amountCompany     As of 30 June       2015 £'000   2014 £'000   ASSETS               Non-current assets               Investment in subsidiaries     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​ Current assets               Cash and cash equivalents     224     206   ​ ​ ​ ​ ​ ​ ​ ​     224     206   ​ ​ ​ ​ ​ ​ ​ ​ Total assets     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EQUITY AND LIABILITIES               Equity               Share capital     52     52   Share premium     68,822     68,822   Retained earnings     246,429     246,310   ​ ​ ​ ​ ​ ​ ​ ​     315,303     315,184   ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities               Other payables     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​ Total equity and liabilities     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of changes in equity of the loan was increased by $7,892,500Company     Share capital £'000   Share premium £'000   Retained earnings £'000   Total equity £'000   Balance at 1 July 2012     50     25     —     75   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Profit for the year     —     —     245,037     245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income for the year     —     —     245,037     245,037   Equity-settled share based payments     —     —     832     832   Proceeds from issue of shares     2     70,256     —     70,258   Expenses directly attributable to issue of shares     —     (1,459 )   —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2013     52     68,822     245,869     314,743   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (697 )   (697 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (697 )   (697 ) Equity-settled share based payments     —     —     1,138     1,138   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2014     52     68,822     246,310     315,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (1,233 )   (1,233 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (1,233 )   (1,233 ) Equity-settled share based payments     —     —     1,352     1,352   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2015     52     68,822     246,429     315,303   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the original principal amountconsolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of $315,700,000. The Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balancecash flows of the loan is now repayable on 8 August 2019. All other terms ofCompany     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Cash flows from operating activities                     (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Net finance costs     —     15     1,062   Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Decrease in other receivables     —     —     75   Increase in other payables     1,251     671     5,586   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash generated from/(used in) operations     18     (11 )   1,760   Interest paid     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) operating activities     18     (26 )   698   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities                     Capital contribution into subsidiary     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities                     Proceeds from issue of shares     —     —     70,258   Expenses directly attributable to issue of shares     —     —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) financing activities     —     —     68,799   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase/(decrease) in cash and cash equivalents     18     (26 )   232   Cash and cash equivalents at beginning of year     206     232     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of year     224     206     232   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         The following reconciliations are provided as additional information to satisfy the loan remain unchanged. 35.4 Agreement with adidas         In July 2014 the Group announced a 10-year agreement with adidas with respect to global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or Champions League, or decrease if the first team fails to participate in the Champions LeagueSchedule I SEC requirements for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.parent-only financial information     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   IFRS (loss)/profit reconciliation:                     Parent only—IFRS (loss)/profit for the year     (1,233 )   (697 )   245,037   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     338     24,532     151,382   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated IFRS (loss)/profit for the year     (895 )   23,835     146,419   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ IFRS equity reconciliation:                     Parent only—IFRS equity     315,303     315,184     314,743   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     162,615     183,466     383,217   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated—IFRS equity     477,918     498,650     447,960   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents SIGNATURES         The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.     Manchester United plc (Registrant) Date: 2715 October 20142015   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 (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 29 January 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 29 January 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 19 May 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 (included as Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 24 October 2013). 4.44.2   Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).   4.3 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.4 Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.5 Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.6 Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.7 Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.8 Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.9   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).   4.64.10   Premier League Handbook, Season 2014/15. 4.7 Premier League Handbook, Season 2013/1415 (included as Exhibit 4.54.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 2427 October 2013)2014). 4.11 Premier League Handbook, Season 2015/16.   8.1   List of significant subsidiaries (included in note 3433 to our audited consolidated financial statements included in this Annual Report).   12.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. Table of Contents 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. 000			Euro €'000			US Dollar         At 30 June 2014:2015: • if 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 £1.3 million higher (2014: not materially different (2013: £0.1 million higher)different). • if 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 £1.6 million lower (2014: not materially different (2013: £0.1 million lower)different). • if pounds sterling had strengthened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £12.0£7.4 million higher (2013: £28.9(2014: £12.0 million higher). • if pounds sterling had weakened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £14.6£9.0 million lower (2013: £24.8(2014: £14.6 million lower). Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued)         The Group also has a number of embedded foreign exchange derivatives in host Commercial revenue contracts. These are recognized separately recognised in the financial statements at fair value since they are not closely related to the host contract. As of 30 June 20142015 the fair value of such derivatives was a net liability of £1,320,000 (2013: £nil)£40,000 (2014: net liability of £1,320,000). 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) 31 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 US dollar and pounds sterling and US dollar.sterling. Full details of the Group's borrowings and associated interest rates can be found in note 23.24.         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. Consequently, the impact on equity and post-tax profit of a 1.0% shift in interest rates would not be material to any periods presented.         The Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the reportingbalance sheet date: 2014 2013 Principal value of loan outstanding '000 Rate received Rate paid Expiry date Principal value of loan outstanding '000 Rate received Rate paid Expiry date *£6,087 - £4,199 3 month Libor Fixed 6.1% 9 July 2018 *6,469 - 4,199 3 month Libor Fixed 6.1% 9 July 2018 *$307,808 - $244,667 3 month $ Libor Fixed 1.308% 21 June 2018 — — — — * The principal value of the interest rate swaps reduce due to anticipated loan repayments.                 2014 2015   Principal value of loan outstanding '000             Principal value of loan outstanding '000   Rate received   Rate paid   Expiry date   Rate received   Rate paid   Expiry date —   —   —   —     £6,087   3 month LIBOR   Fixed 6.1%   9 July 2018 $225,000   1 month $ LIBOR   Fixed 2.032%   30 June 2024   $ 307,808   3 month $ LIBOR   Fixed 1.308%   21 June 2018         As of 30 June 20142015 the fair value of these interest rate swaps was a liability of £1,098,000 (2013: £1,337,000)£111,000 (2014: liability of £1,098,000). b)    Credit risk         Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £182,065,000 (2013: £152,614,000)£233,104,000 (2014: £182,065,000). Management does not expect any material losses from non-performance by these counterparties.         A substantial majority of the Group's Broadcasting revenue is derived from media contracts negotiated by the Premier League and UEFA with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it remains the Group's single largest credit exposure. The Group derives Commercialcommercial and sponsorship revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of which the Group may manage its credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) majority of this revenue is derived from a limited number of sources. The Group is also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to the Group in installments. The Group tries to manage its credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, the Group cannot ensure these efforts will eliminate its credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of the Group's sponsors or a club to whom the Group has sold a player can increase the risk that such counterparty is unable or Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) unwilling to pay amounts owed to 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 £84,238,000 (2013: £33,475,000)£47,849,000 (2014: £84,238,000), £2,777,000 (2013: £7,913,000)£20,693,000 (2014: £2,777,000) relates to amounts receivable from various other football clubs in relation to player trading and £78,924,000 (2013: £17,259,000) relates to Commercial sponsorship.trading.         As atof 30 June 2014,2015, trade receivables of £65,960,000 (2013: £27,135,000)£36,515,000 (2014: £65,960,000) 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 atof 30 June 2014,2015, trade receivables of £18,278,000 (2013: £6,340,000)£15,231,000 (2014: £18,278,000) 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:     2014 £'000   2013 £'000   Up to 3 months past due     16,329     5,609   Over 3 months past due     1,949     731               ​ ​ ​ ​ ​ ​ ​ ​     18,278     6,340               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Up to 3 months past due     9,619     16,329   Over 3 months past due     5,612     1,949   ​ ​ ​ ​ ​ ​ ​ ​     15,231     18,278   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         As atof 30 June 2014,2015, trade receivables of £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000) were impaired and provided for. The amount of the provision as at 30 June 20142015 was £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000). The individually impaired receivables largely relate to a transfer fee receivable of £2,147,000 (2013:£1,773,000 (2014: £2,147,000) due from one football club who have entered administration.club. The ageing of these receivables, based on due date, is as follows:     2014 £'000   2013 £'000   Up to 3 months     156     1,053   Over 3 months     4,603     5,002               ​ ​ ​ ​ ​ ​ ​ ​     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Up to 3 months     104     156   Over 3 months     3,793     4,603   ​ ​ ​ ​ ​ ​ ​ ​     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         Movements on the provision for impairment of trade receivables are as follows:     2015 £'000   2014 £'000   Brought forward     4,759     6,055   Provision for receivables impairment     593     985   Receivables written off during the year as uncollectible     (16 )   (1,178 ) Unused amounts reversed     (1,439 )   (1,103 ) ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued)         Movements on the provision for impairment of trade receivables are as follows:     2014 £'000   2013 £'000   Brought forward     6,055     2,586   Provision for receivables impairment     985     3,470   Receivables written off during the year as uncollectible     (1,178 )   (1 ) Unused amounts reversed     (1,103 )   —               ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​             c)b)    Liquidity risk         The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loan facilitys,facilities, 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 Directorsdirectors 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 23.24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.         Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date,As of 30 June 2015, the Group held cash and cash equivalents of £66,365,000 (2013: £94,433,000)£155,752,000 (2014: £66,365,000).         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 reportingbalance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued) undiscounted cash flows including interest and therefore differs from the carrying amounts in the consolidated balance sheet.     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)     93,837     21,918     21,702     —   Borrowings     29,363     29,387     350,863     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     123,200     51,305     372,565     —   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,566     3,369     5,527     —   cash inflow     —     —     —     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014     126,766     54,674     378,092     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                     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                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                         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)     118,898     43,104     6,753     —   Borrowings     16,418     16,442     51,637     512,682   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     135,316     59,546     58,390     512,682   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,321     3,318     9,904     16,483   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2015     138,637     62,864     68,294     529,165   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade and other payables excluding social security and other taxes(1)     93,837     21,918     21,702     —   Borrowings     29,363     29,387     350,863     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     123,200     51,305     372,565     —   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,566     3,369     5,527     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014     126,766     54,674     378,092     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 reportingbalance sheet date. 32.231.2 Capital risk management         The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. Capital is calculated as "equity attributable to owners of the parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note 23.24. 32.331.3 Fair value estimation         The following table presents the financial instruments carried at fair value. The different levels used in measuring fair value have been defined as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) • 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); Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) • Level 3—inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).     2014 £'000   2013 £'000   Assets               Derivative financial assets designated as cash flow hedges (note 17):               Forward foreign exchange contracts     —     260   Liabilities               Derivative financial liabilities designated as cash flow hedges (note 17):               Interest rate swaps     (148 )   —   Forward foreign exchange contracts     —     (29 ) Derivative financial liabilities at fair value through profit or loss (note 17):               Embedded foreign exchange derivatives     (1,320 )   —   Interest rate swaps     (950 )   (1,337 ) Forward foreign exchange contracts     (59 )   —               ​ ​ ​ ​ ​ ​ ​ ​     (2,477 )   (1,106 )             ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Assets               Derivative financial assets at fair value through profit or loss (note 18):               Embedded foreign exchange derivatives     27     —   Liabilities               Derivative financial liabilities designated as cash flow hedges (note 18):               Interest rate swaps     (111 )   (148 ) Derivative financial liabilities at fair value through profit or loss (note 18):               Embedded foreign exchange derivatives     (67 )   (1,320 ) Interest rate swaps     —     (950 ) Forward foreign exchange contracts     (5,557 )   (59 ) ​ ​ ​ ​ ​ ​ ​ ​     (5,708 )   (2,477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         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 financial instruments detailed above are categorised as Level 2. Specific valuation techniques used include: • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the reportingbalance sheet date, with the resulting value discounted back to present value; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; • The fair value of embedded foreign exchange derivatives is determined as the change in the fair value of the embedded derivative at the contract inception date and the fair value of the embedded derivative at the reportingbalance sheet date; the fair value of the embedded derivative is determined using forward exchange rates with the resulting value discounted to present value. 3332 Related party transactions         As described in note 1.1, theThe immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family held an interest in the Group's US dollar denominated senior secured notes due 2017. The principal amount of the Group's senior secured notes due 2017 held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2015 was $nil (2014: $7.3 million). The US dollar denominated notes Table of Contents Notes to the consolidated financial statements (Continued) 3332 Related party transactions (Continued)         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2014 was $7.3 million (2013: $7.3 million). The US dollar denominated notes attracthad a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to £372,000 (2013: £449,000; 2012: £558,000)£302,000 (2014: £372,000; 2013: £449,000) of which £146,000 (2013: £158,000; 2012: £233,000)£nil (2014: £146,000; 2013: £158,000) was accrued at the year end. 3433 Subsidiaries         The following companies are the principal subsidiary undertakings of the Company as of 30 June 2013:2015: 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   Holding company   GBP 150,000,001   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   Commercial company   GBP 26,519,248   100% Ordinary Manchester United Football ClubAlderley Urban Investments Limited   Professional football clubProperty investment   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 10,0002   100% Ordinary Manchester United Commercial Enterprises (Ireland) Limited   Property investment   EUR 13   100% Ordinary Alderley Urban InvestmentsManchester United Football Club Limited   Property investmentProfessional football club   GBP 21,008,546 100% Ordinary Manchester United Interactive Limited Media company GBP 10,000 100% Ordinary MU Commercial Holdings Limited Holding company GBP 100 100% Ordinary MU Commercial Holdings Junior Limited Holding company GBP 100 100% Ordinary MU Finance plc Debt-holding company GBP 15,000,000 100% Ordinary MU RAML Limited Retail and licensing company GBP 100   100% Ordinary MUTV Limited   Subscription TV channel   GBP 2,400   100% Ordinary         All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland. The registered office or principal executive office of all the above, with the exception of Manchester United Commercial Enterprises (Ireland) Limited, is Sir Matt Busby Way, Old Trafford, Manchester, M16 0RA, United Kingdom. The registered office of Manchester United Commercial Enterprises (Ireland) Limited is 4th Floor, 8-34 Percy Place, Ballsbridge, Dublin 4, Republic of Ireland. Table of Contents 35 Notes to the consolidated financial statements (Continued) 34 Events after the reportingbalance sheet date 35.134.1 Playing registrations         The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2014,2015, for total proceeds, net of associated costs, of £25,839,000.£53,363,000. The associated net book value was £7,911,000.£58,546,000.         Subsequent to 30 June 20142015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £118,597,000.£107,856,000. 34.2 Dividends         On 17 September 2015 our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. 35 Additional information—Financial Statement Schedule I         Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission ("SEC") Regulation S-X Rule 12-04(a), which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented, as the restricted net assets of Manchester United plc's consolidated subsidiaries as of 30 June 2015 exceeded the 25% threshold.         As of 30 June 2015, the Group had total borrowings of £411.0 million. The Group's new revolving credit facility, the secured term loan facility and the note purchase agreement governing the 2027 Notes, contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited and its restricted subsidiaries, provided there is no event of default and Red Football Limited is able to meet the principal and interest payments on its debt under a fixed charge coverage test. As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.         Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.         The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.         As of 30 June 2015, 2014 and 2013 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.         During the years ended 30 June 2015, 2014 and 2013, £nil cash dividends were declared and paid by the Company. Table of Contents Notes to the consolidated financial statements (Continued) 35 Events after the reporting dateAdditional information—Financial Statement Schedule I (Continued) 35.2 Secondary offeringCondensed income statement of the Company     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Revenue     —     —     —   Operating expenses     (144 )   (682 )   (85 ) Exceptional items(1)     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss)/profit     (1,233 )   (682 )   246,099   Finance costs     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Tax expense     —     —     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit for the year     (1,233 )   (697 )   245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Exceptional items comprise:     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Professional adviser fees relating to public offer of shares     (1,089 )   —     (3,816 ) Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited, both of which are subsidiary undertakings of the Company     —     —     250,000   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         There were no items of other comprehensive loss or income in the years ended 30 June 2015, 2014 or 2013 and therefore no statement of comprehensive income has been presented. Table of Contents         On 5 August 2014 we announced the pricing of a public offering of 12,000,000 of our Class A Ordinary Shares by our controlling shareholder, Red Football LLC, at a price Notes to the public of $17.00 per share. We did not receive any proceeds from the sale of these shares.consolidated financial statements (Continued) 35.3 Borrowings—secured term loan facility35 Additional information—Financial Statement Schedule I (Continued)         On 11 August 2014 the Group re-negotiated the termsCondensed balance sheet of the secured term loan facility. The outstanding principal amountCompany     As of 30 June       2015 £'000   2014 £'000   ASSETS               Non-current assets               Investment in subsidiaries     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​ Current assets               Cash and cash equivalents     224     206   ​ ​ ​ ​ ​ ​ ​ ​     224     206   ​ ​ ​ ​ ​ ​ ​ ​ Total assets     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EQUITY AND LIABILITIES               Equity               Share capital     52     52   Share premium     68,822     68,822   Retained earnings     246,429     246,310   ​ ​ ​ ​ ​ ​ ​ ​     315,303     315,184   ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities               Other payables     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​ Total equity and liabilities     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of changes in equity of the loan was increased by $7,892,500Company     Share capital £'000   Share premium £'000   Retained earnings £'000   Total equity £'000   Balance at 1 July 2012     50     25     —     75   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Profit for the year     —     —     245,037     245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income for the year     —     —     245,037     245,037   Equity-settled share based payments     —     —     832     832   Proceeds from issue of shares     2     70,256     —     70,258   Expenses directly attributable to issue of shares     —     (1,459 )   —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2013     52     68,822     245,869     314,743   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (697 )   (697 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (697 )   (697 ) Equity-settled share based payments     —     —     1,138     1,138   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2014     52     68,822     246,310     315,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (1,233 )   (1,233 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (1,233 )   (1,233 ) Equity-settled share based payments     —     —     1,352     1,352   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2015     52     68,822     246,429     315,303   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the original principal amountconsolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of $315,700,000. The Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balancecash flows of the loan is now repayable on 8 August 2019. All other terms ofCompany     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Cash flows from operating activities                     (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Net finance costs     —     15     1,062   Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Decrease in other receivables     —     —     75   Increase in other payables     1,251     671     5,586   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash generated from/(used in) operations     18     (11 )   1,760   Interest paid     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) operating activities     18     (26 )   698   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities                     Capital contribution into subsidiary     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities                     Proceeds from issue of shares     —     —     70,258   Expenses directly attributable to issue of shares     —     —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) financing activities     —     —     68,799   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase/(decrease) in cash and cash equivalents     18     (26 )   232   Cash and cash equivalents at beginning of year     206     232     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of year     224     206     232   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         The following reconciliations are provided as additional information to satisfy the loan remain unchanged. 35.4 Agreement with adidas         In July 2014 the Group announced a 10-year agreement with adidas with respect to global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or Champions League, or decrease if the first team fails to participate in the Champions LeagueSchedule I SEC requirements for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.parent-only financial information     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   IFRS (loss)/profit reconciliation:                     Parent only—IFRS (loss)/profit for the year     (1,233 )   (697 )   245,037   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     338     24,532     151,382   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated IFRS (loss)/profit for the year     (895 )   23,835     146,419   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ IFRS equity reconciliation:                     Parent only—IFRS equity     315,303     315,184     314,743   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     162,615     183,466     383,217   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated—IFRS equity     477,918     498,650     447,960   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents SIGNATURES         The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.     Manchester United plc (Registrant) Date: 2715 October 20142015   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 (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 29 January 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 29 January 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 19 May 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 (included as Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 24 October 2013). 4.44.2   Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).   4.3 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.4 Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.5 Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.6 Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.7 Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.8 Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.9   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).   4.64.10   Premier League Handbook, Season 2014/15. 4.7 Premier League Handbook, Season 2013/1415 (included as Exhibit 4.54.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 2427 October 2013)2014). 4.11 Premier League Handbook, Season 2015/16.   8.1   List of significant subsidiaries (included in note 3433 to our audited consolidated financial statements included in this Annual Report).   12.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. Table of Contents 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. 000				Euro €'000			US Dollar         At 30 June 2014:2015: • if 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 £1.3 million higher (2014: not materially different (2013: £0.1 million higher)different). • if 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 £1.6 million lower (2014: not materially different (2013: £0.1 million lower)different). • if pounds sterling had strengthened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £12.0£7.4 million higher (2013: £28.9(2014: £12.0 million higher). • if pounds sterling had weakened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £14.6£9.0 million lower (2013: £24.8(2014: £14.6 million lower). Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued)         The Group also has a number of embedded foreign exchange derivatives in host Commercial revenue contracts. These are recognized separately recognised in the financial statements at fair value since they are not closely related to the host contract. As of 30 June 20142015 the fair value of such derivatives was a net liability of £1,320,000 (2013: £nil)£40,000 (2014: net liability of £1,320,000). 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) 31 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 US dollar and pounds sterling and US dollar.sterling. Full details of the Group's borrowings and associated interest rates can be found in note 23.24.         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. Consequently, the impact on equity and post-tax profit of a 1.0% shift in interest rates would not be material to any periods presented.         The Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the reportingbalance sheet date: 2014 2013 Principal value of loan outstanding '000 Rate received Rate paid Expiry date Principal value of loan outstanding '000 Rate received Rate paid Expiry date *£6,087 - £4,199 3 month Libor Fixed 6.1% 9 July 2018 *6,469 - 4,199 3 month Libor Fixed 6.1% 9 July 2018 *$307,808 - $244,667 3 month $ Libor Fixed 1.308% 21 June 2018 — — — — * The principal value of the interest rate swaps reduce due to anticipated loan repayments.                 2014 2015   Principal value of loan outstanding '000             Principal value of loan outstanding '000   Rate received   Rate paid   Expiry date   Rate received   Rate paid   Expiry date —   —   —   —     £6,087   3 month LIBOR   Fixed 6.1%   9 July 2018 $225,000   1 month $ LIBOR   Fixed 2.032%   30 June 2024   $ 307,808   3 month $ LIBOR   Fixed 1.308%   21 June 2018         As of 30 June 20142015 the fair value of these interest rate swaps was a liability of £1,098,000 (2013: £1,337,000)£111,000 (2014: liability of £1,098,000). b)    Credit risk         Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £182,065,000 (2013: £152,614,000)£233,104,000 (2014: £182,065,000). Management does not expect any material losses from non-performance by these counterparties.         A substantial majority of the Group's Broadcasting revenue is derived from media contracts negotiated by the Premier League and UEFA with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it remains the Group's single largest credit exposure. The Group derives Commercialcommercial and sponsorship revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of which the Group may manage its credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) majority of this revenue is derived from a limited number of sources. The Group is also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to the Group in installments. The Group tries to manage its credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, the Group cannot ensure these efforts will eliminate its credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of the Group's sponsors or a club to whom the Group has sold a player can increase the risk that such counterparty is unable or Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) unwilling to pay amounts owed to 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 £84,238,000 (2013: £33,475,000)£47,849,000 (2014: £84,238,000), £2,777,000 (2013: £7,913,000)£20,693,000 (2014: £2,777,000) relates to amounts receivable from various other football clubs in relation to player trading and £78,924,000 (2013: £17,259,000) relates to Commercial sponsorship.trading.         As atof 30 June 2014,2015, trade receivables of £65,960,000 (2013: £27,135,000)£36,515,000 (2014: £65,960,000) 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 atof 30 June 2014,2015, trade receivables of £18,278,000 (2013: £6,340,000)£15,231,000 (2014: £18,278,000) 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:     2014 £'000   2013 £'000   Up to 3 months past due     16,329     5,609   Over 3 months past due     1,949     731               ​ ​ ​ ​ ​ ​ ​ ​     18,278     6,340               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Up to 3 months past due     9,619     16,329   Over 3 months past due     5,612     1,949   ​ ​ ​ ​ ​ ​ ​ ​     15,231     18,278   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         As atof 30 June 2014,2015, trade receivables of £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000) were impaired and provided for. The amount of the provision as at 30 June 20142015 was £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000). The individually impaired receivables largely relate to a transfer fee receivable of £2,147,000 (2013:£1,773,000 (2014: £2,147,000) due from one football club who have entered administration.club. The ageing of these receivables, based on due date, is as follows:     2014 £'000   2013 £'000   Up to 3 months     156     1,053   Over 3 months     4,603     5,002               ​ ​ ​ ​ ​ ​ ​ ​     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Up to 3 months     104     156   Over 3 months     3,793     4,603   ​ ​ ​ ​ ​ ​ ​ ​     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         Movements on the provision for impairment of trade receivables are as follows:     2015 £'000   2014 £'000   Brought forward     4,759     6,055   Provision for receivables impairment     593     985   Receivables written off during the year as uncollectible     (16 )   (1,178 ) Unused amounts reversed     (1,439 )   (1,103 ) ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued)         Movements on the provision for impairment of trade receivables are as follows:     2014 £'000   2013 £'000   Brought forward     6,055     2,586   Provision for receivables impairment     985     3,470   Receivables written off during the year as uncollectible     (1,178 )   (1 ) Unused amounts reversed     (1,103 )   —               ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​             c)b)    Liquidity risk         The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loan facilitys,facilities, 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 Directorsdirectors 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 23.24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.         Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date,As of 30 June 2015, the Group held cash and cash equivalents of £66,365,000 (2013: £94,433,000)£155,752,000 (2014: £66,365,000).         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 reportingbalance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued) undiscounted cash flows including interest and therefore differs from the carrying amounts in the consolidated balance sheet.     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)     93,837     21,918     21,702     —   Borrowings     29,363     29,387     350,863     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     123,200     51,305     372,565     —   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,566     3,369     5,527     —   cash inflow     —     —     —     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014     126,766     54,674     378,092     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                     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                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                         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)     118,898     43,104     6,753     —   Borrowings     16,418     16,442     51,637     512,682   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     135,316     59,546     58,390     512,682   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,321     3,318     9,904     16,483   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2015     138,637     62,864     68,294     529,165   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade and other payables excluding social security and other taxes(1)     93,837     21,918     21,702     —   Borrowings     29,363     29,387     350,863     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     123,200     51,305     372,565     —   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,566     3,369     5,527     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014     126,766     54,674     378,092     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 reportingbalance sheet date. 32.231.2 Capital risk management         The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. Capital is calculated as "equity attributable to owners of the parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note 23.24. 32.331.3 Fair value estimation         The following table presents the financial instruments carried at fair value. The different levels used in measuring fair value have been defined as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) • 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); Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) • Level 3—inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).     2014 £'000   2013 £'000   Assets               Derivative financial assets designated as cash flow hedges (note 17):               Forward foreign exchange contracts     —     260   Liabilities               Derivative financial liabilities designated as cash flow hedges (note 17):               Interest rate swaps     (148 )   —   Forward foreign exchange contracts     —     (29 ) Derivative financial liabilities at fair value through profit or loss (note 17):               Embedded foreign exchange derivatives     (1,320 )   —   Interest rate swaps     (950 )   (1,337 ) Forward foreign exchange contracts     (59 )   —               ​ ​ ​ ​ ​ ​ ​ ​     (2,477 )   (1,106 )             ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Assets               Derivative financial assets at fair value through profit or loss (note 18):               Embedded foreign exchange derivatives     27     —   Liabilities               Derivative financial liabilities designated as cash flow hedges (note 18):               Interest rate swaps     (111 )   (148 ) Derivative financial liabilities at fair value through profit or loss (note 18):               Embedded foreign exchange derivatives     (67 )   (1,320 ) Interest rate swaps     —     (950 ) Forward foreign exchange contracts     (5,557 )   (59 ) ​ ​ ​ ​ ​ ​ ​ ​     (5,708 )   (2,477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         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 financial instruments detailed above are categorised as Level 2. Specific valuation techniques used include: • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the reportingbalance sheet date, with the resulting value discounted back to present value; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; • The fair value of embedded foreign exchange derivatives is determined as the change in the fair value of the embedded derivative at the contract inception date and the fair value of the embedded derivative at the reportingbalance sheet date; the fair value of the embedded derivative is determined using forward exchange rates with the resulting value discounted to present value. 3332 Related party transactions         As described in note 1.1, theThe immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family held an interest in the Group's US dollar denominated senior secured notes due 2017. The principal amount of the Group's senior secured notes due 2017 held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2015 was $nil (2014: $7.3 million). The US dollar denominated notes Table of Contents Notes to the consolidated financial statements (Continued) 3332 Related party transactions (Continued)         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2014 was $7.3 million (2013: $7.3 million). The US dollar denominated notes attracthad a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to £372,000 (2013: £449,000; 2012: £558,000)£302,000 (2014: £372,000; 2013: £449,000) of which £146,000 (2013: £158,000; 2012: £233,000)£nil (2014: £146,000; 2013: £158,000) was accrued at the year end. 3433 Subsidiaries         The following companies are the principal subsidiary undertakings of the Company as of 30 June 2013:2015: 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   Holding company   GBP 150,000,001   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   Commercial company   GBP 26,519,248   100% Ordinary Manchester United Football ClubAlderley Urban Investments Limited   Professional football clubProperty investment   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 10,0002   100% Ordinary Manchester United Commercial Enterprises (Ireland) Limited   Property investment   EUR 13   100% Ordinary Alderley Urban InvestmentsManchester United Football Club Limited   Property investmentProfessional football club   GBP 21,008,546 100% Ordinary Manchester United Interactive Limited Media company GBP 10,000 100% Ordinary MU Commercial Holdings Limited Holding company GBP 100 100% Ordinary MU Commercial Holdings Junior Limited Holding company GBP 100 100% Ordinary MU Finance plc Debt-holding company GBP 15,000,000 100% Ordinary MU RAML Limited Retail and licensing company GBP 100   100% Ordinary MUTV Limited   Subscription TV channel   GBP 2,400   100% Ordinary         All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland. The registered office or principal executive office of all the above, with the exception of Manchester United Commercial Enterprises (Ireland) Limited, is Sir Matt Busby Way, Old Trafford, Manchester, M16 0RA, United Kingdom. The registered office of Manchester United Commercial Enterprises (Ireland) Limited is 4th Floor, 8-34 Percy Place, Ballsbridge, Dublin 4, Republic of Ireland. Table of Contents 35 Notes to the consolidated financial statements (Continued) 34 Events after the reportingbalance sheet date 35.134.1 Playing registrations         The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2014,2015, for total proceeds, net of associated costs, of £25,839,000.£53,363,000. The associated net book value was £7,911,000.£58,546,000.         Subsequent to 30 June 20142015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £118,597,000.£107,856,000. 34.2 Dividends         On 17 September 2015 our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. 35 Additional information—Financial Statement Schedule I         Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission ("SEC") Regulation S-X Rule 12-04(a), which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented, as the restricted net assets of Manchester United plc's consolidated subsidiaries as of 30 June 2015 exceeded the 25% threshold.         As of 30 June 2015, the Group had total borrowings of £411.0 million. The Group's new revolving credit facility, the secured term loan facility and the note purchase agreement governing the 2027 Notes, contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited and its restricted subsidiaries, provided there is no event of default and Red Football Limited is able to meet the principal and interest payments on its debt under a fixed charge coverage test. As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.         Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.         The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.         As of 30 June 2015, 2014 and 2013 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.         During the years ended 30 June 2015, 2014 and 2013, £nil cash dividends were declared and paid by the Company. Table of Contents Notes to the consolidated financial statements (Continued) 35 Events after the reporting dateAdditional information—Financial Statement Schedule I (Continued) 35.2 Secondary offeringCondensed income statement of the Company     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Revenue     —     —     —   Operating expenses     (144 )   (682 )   (85 ) Exceptional items(1)     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss)/profit     (1,233 )   (682 )   246,099   Finance costs     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Tax expense     —     —     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit for the year     (1,233 )   (697 )   245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Exceptional items comprise:     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Professional adviser fees relating to public offer of shares     (1,089 )   —     (3,816 ) Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited, both of which are subsidiary undertakings of the Company     —     —     250,000   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         There were no items of other comprehensive loss or income in the years ended 30 June 2015, 2014 or 2013 and therefore no statement of comprehensive income has been presented. Table of Contents         On 5 August 2014 we announced the pricing of a public offering of 12,000,000 of our Class A Ordinary Shares by our controlling shareholder, Red Football LLC, at a price Notes to the public of $17.00 per share. We did not receive any proceeds from the sale of these shares.consolidated financial statements (Continued) 35.3 Borrowings—secured term loan facility35 Additional information—Financial Statement Schedule I (Continued)         On 11 August 2014 the Group re-negotiated the termsCondensed balance sheet of the secured term loan facility. The outstanding principal amountCompany     As of 30 June       2015 £'000   2014 £'000   ASSETS               Non-current assets               Investment in subsidiaries     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​ Current assets               Cash and cash equivalents     224     206   ​ ​ ​ ​ ​ ​ ​ ​     224     206   ​ ​ ​ ​ ​ ​ ​ ​ Total assets     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EQUITY AND LIABILITIES               Equity               Share capital     52     52   Share premium     68,822     68,822   Retained earnings     246,429     246,310   ​ ​ ​ ​ ​ ​ ​ ​     315,303     315,184   ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities               Other payables     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​ Total equity and liabilities     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of changes in equity of the loan was increased by $7,892,500Company     Share capital £'000   Share premium £'000   Retained earnings £'000   Total equity £'000   Balance at 1 July 2012     50     25     —     75   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Profit for the year     —     —     245,037     245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income for the year     —     —     245,037     245,037   Equity-settled share based payments     —     —     832     832   Proceeds from issue of shares     2     70,256     —     70,258   Expenses directly attributable to issue of shares     —     (1,459 )   —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2013     52     68,822     245,869     314,743   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (697 )   (697 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (697 )   (697 ) Equity-settled share based payments     —     —     1,138     1,138   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2014     52     68,822     246,310     315,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (1,233 )   (1,233 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (1,233 )   (1,233 ) Equity-settled share based payments     —     —     1,352     1,352   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2015     52     68,822     246,429     315,303   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the original principal amountconsolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of $315,700,000. The Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balancecash flows of the loan is now repayable on 8 August 2019. All other terms ofCompany     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Cash flows from operating activities                     (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Net finance costs     —     15     1,062   Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Decrease in other receivables     —     —     75   Increase in other payables     1,251     671     5,586   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash generated from/(used in) operations     18     (11 )   1,760   Interest paid     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) operating activities     18     (26 )   698   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities                     Capital contribution into subsidiary     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities                     Proceeds from issue of shares     —     —     70,258   Expenses directly attributable to issue of shares     —     —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) financing activities     —     —     68,799   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase/(decrease) in cash and cash equivalents     18     (26 )   232   Cash and cash equivalents at beginning of year     206     232     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of year     224     206     232   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         The following reconciliations are provided as additional information to satisfy the loan remain unchanged. 35.4 Agreement with adidas         In July 2014 the Group announced a 10-year agreement with adidas with respect to global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or Champions League, or decrease if the first team fails to participate in the Champions LeagueSchedule I SEC requirements for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.parent-only financial information     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   IFRS (loss)/profit reconciliation:                     Parent only—IFRS (loss)/profit for the year     (1,233 )   (697 )   245,037   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     338     24,532     151,382   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated IFRS (loss)/profit for the year     (895 )   23,835     146,419   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ IFRS equity reconciliation:                     Parent only—IFRS equity     315,303     315,184     314,743   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     162,615     183,466     383,217   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated—IFRS equity     477,918     498,650     447,960   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents SIGNATURES         The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.     Manchester United plc (Registrant) Date: 2715 October 20142015   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 (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 29 January 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 29 January 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 19 May 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 (included as Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 24 October 2013). 4.44.2   Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).   4.3 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.4 Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.5 Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.6 Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.7 Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.8 Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.9   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).   4.64.10   Premier League Handbook, Season 2014/15. 4.7 Premier League Handbook, Season 2013/1415 (included as Exhibit 4.54.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 2427 October 2013)2014). 4.11 Premier League Handbook, Season 2015/16.   8.1   List of significant subsidiaries (included in note 3433 to our audited consolidated financial statements included in this Annual Report).   12.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. Table of Contents 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. 000			Euro €'000			US Dollar         At 30 June 2014:2015: • if 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 £1.3 million higher (2014: not materially different (2013: £0.1 million higher)different). • if 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 £1.6 million lower (2014: not materially different (2013: £0.1 million lower)different). • if pounds sterling had strengthened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £12.0£7.4 million higher (2013: £28.9(2014: £12.0 million higher). • if pounds sterling had weakened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £14.6£9.0 million lower (2013: £24.8(2014: £14.6 million lower). Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued)         The Group also has a number of embedded foreign exchange derivatives in host Commercial revenue contracts. These are recognized separately recognised in the financial statements at fair value since they are not closely related to the host contract. As of 30 June 20142015 the fair value of such derivatives was a net liability of £1,320,000 (2013: £nil)£40,000 (2014: net liability of £1,320,000). 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) 31 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 US dollar and pounds sterling and US dollar.sterling. Full details of the Group's borrowings and associated interest rates can be found in note 23.24.         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. Consequently, the impact on equity and post-tax profit of a 1.0% shift in interest rates would not be material to any periods presented.         The Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the reportingbalance sheet date: 2014 2013 Principal value of loan outstanding '000 Rate received Rate paid Expiry date Principal value of loan outstanding '000 Rate received Rate paid Expiry date *£6,087 - £4,199 3 month Libor Fixed 6.1% 9 July 2018 *6,469 - 4,199 3 month Libor Fixed 6.1% 9 July 2018 *$307,808 - $244,667 3 month $ Libor Fixed 1.308% 21 June 2018 — — — — * The principal value of the interest rate swaps reduce due to anticipated loan repayments.                 2014 2015   Principal value of loan outstanding '000             Principal value of loan outstanding '000   Rate received   Rate paid   Expiry date   Rate received   Rate paid   Expiry date —   —   —   —     £6,087   3 month LIBOR   Fixed 6.1%   9 July 2018 $225,000   1 month $ LIBOR   Fixed 2.032%   30 June 2024   $ 307,808   3 month $ LIBOR   Fixed 1.308%   21 June 2018         As of 30 June 20142015 the fair value of these interest rate swaps was a liability of £1,098,000 (2013: £1,337,000)£111,000 (2014: liability of £1,098,000). b)    Credit risk         Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £182,065,000 (2013: £152,614,000)£233,104,000 (2014: £182,065,000). Management does not expect any material losses from non-performance by these counterparties.         A substantial majority of the Group's Broadcasting revenue is derived from media contracts negotiated by the Premier League and UEFA with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it remains the Group's single largest credit exposure. The Group derives Commercialcommercial and sponsorship revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of which the Group may manage its credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) majority of this revenue is derived from a limited number of sources. The Group is also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to the Group in installments. The Group tries to manage its credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, the Group cannot ensure these efforts will eliminate its credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of the Group's sponsors or a club to whom the Group has sold a player can increase the risk that such counterparty is unable or Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) unwilling to pay amounts owed to 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 £84,238,000 (2013: £33,475,000)£47,849,000 (2014: £84,238,000), £2,777,000 (2013: £7,913,000)£20,693,000 (2014: £2,777,000) relates to amounts receivable from various other football clubs in relation to player trading and £78,924,000 (2013: £17,259,000) relates to Commercial sponsorship.trading.         As atof 30 June 2014,2015, trade receivables of £65,960,000 (2013: £27,135,000)£36,515,000 (2014: £65,960,000) 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 atof 30 June 2014,2015, trade receivables of £18,278,000 (2013: £6,340,000)£15,231,000 (2014: £18,278,000) 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:     2014 £'000   2013 £'000   Up to 3 months past due     16,329     5,609   Over 3 months past due     1,949     731               ​ ​ ​ ​ ​ ​ ​ ​     18,278     6,340               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Up to 3 months past due     9,619     16,329   Over 3 months past due     5,612     1,949   ​ ​ ​ ​ ​ ​ ​ ​     15,231     18,278   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         As atof 30 June 2014,2015, trade receivables of £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000) were impaired and provided for. The amount of the provision as at 30 June 20142015 was £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000). The individually impaired receivables largely relate to a transfer fee receivable of £2,147,000 (2013:£1,773,000 (2014: £2,147,000) due from one football club who have entered administration.club. The ageing of these receivables, based on due date, is as follows:     2014 £'000   2013 £'000   Up to 3 months     156     1,053   Over 3 months     4,603     5,002               ​ ​ ​ ​ ​ ​ ​ ​     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Up to 3 months     104     156   Over 3 months     3,793     4,603   ​ ​ ​ ​ ​ ​ ​ ​     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         Movements on the provision for impairment of trade receivables are as follows:     2015 £'000   2014 £'000   Brought forward     4,759     6,055   Provision for receivables impairment     593     985   Receivables written off during the year as uncollectible     (16 )   (1,178 ) Unused amounts reversed     (1,439 )   (1,103 ) ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     3,897     4,759   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued)         Movements on the provision for impairment of trade receivables are as follows:     2014 £'000   2013 £'000   Brought forward     6,055     2,586   Provision for receivables impairment     985     3,470   Receivables written off during the year as uncollectible     (1,178 )   (1 ) Unused amounts reversed     (1,103 )   —               ​ ​ ​ ​ ​ ​ ​ ​ Carried forward     4,759     6,055               ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​             c)b)    Liquidity risk         The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loan facilitys,facilities, 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 Directorsdirectors 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 23.24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.         Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date,As of 30 June 2015, the Group held cash and cash equivalents of £66,365,000 (2013: £94,433,000)£155,752,000 (2014: £66,365,000).         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 reportingbalance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted Table of Contents Notes to the consolidated financial statements (Continued) 3231 Financial risk management (Continued) undiscounted cash flows including interest and therefore differs from the carrying amounts in the consolidated balance sheet.     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)     93,837     21,918     21,702     —   Borrowings     29,363     29,387     350,863     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     123,200     51,305     372,565     —   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,566     3,369     5,527     —   cash inflow     —     —     —     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014     126,766     54,674     378,092     —                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                     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                       ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                         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)     118,898     43,104     6,753     —   Borrowings     16,418     16,442     51,637     512,682   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     135,316     59,546     58,390     512,682   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,321     3,318     9,904     16,483   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2015     138,637     62,864     68,294     529,165   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade and other payables excluding social security and other taxes(1)     93,837     21,918     21,702     —   Borrowings     29,363     29,387     350,863     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     123,200     51,305     372,565     —   Non-trading(2) and net settled derivative financial instruments:                           cash outflow     3,566     3,369     5,527     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At 30 June 2014     126,766     54,674     378,092     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 reportingbalance sheet date. 32.231.2 Capital risk management         The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. Capital is calculated as "equity attributable to owners of the parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note 23.24. 32.331.3 Fair value estimation         The following table presents the financial instruments carried at fair value. The different levels used in measuring fair value have been defined as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; Table of Contents Notes to the consolidated financial statements (Continued) 32 Financial risk management (Continued) • 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); Table of Contents Notes to the consolidated financial statements (Continued) 31 Financial risk management (Continued) • Level 3—inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).     2014 £'000   2013 £'000   Assets               Derivative financial assets designated as cash flow hedges (note 17):               Forward foreign exchange contracts     —     260   Liabilities               Derivative financial liabilities designated as cash flow hedges (note 17):               Interest rate swaps     (148 )   —   Forward foreign exchange contracts     —     (29 ) Derivative financial liabilities at fair value through profit or loss (note 17):               Embedded foreign exchange derivatives     (1,320 )   —   Interest rate swaps     (950 )   (1,337 ) Forward foreign exchange contracts     (59 )   —               ​ ​ ​ ​ ​ ​ ​ ​     (2,477 )   (1,106 )             ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                 2015 £'000   2014 £'000   Assets               Derivative financial assets at fair value through profit or loss (note 18):               Embedded foreign exchange derivatives     27     —   Liabilities               Derivative financial liabilities designated as cash flow hedges (note 18):               Interest rate swaps     (111 )   (148 ) Derivative financial liabilities at fair value through profit or loss (note 18):               Embedded foreign exchange derivatives     (67 )   (1,320 ) Interest rate swaps     —     (950 ) Forward foreign exchange contracts     (5,557 )   (59 ) ​ ​ ​ ​ ​ ​ ​ ​     (5,708 )   (2,477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         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 financial instruments detailed above are categorised as Level 2. Specific valuation techniques used include: • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the reportingbalance sheet date, with the resulting value discounted back to present value; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; • The fair value of embedded foreign exchange derivatives is determined as the change in the fair value of the embedded derivative at the contract inception date and the fair value of the embedded derivative at the reportingbalance sheet date; the fair value of the embedded derivative is determined using forward exchange rates with the resulting value discounted to present value. 3332 Related party transactions         As described in note 1.1, theThe immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family held an interest in the Group's US dollar denominated senior secured notes due 2017. The principal amount of the Group's senior secured notes due 2017 held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2015 was $nil (2014: $7.3 million). The US dollar denominated notes Table of Contents Notes to the consolidated financial statements (Continued) 3332 Related party transactions (Continued)         Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2014 was $7.3 million (2013: $7.3 million). The US dollar denominated notes attracthad a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to £372,000 (2013: £449,000; 2012: £558,000)£302,000 (2014: £372,000; 2013: £449,000) of which £146,000 (2013: £158,000; 2012: £233,000)£nil (2014: £146,000; 2013: £158,000) was accrued at the year end. 3433 Subsidiaries         The following companies are the principal subsidiary undertakings of the Company as of 30 June 2013:2015: 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   Holding company   GBP 150,000,001   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   Commercial company   GBP 26,519,248   100% Ordinary Manchester United Football ClubAlderley Urban Investments Limited   Professional football clubProperty investment   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 10,0002   100% Ordinary Manchester United Commercial Enterprises (Ireland) Limited   Property investment   EUR 13   100% Ordinary Alderley Urban InvestmentsManchester United Football Club Limited   Property investmentProfessional football club   GBP 21,008,546 100% Ordinary Manchester United Interactive Limited Media company GBP 10,000 100% Ordinary MU Commercial Holdings Limited Holding company GBP 100 100% Ordinary MU Commercial Holdings Junior Limited Holding company GBP 100 100% Ordinary MU Finance plc Debt-holding company GBP 15,000,000 100% Ordinary MU RAML Limited Retail and licensing company GBP 100   100% Ordinary MUTV Limited   Subscription TV channel   GBP 2,400   100% Ordinary         All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland. The registered office or principal executive office of all the above, with the exception of Manchester United Commercial Enterprises (Ireland) Limited, is Sir Matt Busby Way, Old Trafford, Manchester, M16 0RA, United Kingdom. The registered office of Manchester United Commercial Enterprises (Ireland) Limited is 4th Floor, 8-34 Percy Place, Ballsbridge, Dublin 4, Republic of Ireland. Table of Contents 35 Notes to the consolidated financial statements (Continued) 34 Events after the reportingbalance sheet date 35.134.1 Playing registrations         The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2014,2015, for total proceeds, net of associated costs, of £25,839,000.£53,363,000. The associated net book value was £7,911,000.£58,546,000.         Subsequent to 30 June 20142015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £118,597,000.£107,856,000. 34.2 Dividends         On 17 September 2015 our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015. 35 Additional information—Financial Statement Schedule I         Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission ("SEC") Regulation S-X Rule 12-04(a), which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented, as the restricted net assets of Manchester United plc's consolidated subsidiaries as of 30 June 2015 exceeded the 25% threshold.         As of 30 June 2015, the Group had total borrowings of £411.0 million. The Group's new revolving credit facility, the secured term loan facility and the note purchase agreement governing the 2027 Notes, contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited and its restricted subsidiaries, provided there is no event of default and Red Football Limited is able to meet the principal and interest payments on its debt under a fixed charge coverage test. As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.         Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.         The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.         As of 30 June 2015, 2014 and 2013 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.         During the years ended 30 June 2015, 2014 and 2013, £nil cash dividends were declared and paid by the Company. Table of Contents Notes to the consolidated financial statements (Continued) 35 Events after the reporting dateAdditional information—Financial Statement Schedule I (Continued) 35.2 Secondary offeringCondensed income statement of the Company     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Revenue     —     —     —   Operating expenses     (144 )   (682 )   (85 ) Exceptional items(1)     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (loss)/profit     (1,233 )   (682 )   246,099   Finance costs     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Tax expense     —     —     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss)/profit for the year     (1,233 )   (697 )   245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Exceptional items comprise:     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Professional adviser fees relating to public offer of shares     (1,089 )   —     (3,816 ) Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited, both of which are subsidiary undertakings of the Company     —     —     250,000   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​     (1,089 )   —     246,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         There were no items of other comprehensive loss or income in the years ended 30 June 2015, 2014 or 2013 and therefore no statement of comprehensive income has been presented. Table of Contents         On 5 August 2014 we announced the pricing of a public offering of 12,000,000 of our Class A Ordinary Shares by our controlling shareholder, Red Football LLC, at a price Notes to the public of $17.00 per share. We did not receive any proceeds from the sale of these shares.consolidated financial statements (Continued) 35.3 Borrowings—secured term loan facility35 Additional information—Financial Statement Schedule I (Continued)         On 11 August 2014 the Group re-negotiated the termsCondensed balance sheet of the secured term loan facility. The outstanding principal amountCompany     As of 30 June       2015 £'000   2014 £'000   ASSETS               Non-current assets               Investment in subsidiaries     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​     319,265     319,265   ​ ​ ​ ​ ​ ​ ​ ​ Current assets               Cash and cash equivalents     224     206   ​ ​ ​ ​ ​ ​ ​ ​     224     206   ​ ​ ​ ​ ​ ​ ​ ​ Total assets     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EQUITY AND LIABILITIES               Equity               Share capital     52     52   Share premium     68,822     68,822   Retained earnings     246,429     246,310   ​ ​ ​ ​ ​ ​ ​ ​     315,303     315,184   ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities               Other payables     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​     4,186     4,287   ​ ​ ​ ​ ​ ​ ​ ​ Total equity and liabilities     319,489     319,471   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the consolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of changes in equity of the loan was increased by $7,892,500Company     Share capital £'000   Share premium £'000   Retained earnings £'000   Total equity £'000   Balance at 1 July 2012     50     25     —     75   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Profit for the year     —     —     245,037     245,037   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income for the year     —     —     245,037     245,037   Equity-settled share based payments     —     —     832     832   Proceeds from issue of shares     2     70,256     —     70,258   Expenses directly attributable to issue of shares     —     (1,459 )   —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2013     52     68,822     245,869     314,743   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (697 )   (697 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (697 )   (697 ) Equity-settled share based payments     —     —     1,138     1,138   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2014     52     68,822     246,310     315,184   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss for the year     —     —     (1,233 )   (1,233 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive loss for the year     —     —     (1,233 )   (1,233 ) Equity-settled share based payments     —     —     1,352     1,352   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at 30 June 2015     52     68,822     246,429     315,303   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents Notes to the original principal amountconsolidated financial statements (Continued) 35 Additional information—Financial Statement Schedule I (Continued) Condensed statement of $315,700,000. The Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balancecash flows of the loan is now repayable on 8 August 2019. All other terms ofCompany     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   Cash flows from operating activities                     (Loss)/profit on ordinary activities before tax     (1,233 )   (697 )   245,037   Net finance costs     —     15     1,062   Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Decrease in other receivables     —     —     75   Increase in other payables     1,251     671     5,586   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash generated from/(used in) operations     18     (11 )   1,760   Interest paid     —     (15 )   (1,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) operating activities     18     (26 )   698   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities                     Capital contribution into subsidiary     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities     —     —     (69,265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities                     Proceeds from issue of shares     —     —     70,258   Expenses directly attributable to issue of shares     —     —     (1,459 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash generated from/(used in) financing activities     —     —     68,799   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase/(decrease) in cash and cash equivalents     18     (26 )   232   Cash and cash equivalents at beginning of year     206     232     —   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of year     224     206     232   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​         The following reconciliations are provided as additional information to satisfy the loan remain unchanged. 35.4 Agreement with adidas         In July 2014 the Group announced a 10-year agreement with adidas with respect to global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or Champions League, or decrease if the first team fails to participate in the Champions LeagueSchedule I SEC requirements for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.parent-only financial information     Year ended 30 June       2015 £'000   2014 £'000   2013 £'000   IFRS (loss)/profit reconciliation:                     Parent only—IFRS (loss)/profit for the year     (1,233 )   (697 )   245,037   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     338     24,532     151,382   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated IFRS (loss)/profit for the year     (895 )   23,835     146,419   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ IFRS equity reconciliation:                     Parent only—IFRS equity     315,303     315,184     314,743   Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited     —     —     (250,000 ) Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost     162,615     183,466     383,217   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated—IFRS equity     477,918     498,650     447,960   ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Table of Contents SIGNATURES         The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.     Manchester United plc (Registrant) Date: 2715 October 20142015   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 (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 29 January 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 29 January 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 19 May 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 (included as Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 24 October 2013). 4.44.2   Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).   4.3 Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.4 Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.5 Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.6 Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015). 4.7 Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.8 Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender. 4.9   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).   4.64.10   Premier League Handbook, Season 2014/15. 4.7 Premier League Handbook, Season 2013/1415 (included as Exhibit 4.54.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 2427 October 2013)2014). 4.11 Premier League Handbook, Season 2015/16.   8.1   List of significant subsidiaries (included in note 3433 to our audited consolidated financial statements included in this Annual Report).   12.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. Table of Contents 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. 000
Monetary assets			5,968			197,379			1,739			86,937				15,437			214,317			5,968			197,379
Monetary liabilities			(3,983	)		(579,541	)		(3,033	)		(584,841	)			(83,932	)		(651,029	)		(3,983	)		(579,541	)
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
			1.985			(382,162	)		(1,294	)		(497,904	)
																(68,495	)		(436,712	)		1,985			(382,162	)
​	​		​	​		​	​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​
​														​	​	​	​	​	​	​	​	​	​	​	​	​

        At 30 June 2014:2015:

•

if 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 £1.3 million higher (2014: not materially different (2013: £0.1 million higher)different).



•

if 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 £1.6 million lower (2014: not materially different (2013: £0.1 million lower)different).



•

if pounds sterling had strengthened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £12.0£7.4 million higher (2013: £28.9(2014: £12.0 million higher).



•

if pounds sterling had weakened by 10% against the US dollar, with all other variables held constant, equity and post-tax profit for the year would have been £14.6£9.0 million lower (2013: £24.8(2014: £14.6 million lower).




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Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

        The Group also has a number of embedded foreign exchange derivatives in host Commercial revenue contracts. These are recognized separately recognised in the financial statements at fair value since they are not closely related to the host contract. As of 30 June 20142015 the fair value of such derivatives was a net liability of £1,320,000 (2013: £nil)£40,000 (2014: net liability of £1,320,000).

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.




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Notes to the consolidated financial statements (Continued)

31 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 US dollar and pounds sterling and US dollar.sterling. Full details of the Group's borrowings and associated interest rates can be found in note 23.24.

        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. Consequently, the impact on equity and post-tax profit of a 1.0% shift in interest rates would not be material to any periods presented.

        The Group has entered into a number of swap agreements. The following table details the interest rate swaps committed to at the reportingbalance sheet date:

2014								2013
Principal value of loan outstanding '000		Rate received		Rate paid		Expiry date		Principal value of loan outstanding '000		Rate received		Rate paid		Expiry date
*£6,087 - £4,199		3 month Libor		Fixed 6.1%		9 July 2018		*6,469 - 4,199		3 month Libor		Fixed 6.1%		9 July 2018
*$307,808 - $244,667		3 month $ Libor		Fixed 1.308%		21 June 2018		—		—		—		—

---

*

The principal value of the interest rate swaps reduce due to anticipated loan repayments.

								2014
2015
								Principal value of loan outstanding '000
Principal value of loan outstanding '000		Rate received		Rate paid		Expiry date					Rate received		Rate paid		Expiry date
—		—		—		—			£6,087		3 month LIBOR		Fixed 6.1%		9 July 2018
$225,000		1 month $ LIBOR		Fixed 2.032%		30 June 2024		$	307,808		3 month $ LIBOR		Fixed 1.308%		21 June 2018

        As of 30 June 20142015 the fair value of these interest rate swaps was a liability of £1,098,000 (2013: £1,337,000)£111,000 (2014: liability of £1,098,000).

b)    Credit risk

        Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade and other receivables (excluding prepayments)—the maximum credit exposure is £182,065,000 (2013: £152,614,000)£233,104,000 (2014: £182,065,000). Management does not expect any material losses from non-performance by these counterparties.

        A substantial majority of the Group's Broadcasting revenue is derived from media contracts negotiated by the Premier League and UEFA with media distributors, and although the Premier League obtains guarantees to support certain of its media contracts, typically in the form of letters of credit issued by commercial banks, it remains the Group's single largest credit exposure. The Group derives Commercialcommercial and sponsorship revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors in respect of which the Group may manage its credit risk by seeking advance payments, installments and/or bank guarantees where appropriate. The substantial




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Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

majority of this revenue is derived from a limited number of sources. The Group is also exposed to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees are paid to the Group in installments. The Group tries to manage its credit risk with respect to those clubs by requiring payments in advance or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, the Group cannot ensure these efforts will eliminate its credit exposure to other clubs. A change in credit quality at one of the media broadcasters for the Premier League or UEFA, one of the Group's sponsors or a club to whom the Group has sold a player can increase the risk that such counterparty is unable or




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Notes to the consolidated financial statements (Continued)

31 Financial risk management (Continued)

unwilling to pay amounts owed to 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 £84,238,000 (2013: £33,475,000)£47,849,000 (2014: £84,238,000), £2,777,000 (2013: £7,913,000)£20,693,000 (2014: £2,777,000) relates to amounts receivable from various other football clubs in relation to player trading and £78,924,000 (2013: £17,259,000) relates to Commercial sponsorship.trading.

        As atof 30 June 2014,2015, trade receivables of £65,960,000 (2013: £27,135,000)£36,515,000 (2014: £65,960,000) 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 atof 30 June 2014,2015, trade receivables of £18,278,000 (2013: £6,340,000)£15,231,000 (2014: £18,278,000) 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:

		2014 £'000			2013 £'000
Up to 3 months past due			16,329			5,609
Over 3 months past due			1,949			731
​	​	​	​	​	​	​	​
			18,278			6,340
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

		2015 £'000			2014 £'000
Up to 3 months past due			9,619			16,329
Over 3 months past due			5,612			1,949
​	​	​	​	​	​	​	​
			15,231			18,278
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

        As atof 30 June 2014,2015, trade receivables of £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000) were impaired and provided for. The amount of the provision as at 30 June 20142015 was £4,759,000 (2013: £6,055,000)£3,897,000 (2014: £4,759,000). The individually impaired receivables largely relate to a transfer fee receivable of £2,147,000 (2013:£1,773,000 (2014: £2,147,000) due from one football club who have entered administration.club. The ageing of these receivables, based on due date, is as follows:

		2014 £'000			2013 £'000
Up to 3 months			156			1,053
Over 3 months			4,603			5,002
​	​	​	​	​	​	​	​
			4,759			6,055
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

		2015 £'000			2014 £'000
Up to 3 months			104			156
Over 3 months			3,793			4,603
​	​	​	​	​	​	​	​
			3,897			4,759
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

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

		2015 £'000			2014 £'000
Brought forward			4,759			6,055
Provision for receivables impairment			593			985
Receivables written off during the year as uncollectible			(16	)		(1,178	)
Unused amounts reversed			(1,439	)		(1,103	)
​	​	​	​	​	​	​	​
Carried forward			3,897			4,759
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​




Table of Contents


Notes to the consolidated financial statements (Continued)

3231 Financial risk management (Continued)

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

		2014 £'000			2013 £'000
Brought forward			6,055			2,586
Provision for receivables impairment			985			3,470
Receivables written off during the year as uncollectible			(1,178	)		(1	)
Unused amounts reversed			(1,103	)		—
​	​	​	​	​	​	​	​
Carried forward			4,759			6,055
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

c)b)    Liquidity risk

        The Group's policy is to maintain a balance of continuity of funding and flexibility through the use of secured term loan facilitys,facilities, 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 Directorsdirectors 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 23.24. Financing facilities have been agreed at appropriate levels having regard to the Group's operating cash flows and future development plans.

        Surplus cash held by the operating entities over and above that required for working capital management are invested by Group finance in interest bearing current accounts or money market deposits. At the reporting date,As of 30 June 2015, the Group held cash and cash equivalents of £66,365,000 (2013: £94,433,000)£155,752,000 (2014: £66,365,000).

        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 reportingbalance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted




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Notes to the consolidated financial statements (Continued)

3231 Financial risk management (Continued)

undiscounted cash flows including interest and therefore differs from the carrying amounts in the consolidated balance sheet.

		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)			93,837			21,918			21,702			—
Borrowings			29,363			29,387			350,863			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			123,200			51,305			372,565			—
Non-trading(2) and net settled derivative financial instruments:
cash outflow			3,566			3,369			5,527			—
cash inflow			—			—			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			126,766			54,674			378,092			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
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
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

		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)			118,898			43,104			6,753			—
Borrowings			16,418			16,442			51,637			512,682
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			135,316			59,546			58,390			512,682
Non-trading(2) and net settled derivative financial instruments:
cash outflow			3,321			3,318			9,904			16,483
​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2015			138,637			62,864			68,294			529,165
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trade and other payables excluding social security and other taxes(1)			93,837			21,918			21,702			—
Borrowings			29,363			29,387			350,863			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
			123,200			51,305			372,565			—
Non-trading(2) and net settled derivative financial instruments:
cash outflow			3,566			3,369			5,527			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
At 30 June 2014			126,766			54,674			378,092			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

(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 reportingbalance sheet date.

32.231.2 Capital risk management

        The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the debt and equity balance. Capital is calculated as "equity attributable to owners of the parent" as shown in the balance sheet plus net debt. Net debt is calculated as total borrowings (including "current and non-current borrowings" as shown in the balance sheet) less cash and cash equivalents and is used by management in monitoring the net indebtedness of the Group. A reconciliation of net debt is shown in note 23.24.

32.331.3 Fair value estimation

        The following table presents the financial instruments carried at fair value. The different levels used in measuring fair value have been defined as follows:

•

Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;






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Notes to the consolidated financial statements (Continued)

32 Financial risk management (Continued)

•

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);




Table of Contents



Notes to the consolidated financial statements (Continued)

31 Financial risk management (Continued)

•

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

		2014 £'000			2013 £'000
Assets
Derivative financial assets designated as cash flow hedges (note 17):
Forward foreign exchange contracts			—			260
Liabilities
Derivative financial liabilities designated as cash flow hedges (note 17):
Interest rate swaps			(148	)		—
Forward foreign exchange contracts			—			(29	)
Derivative financial liabilities at fair value through profit or loss (note 17):
Embedded foreign exchange derivatives			(1,320	)		—
Interest rate swaps			(950	)		(1,337	)
Forward foreign exchange contracts			(59	)		—
​	​	​	​	​	​	​	​
			(2,477	)		(1,106	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

		2015 £'000			2014 £'000
Assets
Derivative financial assets at fair value through profit or loss (note 18):
Embedded foreign exchange derivatives			27			—
Liabilities
Derivative financial liabilities designated as cash flow hedges (note 18):
Interest rate swaps			(111	)		(148	)
Derivative financial liabilities at fair value through profit or loss (note 18):
Embedded foreign exchange derivatives			(67	)		(1,320	)
Interest rate swaps			—			(950	)
Forward foreign exchange contracts			(5,557	)		(59	)
​	​	​	​	​	​	​	​
			(5,708	)		(2,477	)
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

        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 financial instruments detailed above are categorised as Level 2. Specific valuation techniques used include:

•

The fair value of forward foreign exchange contracts is determined using forward exchange rates at the reportingbalance sheet date, with the resulting value discounted back to present value;



•

The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;



•

The fair value of embedded foreign exchange derivatives is determined as the change in the fair value of the embedded derivative at the contract inception date and the fair value of the embedded derivative at the reportingbalance sheet date; the fair value of the embedded derivative is determined using forward exchange rates with the resulting value discounted to present value.

3332 Related party transactions

        As described in note 1.1, theThe immediate parent undertaking of Manchester United plc is Red Football LLC, a company incorporated in the state of Delaware. The ultimate parent undertaking and controlling party is Red Football Limited Partnership, a limited partnership formed in the state of Nevada, United States of America whose general partner is Red Football General Partner, Inc., a corporation formed in the state of Nevada, United States of America. Red Football Limited Partnership and Red Football General Partner, Inc. are controlled by family trusts affiliated with the Glazer family.

        Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family held an interest in the Group's US dollar denominated senior secured notes due 2017. The principal amount of the Group's senior secured notes due 2017 held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2015 was $nil (2014: $7.3 million). The US dollar denominated notes




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Notes to the consolidated financial statements (Continued)

3332 Related party transactions (Continued)

        Mr. Kevin Glazer, a director of the Company, and certain members of his immediate family hold an interest in the Group's US dollar denominated senior secured notes. The principal amount of the Group's senior secured notes held by Mr. Kevin Glazer and certain members of his immediate family as of 30 June 2014 was $7.3 million (2013: $7.3 million). The US dollar denominated notes attracthad a fixed coupon rate of 8.375%. Interest payable to Mr. Kevin Glazer and certain members of his immediate family during the year amounted to £372,000 (2013: £449,000; 2012: £558,000)£302,000 (2014: £372,000; 2013: £449,000) of which £146,000 (2013: £158,000; 2012: £233,000)£nil (2014: £146,000; 2013: £158,000) was accrued at the year end.

3433 Subsidiaries

        The following companies are the principal subsidiary undertakings of the Company as of 30 June 2013:2015:

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		Holding company		GBP 150,000,001		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		Commercial company		GBP 26,519,248		100% Ordinary
Manchester United Football ClubAlderley Urban Investments Limited		Professional football clubProperty investment		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 10,0002		100% Ordinary
Manchester United Commercial Enterprises (Ireland) Limited		Property investment		EUR 13		100% Ordinary
Alderley Urban InvestmentsManchester United Football Club Limited		Property investmentProfessional football club		GBP 21,008,546		100% Ordinary
Manchester United Interactive Limited		Media company		GBP 10,000		100% Ordinary
MU Commercial Holdings Limited		Holding company		GBP 100		100% Ordinary
MU Commercial Holdings Junior Limited		Holding company		GBP 100		100% Ordinary
MU Finance plc		Debt-holding company		GBP 15,000,000		100% Ordinary
MU RAML Limited		Retail and licensing company		GBP 100		100% Ordinary
MUTV Limited		Subscription TV channel		GBP 2,400		100% Ordinary

        All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and Manchester United Commercial Enterprises (Ireland) Limited which is incorporated and operates in Ireland. The registered office or principal executive office of all the above, with the exception of Manchester United Commercial Enterprises (Ireland) Limited, is Sir Matt Busby Way, Old Trafford, Manchester, M16 0RA, United Kingdom. The registered office of Manchester United Commercial Enterprises (Ireland) Limited is 4^th Floor, 8-34 Percy Place, Ballsbridge, Dublin 4, Republic of Ireland.




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35
Notes to the consolidated financial statements (Continued)

34 Events after the reportingbalance sheet date

35.134.1 Playing registrations

        The playing registrations of certain footballers have been disposed of, subsequent to 30 June 2014,2015, for total proceeds, net of associated costs, of £25,839,000.£53,363,000. The associated net book value was £7,911,000.£58,546,000.

        Subsequent to 30 June 20142015 the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £118,597,000.£107,856,000.

34.2 Dividends

        On 17 September 2015 our board of directors announced that it had approved the payment of a regular quarterly cash dividend on our outstanding Class A and Class B ordinary shares beginning in the first quarter of fiscal year 2016, with the first dividend of $0.045 per share payable on 15 October 2015 to holders of record of our Class A and Class B ordinary shares on 30 September 2015.

35 Additional information—Financial Statement Schedule I

        Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission ("SEC") Regulation S-X Rule 12-04(a), which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented, as the restricted net assets of Manchester United plc's consolidated subsidiaries as of 30 June 2015 exceeded the 25% threshold.

        As of 30 June 2015, the Group had total borrowings of £411.0 million. The Group's new revolving credit facility, the secured term loan facility and the note purchase agreement governing the 2027 Notes, contain restricted payment covenants. The restricted payment covenants allow dividends in certain circumstances, including to the extent dividends do not exceed 50% of the cumulative consolidated net income of Red Football Limited and its restricted subsidiaries, provided there is no event of default and Red Football Limited is able to meet the principal and interest payments on its debt under a fixed charge coverage test. As of 30 June 2015, the Group was in compliance with all covenants in relation to borrowings.

        Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.

        The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.

        As of 30 June 2015, 2014 and 2013 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

        During the years ended 30 June 2015, 2014 and 2013, £nil cash dividends were declared and paid by the Company.




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Notes to the consolidated financial statements (Continued)

35 Events after the reporting dateAdditional information—Financial Statement Schedule I (Continued)

35.2 Secondary offeringCondensed income statement of the Company

		Year ended 30 June
		2015 £'000			2014 £'000			2013 £'000
Revenue			—			—			—
Operating expenses			(144	)		(682	)		(85	)
Exceptional items(1)			(1,089	)		—			246,184
​	​	​	​	​	​	​	​	​	​	​
Operating (loss)/profit			(1,233	)		(682	)		246,099
Finance costs			—			(15	)		(1,062	)
​	​	​	​	​	​	​	​	​	​	​
(Loss)/profit on ordinary activities before tax			(1,233	)		(697	)		245,037
Tax expense			—			—			—
​	​	​	​	​	​	​	​	​	​	​
(Loss)/profit for the year			(1,233	)		(697	)		245,037
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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(1)

Exceptional items comprise:

		Year ended 30 June
		2015 £'000			2014 £'000			2013 £'000
Professional adviser fees relating to public offer of shares			(1,089	)		—			(3,816	)
Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited, both of which are subsidiary undertakings of the Company			—			—			250,000
​	​	​	​	​	​	​	​	​	​	​
			(1,089	)		—			246,184
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        There were no items of other comprehensive loss or income in the years ended 30 June 2015, 2014 or 2013 and therefore no statement of comprehensive income has been presented.




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        On 5 August 2014 we announced the pricing of a public offering of 12,000,000 of our Class A Ordinary Shares by our controlling shareholder, Red Football LLC, at a price
Notes to the public of $17.00 per share. We did not receive any proceeds from the sale of these shares.consolidated financial statements (Continued)

35.3 Borrowings—secured term loan facility35 Additional information—Financial Statement Schedule I (Continued)

        On 11 August 2014 the Group re-negotiated the termsCondensed balance sheet of the secured term loan facility. The outstanding principal amountCompany

		As of 30 June
		2015 £'000			2014 £'000
ASSETS
Non-current assets
Investment in subsidiaries			319,265			319,265
​	​	​	​	​	​	​	​
			319,265			319,265
​	​	​	​	​	​	​	​
Current assets
Cash and cash equivalents			224			206
​	​	​	​	​	​	​	​
			224			206
​	​	​	​	​	​	​	​
Total assets			319,489			319,471
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
EQUITY AND LIABILITIES
Equity
Share capital			52			52
Share premium			68,822			68,822
Retained earnings			246,429			246,310
​	​	​	​	​	​	​	​
			315,303			315,184
​	​	​	​	​	​	​	​
Current liabilities
Other payables			4,186			4,287
​	​	​	​	​	​	​	​
			4,186			4,287
​	​	​	​	​	​	​	​
Total equity and liabilities			319,489			319,471
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​




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Notes to the consolidated financial statements (Continued)

35 Additional information—Financial Statement Schedule I (Continued)

Condensed statement of changes in equity of the loan was increased by $7,892,500Company

		Share capital £'000			Share premium £'000			Retained earnings £'000			Total equity £'000
Balance at 1 July 2012			50			25			—			75
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Profit for the year			—			—			245,037			245,037
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive income for the year			—			—			245,037			245,037
Equity-settled share based payments			—			—			832			832
Proceeds from issue of shares			2			70,256			—			70,258
Expenses directly attributable to issue of shares			—			(1,459	)		—			(1,459	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at 30 June 2013			52			68,822			245,869			314,743
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss for the year			—			—			(697	)		(697	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive loss for the year			—			—			(697	)		(697	)
Equity-settled share based payments			—			—			1,138			1,138
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at 30 June 2014			52			68,822			246,310			315,184
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss for the year			—			—			(1,233	)		(1,233	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total comprehensive loss for the year			—			—			(1,233	)		(1,233	)
Equity-settled share based payments			—			—			1,352			1,352
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at 30 June 2015			52			68,822			246,429			315,303
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​




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Notes to the original principal amountconsolidated financial statements (Continued)

35 Additional information—Financial Statement Schedule I (Continued)

Condensed statement of $315,700,000. The Group continues to have the option to repay the loan at any time, however, scheduled repayments are no longer required. The remaining balancecash flows of the loan is now repayable on 8 August 2019. All other terms ofCompany

		Year ended 30 June
		2015 £'000			2014 £'000			2013 £'000
Cash flows from operating activities
(Loss)/profit on ordinary activities before tax			(1,233	)		(697	)		245,037
Net finance costs			—			15			1,062
Profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited			—			—			(250,000	)
Decrease in other receivables			—			—			75
Increase in other payables			1,251			671			5,586
​	​	​	​	​	​	​	​	​	​	​
Cash generated from/(used in) operations			18			(11	)		1,760
Interest paid			—			(15	)		(1,062	)
​	​	​	​	​	​	​	​	​	​	​
Net cash generated from/(used in) operating activities			18			(26	)		698
​	​	​	​	​	​	​	​	​	​	​
Cash flows from investing activities
Capital contribution into subsidiary			—			—			(69,265	)
​	​	​	​	​	​	​	​	​	​	​
Net cash used in investing activities			—			—			(69,265	)
​	​	​	​	​	​	​	​	​	​	​
Cash flows from financing activities
Proceeds from issue of shares			—			—			70,258
Expenses directly attributable to issue of shares			—			—			(1,459	)
​	​	​	​	​	​	​	​	​	​	​
Net cash generated from/(used in) financing activities			—			—			68,799
​	​	​	​	​	​	​	​	​	​	​
Net increase/(decrease) in cash and cash equivalents			18			(26	)		232
Cash and cash equivalents at beginning of year			206			232			—
​	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents at end of year			224			206			232
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        The following reconciliations are provided as additional information to satisfy the loan remain unchanged.

35.4 Agreement with adidas

        In July 2014 the Group announced a 10-year agreement with adidas with respect to global technical sponsorship and dual-branded licensing rights, beginning with the 2015/16 season. The minimum guarantee payable by adidas is equal to £750 million over the 10-year term of the agreement, or an average of £75 million per year, though actual cash payments per year will vary, subject to certain adjustments. Payments due in a particular year may increase if the first team wins the Premier League, FA Cup or Champions League, or decrease if the first team fails to participate in the Champions LeagueSchedule I SEC requirements for two or more consecutive seasons starting with the 2015/16 season, with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for that year. If the first team fails to participate in the Champions League for two or more consecutive seasons, then the reduction is applied as from the year in which the second consecutive season of non-participation falls. In the event of a reduction in any year due to the failure to participate in the Champions League for two or more consecutive seasons, the payments revert back to the original terms upon the first-team participating again in the Champions League. Any increase or decrease in a particular year would have the effect of increasing or decreasing the minimum guarantee amount of £750 million payable over the 10-year term of the agreement.parent-only financial information

		Year ended 30 June
		2015 £'000			2014 £'000			2013 £'000
IFRS (loss)/profit reconciliation:
Parent only—IFRS (loss)/profit for the year			(1,233	)		(697	)		245,037
Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited			—			—			(250,000	)
Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost			338			24,532			151,382
​	​	​	​	​	​	​	​	​	​	​
Consolidated IFRS (loss)/profit for the year			(895	)		23,835			146,419
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
IFRS equity reconciliation:
Parent only—IFRS equity			315,303			315,184			314,743
Elimination of profit on disposal of shareholding in Red Football Shareholder Limited to Red Football Holdings Limited			—			—			(250,000	)
Additional profit if subsidiaries had been accounted for on the equity method of accounting as opposed to cost			162,615			183,466			383,217
​	​	​	​	​	​	​	​	​	​	​
Consolidated—IFRS equity			477,918			498,650			447,960
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​




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SIGNATURES


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

		Manchester United plc (Registrant)
Date: 2715 October 20142015		By:		/s/ EDWARD WOODWARD
				Name:		Edward Woodward
				Title:		Executive Vice Chairman

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EXHIBITS


	1.1		Amended and Restated Memorandum and Articles of Association of Manchester United plc dated as of 8 August 2012 (included as Exhibit 3.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).
	2.1		Specimen Ordinary Share Certificate of Manchester United plc (included as Exhibit 4.1 to our Registration Statement on Form F-1/A (File No. 333-182535), filed with the SEC on 30 July 2012, as amended).
	2.2		Indenture, dated 29 January 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 29 January 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 19 May 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 (included as Exhibit 4.3 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 24 October 2013).
	4.44.2		Amendment and Restatement Agreement relating to the Secured Term Facility, dated 11 August 2014, between Red Football Limited and Bank of America, N.A., as Agent and Original Lender (included as Exhibit 4.1 to our Report on Form 6-K (File No. 001-35627), filed with the SEC on 12 August 2014).
	4.3		Amendment and Restatement Agreement relating to the Secured Term Facility, dated 15 May 2015, among Red Football Limited, Bank of America, N.A., as Original Agent, and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.1 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.4		Revolving Facilities Agreement, dated 22 May 2015, among Red Football Limited, MU Finance plc, the guarantors party thereto, Bank of America, N.A., as Arranger, the Original Lenders named therein, and Bank of America Merrill Lynch International Limited, as Agent and Security Trustee (included as Exhibit 10.2 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.5		Note Purchase Agreement, dated 27 May 2015, among MU Finance plc, the guarantors party thereto, the purchasers listed therein and the Bank of New York Mellon, as Paying Agent (included as Exhibit 4.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.6		Term Facility Amendment Letter, dated 26 June 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender (included as Exhibit 10.3 to our Registration Statement on Form F-3 (File No. 333-206985), filed with the SEC on 17 September 2015).
	4.7		Second Term Facility Amendment Letter, dated 11 September 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender.
	4.8		Revolving Facilities Amendment Letter, dated 7 October 2015, between Red Football Limited and Bank of America Merrill Lynch International Limited, as Agent and Lender.
	4.9		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).
	4.64.10		Premier League Handbook, Season 2014/15.
	4.7		Premier League Handbook, Season 2013/1415 (included as Exhibit 4.54.6 to our Annual Report on Form 20-F (File No. 001-35627), filed with the SEC on 2427 October 2013)2014).
	4.11		Premier League Handbook, Season 2015/16.
	8.1		List of significant subsidiaries (included in note 3433 to our audited consolidated financial statements included in this Annual Report).
	12.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

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	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.

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