Ed Woodward - Executive Vice Chairman & Director Michael Bolingbroke - COO

Amanda Sigouin - Jefferies & Company, Inc. Michael Senno - Credit Suisse Brian Russo - Deutsche Bank Securities Inc. Michael Nathanson - Nomura Securities International, Inc. Bryan Goldberg - Bank of America Merrill Lynch

Good morning ladies and gentlemen and thank you for standing by. Welcome to the Manchester United PLC Third Quarter Fiscal 2013 Earnings Conference Call. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time for you to queue up the questions. (Operator Instructions) I’d like to remind everyone that this conference call is being recorded. Before we begin, we would like to inform everyone that this conference call will include estimates, and forward-looking statements which are subject to various risks and uncertainties that could cause actual results to differ materially from these statements. Any such estimates or forward-looking statements should be considered in conjunction with a cautionary note in our earnings release regarding forward-looking statements and risk factor discussions in our filings with the SEC. Manchester United PLC assumes no obligation to update any of the estimates or forward-looking statements. I’ll now turn the conference over to Ed Woodward, Executive Vice Chairman of Manchester United. Please go ahead sir.

Thank you very much. And thank you everybody for joining us this morning. With me on the call today as usual are Michael Bolingbroke, Chief Operating Officer and Hemen Tseayo, Head of Corporate Finance. Third quarter was highlighted by strong revenue gains in each of our three key business areas, Commercial, Broadcasting, and Matchday, which in total grew by more than 29% over the prior quarter to a record £91 million for the quarter. This strong top line performance translated into a 23% improvement and adjusted EBITDA £25 million, also a record third quarter. Like the first half of the fiscal year, our [grades was fueled by the Sponsorship business. Overall commercial revenues were up 32% in the quarter and 28% year-to-date while Sponsorship itself rose 52% in the quarter and 43% year-to-date. Since our last earnings call we signed three new regional sponsorship deals, gloops, which is our first social gaming agreement and two financial service agreements, one with Ekspres Bank, in Denmark and the other with BIDV, in Vietnam. We also announced Aon has agreed to sponsor our Training Kit for the next eight years to replace DHL from July. We are delighted they will be continuing in partnership with us for this duration and in a much greater capacity than just Training Kit. It will also include renaming Carrington as Aon Training Complex. They will also service a lease sponsor for our summer tours over the life of the contract. This further evidences the innovative strategy of segmenting our rights in a way that generates value to both our partners and to our business. On the field it was also a strong quarter. The team – the first team went on an exceptional run culminating winning the Premier League with four games left to play. So warm congratulations to Sir Alex Ferguson, his staff and all the players another successful campaign and a record 20th English League Title. I would also like to take this moment to congratulate David Gill, he was – we previously announced, who will be stepping down from his duties as CEO of Manchester United at the end of the season, after more than 16 years of excellent service to the club. David will continue his long association with the club by joining the Football Club Board which includes amongst others, Sir Alex Ferguson and Sir Bobby Charlton. From this position David will continue to provide his insight to the Management and the Board, in particular regarding football matches. As we also announced, I will be taking over the football club responsibilities and Richard Arnold, our Commercial Director will take on the role of Group Managing Director with consolidated responsibilities for all business operations, including venue. Michael Bolingbroke will join the main Board and become Chairman of the Foundation. I will now hand over to Michael.

Thanks, Ed, and good morning, everyone. Now I’m going to review our third quarter 2013 financial results and I will also provide the relevant comparisons with the same period 12 months ago and I will give you explanations as well as to any material movements. And then I’m going to hand back to Ed, and he will review our guidance for fiscal ’13 and then we will open up the call for questions as he mentioned. Now just as a reminder and I’m sure you’re all aware of this, we account from July 1, each year through to June 30 of the following year. This follows the pattern of our playing season. So when I refer to fiscal ’13 for example, I’m referring to the year-end June 30, 2013. This report I’m glad to give you therefore covers the period Jan 1, 2013 to March 31, 2013. Please also bear in mind that looking at our business on a quarterly basis and in particular comparing quarters from different years can sometimes be misleading due to the timings, the timing differences of various of our games. And of course unless I mention otherwise, all figures I’m about to give you are in UK pound sterling. So from a high level, I would just first of all like to reinforce what Ed has said. This third quarter was another quarter with strong results from the club. And the key metrics that underscored that are as follows: first of all, total revenue was at £91.7 million, a significant increase on the £70.8 million in the equivalent quarter last year. That is an increase of a shade under 30%, an increase of 29.5%. Our operating profit for the quarter finished at £15.2 million and that compares to £6.3 million in fiscal ’12 that is an increase of 141%. And our net income was £3.6 million, which compares to net income of £1.1 million in the third quarter of fiscal ’12 and this net income figure is net of a £6.8 million tax credit, which is offset by a significantly higher finance cost charge of £18.3 million. Now both of these are predominantly non-cash moments, but I will take a moment to explain them to you later. So let's first of all look at our revenue of £91.7 million and this is most easily done by looking at each of the three sectors, Commercial, Broadcast, and Matchday. So looking first at Commercial revenue, that for the quarter increased by 31.9% to £36 million. And all three components of Commercial revenue showed increases. Firstly, Sponsorship revenue 52.2% to £21 million. That was due to the addition of new global and regional partnerships and to the step ups in some of our existing deals. These figures also of course include recognition of the pre-sponsorship payments under our new shirt deal with General Motors. Secondly, we have Retail, Merchandising, Apparel and Product Licensing revenue and this increased 10% to £9.2 million. This increase is a result of an uplift in the recognized amount of surplus profit, that's currently being generated through our joint-venture with Nike. And finally we have our new media and mobile revenue and that increased 13.7% to £5.8 million. And that is as a result of the devastation of new mobile partnerships and also step ups in existing deals. So let's take a moment now to move to Broadcast revenues. For the third quarter, Broadcast revenues increased 28.4% to £21.7 million and that is due to progress in the champions league round of 16, which compares to the same period last year when following elimination from the Champions League at the group stages, we participated for two rounds in the (indiscernible) Europa League. We also benefited from a higher payout from the performance element of the market pool, which was triggered by a better performance relative to the other English clubs that applies to the Champions League. Finally, I just want to touch on Matchday revenues. For the quarter, these increased 27.8% to £34 million. And that's mainly due to progress in the FA Cup with four home games in the quarter compared to two away games in the prior-year quarter. Now although gate revenue for the FA cup matches is shared, the size of our stadium and the fact that we progressed to the quarter-finals with two replays resulted in a material revenue uplift for us. So moving down to operating expenses, these totaled £79 million for the quarter, and increase of 18.8% on a cost of £66.5 million in the previous year. There are three key elements here that need to be highlighted. Firstly, player and staff compensation totaled £44.9 million, and that’s an increase of 25% over the prior-year period. And this is primarily due to new player signings, contractual player wage increases and also the growth in our commercial headcount. The second area that’s worth noting is that other operating expenses increased by 50% to £21.8 million, and that’s primarily due to an increase in gate share costs, catering costs and police and security costs. Now these are variable costs associated with the four FA cup home games that we played in the quarter that I mentioned earlier. So they’re related to that increase in revenue from Matchday revenues. And of course we played no home games in the same period last year in the FA cup. And the third and final issue that’s worth noting is the amortization of players’ registrations for the quarter increased 7.2% year-on-year to £10.4 million. The unamortized balance of existing players’ registrations at the end of the quarter was £126.5 million. So after taking account of the above and also £2.5 million for the aggregates of profit on disposals of players’ registrations and also conditional payments received on behalf of players sold in prior periods, we generated an operating profit in the third quarter of £15.2 million, which is I mentioned earlier compared to £6.3 million in the same period a year-ago. That’s an increase of 141%. Now as I mentioned earlier, net finance costs for the quarter totaled £18.3 million. That is an increase of £14.8 million on the prior-year period due primarily to a net unfavorable unrealized FX swing of £15.8 million on the translation of the Group’s U.S. dollar denominations through senior secured notes, and also our U.S. dollar cash balances at the quarter end compared to 12 months ago. Now as detailed on prior earnings calls, these foreign exchange gains or losses are not a cash benefit or a cash charge and could reverse depending on dollar sterling exchange rate movements. And any gain or loss on a cumulative basis will not be realized until 2017 or indeed earlier if our senior secured notes are refinanced or redeemed price of their stated maturity. Now this was partially offset by a reduction in interest payable of a £1 million following the repurchase on retirement earlier in the fiscal year of US$101.7 million denominated notes. Now with regards to the tax line, the Group recorded a non-cash tax credit for the third quarter of £6.7 million. The credit reflects managements better revised and best estimate of the effective tax rate for the year, which we now feel is at 38%, lower than the rate we estimated on the 31st December 2012. The effective tax rate for the year is higher than the U.S. statutory rate of 35%, primarily due to a current mismatch in the recognition of UK and U.S. deferred tax assets and liabilities. Now the most important thing here is, which should be noted that these are all non-cash tax charges – non-cash. In the prior-year third quarter, the Group recorded a tax charge of £1.7 million. So to summarize the overall position, total revenue £91.7 million, operating profit £15.2 million, net income at £3.6 million. Finally and crucially for our business adjusted EBITDA which is the measure we use to monitor ongoing operations, finished at £25 million and that compares to £20.4 million in the prior-year. So, an increase of 22.5%. Basic earnings per share for the quarter were 2p based on an average weighted diluted share count of 163.8 million and that compares with an EPS of 1p based on an average weighted diluted share count of 155.4 million in the prior-year quarter. So turning briefly to cash flow and balance sheet movements, at the end of the third quarter, our cash balance stood at £36.2 million and we had no outstanding borrowings on our £75 million revolving credit facility. Cash used in operating activities was £23.6 million over the three months period and that was a minor decrease of £0.7 million compared to the prior-year. Net capital expenditures on property, plants and equipment for the quarter were £1.3 million consisting mainly of ongoing investments in the team’s training facilities at Carrington due to be re-designated as the Aon Training Complex. This represents a decrease of £0.3 million from the same period a year-ago. The facility improvements were completed in the second quarter and final payments should be made in the fourth quarter. Net player capital expenditure for the third quarter was £1.4 million, and that’s an increase of £2.3 million compared to the £0.9 million net inflow in the prior-year quarter. This consists of outflows relating to existing players and inflows from players disposed in this and prior years. In the third quarter the Group acquired the remaining third of the issue – the issued share capital of MUTV Limited for a purchase consideration, including transaction costs of £2.7 million. The Group now holds a 100% of the issued share capital of MUTV Limited. Net cash used in financing activities for the quarter was £7.2 million, that’s an increase of £7.1 million from the £100,000 cash used in the prior quarter. The current year quarter includes £4.4 million of repayments of loan stock issued to the former minority shareholder of MUTV Limited. And lastly, as of March 31, 2013, our total borrowings were £367.6 million and compares with £423.3 million at March 31, 2012. That’s a decrease of 13.2% and that follows the September 2012 repurchase and retirement of £62.6 million of our senior secured notes with the proceeds from our IPO. I’ll now turn the call back to Ed for closing comments.

Thank you, Michael. So, once again delighted with results, the performance of the team, the growing strength of our brand and the excitement generated by the Premier League on a global basis continues to deliver new opportunities across our business. Even taking into account the negative impact of exit from the Champions League, one round earlier than we assumed and winning the Premier League, we’re continuing with the same guidance level as revenue of £350 million to £360 million and EBITDA of £107 million to £110 million. As we head towards the start of fiscal ’14, our top priority is strengthening the squad to ensure best position, successful runs in all the major competitions next season, at the same time; we focus on accelerating the pace of our commercial expansion. Obviously the retail merchandizing and apparel portion is dependent on the timing of the potential new deal with Nike. So with pretty more resources in place to pursue the (indiscernible) sponsorship opportunities that we believe exist globally and better support the upcoming launch of our new digital media offering. This includes additional sales and support staff, as well as a new Director of Media who will start with us this month, and comes with a vast depth of experience in sports media, from Universal Sports and 11 years at FOX. We have also hired Samanta Stewart from Wynn Resorts as our Head of IR to compliment the current team which is being led to date by Brendon Frey support by ICR. Operator, we’re now ready to take questions. But I’d like to again remind everyone as we enter the transfer window where there’ll be inevitably huge speculation. I won't be commenting on football contracts. Thank you.

Thank you. (Operator Instructions) And the first question comes from the line of Randy Konik of Jefferies. Please proceed. Amanda Sigouin - Jefferies & Company, Inc.: Hi, this is Amanda Sigouin on for Randy. First just wanted to get any update on the Nike deal now that we’re a few months into the exclusive negotiating window, just want to see if it seems like still reasonable to think that this, a new deal could start in the 2013, ’14 season. And then just second, I wanted to ask on the financial services segment, seems to have really good momentum with new deals there. I was wondering if you could elaborate a little bit on how – where this business is today, I think it's in 12 countries and kind of where you think it could ultimately be. And also just how are the margins of those financial services deals, how do they compare to the commercial segment overall? Thanks.

Okay. There really isn’t an update on the first point with regard to our retail and merchandizing apparel business. There are a number of outcomes here which could impact numbers in fiscal ’14, fiscal ’15 or even as far as of fiscal ’16, so we can’t update and wouldn’t update at this stage until we get to the point where there is some news. So, I am not going to have explained before and nor I’m not going to be giving some piecemeal feedback on the process. But on the second question, financial services you’re actually right we’ve got excellent momentum in this category. We’re current going to a number of countries in the Middle East and other areas of the world other than obviously the East Asian countries that we’ve started in. The size of these deals is smaller as I’ve guided before from a minimum guarantee perspective typically compared to a normal regional deal, but we do get revenue share. We get a share of interest payments and retail spend, and we also get the CRM data. So there is an element of sowing seeds in this part of the business to brighten the future. And as a result the margin’s was high off relatively low numbers. So, I think you should watch this quarter-by-quarter, year-by-year and in the coming two, three years we’ll see some meaningful feedback coming out of that from a financial perspective. Amanda Sigouin - Jefferies & Company, Inc.: Great. And just a follow-up on the CRM database; do you know roughly the size of how big that is from the financial services deals now? Thanks.

Well the CRM database overall is over £30 million now. So, it's growing at a phenomenal rate. I think we mentioned, if I recall correctly £25 million on the last call. So, it's going extremely well. Amanda Sigouin - Jefferies & Company, Inc.: Thank you.

Thank you for your question. Your next question comes from the line of Michael Senno from Credit Suisse. Please proceed. Michael Senno - Credit Suisse: Good morning, just two quick questions. One, just to provide some context on the global and regional sponsorships, can you remind us in the process where you are on how many categories overall you think there’s an opportunity in and if there’s an update on how many you envision pursuing on a global basis and how many on the regional basis? And then one more housekeeping type question; in the other OpEx slide would you be able to remind us of roughly the percentage that is variable versus fixed overhead in that one?

Sure. So, third question I'll answer firstly. The global and regional mix; I think we’ve tried to cover this question in different ways in the past. The reality is, the number of categories we believe can go up to a comfortable sort of 94 in terms of categories that we can delineate and go after to do deal’s. I don’t believe we’ll ever get to that level partly because of the regional opportunity. So, a number of the categories get dropped into regional and therefore proceed on that basis. And then you’ve seen we have announced deals in a number of categories. We started in mobile. We have moved into financial services. We have moved into soft drinks, tyres. There are other ones coming that we’re going to be announcing. You can see we have got a social media deal in one country as well. So, there are increasing number of regional deals but we’re still going after a huge number of global categories, because there are a large number of them and we only have 13, 14 of those in place as we sit here today. So the opportunity remains huge, at some point the rates of -- growth of global will slow down and be replaced by even more accelerate growth in regional, that’s our expectation, but that’s a long way out.

It's Michael Bolingbroke. Your second question was about the variable and fixed cost split. And as stated in the earnings release the total OpEx in costs are £21.8 million, and the split between fixed and variable is basically 50-50 in that. And the increase that I talked about from the quarter in the prior-year to this quarter is nearly all on the variable cost line and that relates directly to the increase in Matchday revenue. So, in other words the variable cost increase is because we host it more FA Cup games. So, you’ll see we take the extra revenues about £8 million in revenue and then it's about £6 million in costs. Michael Senno - Credit Suisse: Okay. Thank you very much.

Thank you, Michael.

Thank you for your question. Your next question comes from the line of Brian Russo from Deutsche Bank. Please proceed. Brian Russo - Deutsche Bank Securities Inc.: Hi, thank you. The team’s performance in the Premier League was obviously a topnotch but the Champions League results were a little bit disappointing. As you look into next year do you feel there’s a need to further invest in the team in order to advance further in the Champions League or was it more just a question of luck and the same teams just easily go further next year without any meaningful changes? Thanks.

Yeah, I mean I don’t believe there is a need for meaningful investment in the squads, there is incredible depth. I think we can put two first teams out with 11 internationals in each. So, we’re -- as we said we’re a long way ahead in the Premier League. It's been a phenomenal season. We obviously were knocked out of the Champions League. I wouldn’t necessarily describe it as luck, but clearly things could have gone our way differently in that game, and we could have gone through to the next round and possibly beyond. So, I wouldn’t expect that to be a need for major retooling of the squad. We have got a fantastic depth in terms of experience and age, and I think that’s key. We’ve got a young squad and each of those are a year older, when you compare ourselves to last summer. So we’re very comfortable with the makeup of the team and the squad. Brian Russo - Deutsche Bank Securities Inc.: Perfect. Thanks.

Thank you for your question. (Operator Instructions) And your next question comes from the line of Michael Nathanson from Nomura. Please proceed. Michael Nathanson - Nomura Securities International, Inc.: Thanks. I have two housekeeping and then one philosophical question. On housekeeping on the Aon deal, [ph] it's an eight year deal it's been reported, the range in the press is somewhere between £120 million or £180 million. I wonder if you can – [shall obtain] the range on the underlying value of that deal, and then how do you think about the inflation of that deal in terms of is it front end loaded, is it natural over the life of the contracts or anymore help on that deal will be great.

We won't be commenting on the size of that deal as we flagged before. We’re respectful of our partners and we haven't set (indiscernible) in the past with regard to saying the size of individual deals. We will talk to the cumulated numbers in our results. But I can say that there is an element of inflation within it. Each year as you go forward it's higher than the previous and slightly lower in the first year. You got to remember in the first year they are also on the shirt, so that’s for next season ’13, ’14 Aon remains on that shirt, so there’s an overlap of right for that year. So you’ll see a greater step up if you like from year one to year two, but I’m not going to give you anymore further detail on that I’m afraid, Michael. Michael Nathanson - Nomura Securities International, Inc.: Okay. And then I have just one, what about – we’re going to hear about the international portion of the Premiership TV contracts. We thought it would be up by now. Is there any more comments you can share about the growth rate on the international side of that TV contract?

Yeah, I am afraid it's still at the point where the last few contracts are still being done, and so we’re bound not to be able say anything in that regard, I’m afraid. Michael Nathanson - Nomura Securities International, Inc.: Okay. Then let me see if you can answer my last question. I guess, philosophically on the Champions League, in the States we have teams like the Yankees and Patriots who get to the finals very often and don’t win. And I wondered within your mind is there a greater chance, do you think it's better for franchise values to get further in Champions League, than what you’ve done recently. Is that something that, do you think is a priority for maybe you’ve been driving further commercial revenues for the enterprise going further in competitions or how do you think about that as a franchise value?

Yeah, I mean, I think there is obviously a benefit of going all the way to the final and winning it. It creates a lot of excitement, a lot of focus. A lot of people watch that final. I think when we played Barcelona a few years ago it was about 300 million people, more than double at Super Bowl. But we don’t believe and we don’t take this up from the business all the different strands of business. We don’t believe there is an impact, a tangible impact if we get knocked out early. I mean last year we got knocked out as you’re aware in the group stage, we didn’t even get to the knockout phase after Christmas, but our business continued to grow strongly. We still had huge demand for our merchandise, for our sponsorship, and for our media product. So we don’t -- perhaps get into final when you can do special shirt there might be a little increase there, but we don’t think there’s a meaningful difference between being knocked out in the semifinals versus being knocked out in the last 16. We’ve not experienced that. Michael Nathanson - Nomura Securities International, Inc.: Okay. Thanks.

Thank you.

Thank you. Your next question comes from the line of (indiscernible) from Jefferies. Please proceed.

Thank you, good morning. You maintained the EBITDA guidance despite being knocked out of the Champions League probably around earlier than you thought you might be. What was the EBITDA impact of that against your expectation? Please.

Okay. Sorry, knocked out of the Champions League?

Yeah.

About £4 million.

Thank you.

Thank you.

Thank you so much indeed. Your next question comes from the line of Bryan Goldberg from Bank of America Merrill Lynch. Please proceed. Bryan Goldberg - Bank of America Merrill Lynch: Hi, thanks, just a couple of quick ones. On MUTV I recognize it's fairly small right now, but it seems media is, new media is relatively under exploited part of your opportunity. So now that you have focused ownership of the asset, could you just remind us what more could you do with it now or what we could expect with MUTV in fiscal ’14?

Yeah, we can do a huge lot more with it, that’s why we purchased the portion from Sky. We believe there are two clear opportunities ahead for us. One is to continue to sell MUTV as a linear product. There’s a huge portion for the world that still devours a lot of television in a linear manner. And then secondly, is the digital media piece of it and we’ve talked (indiscernible) including 3D IPO ratio about the opportunities that we see out there from a digital media perspective where we can use that content, [at the spot] content, our unique content in a way that not many people can. The new age of digital media has shortened the gap between us the content generator and as [fan] base, the consumer. And that really is something that we’ll be very focused on in the future. Both of those we believe will add growth to the bottom line starting probably in calendar ’14. We brought in a new addition, the new Head of Media rather so a Director of Media. They start this month and will pick up the plans and continue to work with them and the team that’s in place today. And I think in the next couple of calls we’ll be able to give you a bit more color as to the actual, more detail about the product, more detail about the go to market plan and indeed some guidance around when we might see revenues and profits coming through in that regard. Bryan Goldberg - Bank of America Merrill Lynch: Okay, thanks. And then just a follow-up on the Aon deal; as far as all the exposure elements of the deal, you talked about the timing of the shirt exposure overlap, but all the stuff like the training ground exposure and the touring exposure, does all that begin in fiscal ’14 for Aon?

It does, it does all start from the 1st. So the contract from a right package perspective starts on the 1st of July, there is just an overlap to the first year, because it will exist in the existing shirt deal. All of the rights within that eight year deal they will start enjoying the benefit out from the 1st of July. Bryan Goldberg - Bank of America Merrill Lynch: Okay, thanks. And then finally, just I guess, more housekeeping on the fiscal fourth quarter. I know it's seasonally light in the Matchday segment and broadcasting and the commercial elements appear largely contractual at this point. So, are there any other kind of onetime events that might or true-up payments perhaps from the broadcasting fees that might be flowing through in your fiscal fourth quarter?

No, I mean we don’t expect there to be anything major coming through there, no surprises. But you're right there are always true-ups coming through. So, we’ll be reporting on those in September. Bryan Goldberg - Bank of America Merrill Lynch: Okay. Thank you very much.

Thank you for your questions, ladies and gentlemen. I would now like to turn the call over to Ed Woodward for the closing remarks.

Thank you very much for your time, and we’ll look forward to speaking to you about the full-year and the Q4 in September. Thank you.

Thank you very much for joining today’s call ladies and gentlemen. That concludes your presentation. You may now disconnect. Have a good day.