Accounts & Annual Reports.

Key Figures

Parent entity

Manchester United plc

Cayman Islands · NYSE: MANU

UK operating entity

MUFC Ltd

Co. no. 00095489 · est. 1878

Glazer voting control (pre-INEOS)

~97%

69% shares · 10× Class B votes

Amortisation charge FY2025

£196.4M

Non-cash · largest P&L item

Unamortised balance (Sep 2025)

£624.1M

Future P&L charges committed

FX swing Q1 FY2026

£30.0M

On unhedged $650M USD debt

Overview

Manchester United's publicly listed parent entity is Manchester United plc, incorporated in the Cayman Islands on 30 April 2012 and listed on the New York Stock Exchange under the ticker MANU.¹ As a foreign private issuer, the company files an annual Form 20-F with the US Securities and Exchange Commission but does not file quarterly 10-Q reports.² The fiscal year ends on 30 June, a convention maintained consistently throughout the Glazer ownership period.

The principal UK operating entity is Manchester United Football Club Limited, incorporated in 1878 (company number 00095489), registered at Old Trafford.³ Red Football Limited (company number 05370076) was incorporated on 18 February 2005 as the acquisition vehicle for the Glazer family's leveraged buyout.⁴

Corporate Structure and Dual-Class Shares

The corporate structure employs a dual-class share arrangement. Class A ordinary shares are publicly traded on the NYSE. Class B ordinary shares, retained by the Glazer family, carry ten votes per share against one vote per Class A share. Prior to the INEOS transaction in February 2024, the Glazers held approximately 69% of total shares but controlled approximately 97% of combined voting power.⁵ In August 2017, Red Football LLC distributed all Class B shares equally among the six Glazer siblings.⁶

This structure classified Manchester United as a "controlled company" under NYSE listing rules, exempting it from governance requirements that would otherwise mandate a majority-independent board and a fully independent remuneration committee.⁷

IFRS Reporting and Key Accounting Policies

Manchester United prepares its consolidated financial statements in accordance with IFRS as issued by the IASB. The company explicitly states that its financial statements are not prepared in accordance with US GAAP, and unlike many NYSE-listed foreign companies, it provides no US GAAP reconciliation.⁸

Player registrations are treated as intangible assets under IAS 38, capitalised and amortised on a straight-line basis over contract length.⁹ Academy-developed players cannot be capitalised, creating an asymmetry: purchased players appear as assets; home-grown players do not, regardless of economic value. As of 30 June 2025, the unamortised balance of player registrations stood at £537.3 million, rising to £624.1 million by 30 September 2025.¹⁰ Annual amortisation expense for FY2025 was £196.4 million.¹¹

Contingent transfer payments are recognised at present value when the contingency is assessed as probable (greater than 50% likelihood).⁹ The adoption of IFRS 15 in 2018 required comparative restatements affecting the timing of revenue recognition from sponsorship and broadcasting contracts.¹²

Adjusted EBITDA and Alternative Performance Metrics

The company's principal alternative performance metric is Adjusted EBITDA, defined as profit or loss before depreciation and impairment, amortisation, profit on disposal of intangible assets, exceptional items, net finance costs, and tax.¹³ The company explicitly states that Adjusted EBITDA is not a uniformly or legally defined financial measure, is not a substitute for IFRS measures, and may not be comparable to similarly titled measures used by other companies.¹³

The company also presents an Adjusted profit measure, which strips out foreign exchange gains or losses on unhedged USD borrowings and fair value movements on embedded FX derivatives, then applies a normalised 21% tax rate rather than the actual charge.¹⁴

Foreign Exchange Effects

Manchester United's functional currency is pounds sterling, but a significant portion of its borrowings are denominated in US dollars - $425 million in senior secured notes and $225 million in a term loan.¹⁵ Movements in the GBP/USD rate affect the sterling value of these liabilities when translated, generating foreign exchange gains or losses that flow through the income statement.

The magnitude of these effects can be substantial. In Q1 FY2026 (July–September 2025), the company reported net finance costs of £21.4 million compared to net finance income of £8.6 million in the prior year quarter - a swing of £30.0 million driven largely by FX movements on unhedged USD borrowings.¹⁶

Disclosure Timeline and Emerging Growth Status

From 2012 to 2017, Manchester United qualified as an "emerging growth company" under the US JOBS Act, permitting reduced disclosure requirements including exemptions from certain executive compensation disclosures.¹⁷ The company lost this status upon exceeding $1.0 billion in annual revenue. The UK operating subsidiaries file annual accounts with Companies House under the Companies Act, typically published in September.

Summary

Manchester United's reporting structure reflects its dual identity: a Cayman Islands-incorporated NYSE-listed entity filing IFRS accounts, operating through a UK football club established in 1878. The dual-class share arrangement has maintained Glazer family voting control at approximately 97% despite holding approximately 69% of total shares. The gap between Adjusted EBITDA and statutory reported results - driven principally by player amortisation and FX-sensitive finance costs - is a recurring feature of the accounts that the company itself cautions should not be treated as a substitute for IFRS measures.