Paul Quinn|  CWTE Limited  |  

24 September 2026

Primary source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), including audited consolidated financial statements (auditor: PricewaterhouseCoopers LLP, Manchester). Derived metrics are my analysis and are identified as such. This report does not constitute investment advice

2025 Manchester United PLC Form 20f

Summary

This report is a review of Manchester United plc’s annual report on Form 20-F for the financial year ended 30 June 2025 (FY2025), the first full year under the INEOS-led football and operational management that followed the Trawlers Transaction of February 2024. It is written for a board-level and regulatory readership, with specific sections addressed to supporters and to the Independent Football Regulator (IFR). All figures are taken from the audited consolidated financial statements and narrative sections of the filing unless explicitly stated otherwise; derived metrics are marked as such and their methodology is set out in Section 15.

The headline narrative presented by the club is one of cost discipline: the pre-tax loss fell from £130.7m to £39.7m, employee costs fell by £51.5m and wages-to-revenue dropped to 47.0%. 

That narrative is accurate as far as it goes, but it is materially incomplete. Beneath the improved loss sits a business that consumed £202.0m of free cash flow in a single year, finished the year with net current liabilities of £466.4m, relied on shareholder equity and revolving credit to fund its squad rebuild, and had drawn £265m of its £350m revolving facility by 11 September 2025, the point in the annual cycle when cash is ordinarily at its highest.

Headline financial figures

The table below sets out the principal reported figures for the three years presented in the filing, alongside derived metrics. Derived figures (marked †) are my calculations from reported line items.

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Items 5.A, 5.B and Notes 4-9, 24, 25, 27. † My analysis. FY2023 other operating expenses derived as residual.

Three features stand out. First, revenue was essentially flat: the growth in Commercial and Matchday was almost exactly offset by the £48.8m fall in Broadcasting following a 15th-place Premier League finish and Europa League (rather than Champions League) participation. Second, the improvement in profitability was driven by cost reduction and finance-line movements rather than by revenue. Third, every absolute measure of indebtedness and liquidity deteriorated even as the income statement improved.

Revenue analysis

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Note 4.1.

Commercial: the e-commerce gross-up

Commercial revenue rose 10.0% to £333.3m, the first material growth in this sector in three years. However, the composition of that growth requires scrutiny. The filing attributes the £19.7m increase in retail revenue “primarily” to the launch of the new e-commerce model in partnership with SCAYLE. Moving e-commerce in-house means the club now records gross retail sales as revenue and bears the associated cost of goods, fulfillment and platform costs directly.

Note 5 discloses that “Retail, merchandising and e-commerce costs” rose from £11.5m to £36.6m, an increase of £25.1m. Note 18 shows inventories expensed rose from £13.0m to £38.7m, and closing inventory rose from £3.5m to £13.1m. The incremental revenue from the new model was therefore more than consumed by incremental costs in its first year of operation.

Sponsorship: stagnation in nominal terms

Sponsorship revenue of £188.4m was up £10.6m on FY2024, attributed to the first season of the Qualcomm (Snapdragon) front-of-shirt deal. But the five-year sponsorship chart in Item 4 shows FY2025 remains below FY2023 (£189.5m), so the new shirt deal has only restored revenue to where it stood two years earlier, and in real terms sponsorship has declined. Tezos, named as training-kit partner for 2024/25, does not appear in the sponsor list dated 15 August 2025, and the filing does not explain whether that relationship has ended or been replaced.

Two further credit-quality signals deserve attention. 

Note 30.1(b) shows the provision for impaired trade receivables almost doubled from £11.0m to £20.4m, driven by £9.5m of “receivables offset against contract liabilities – deferred revenue”. In substance, amounts invoiced to counterparties in advance, but not paid and considered irrecoverable, have been provided for in full. The prior year also recorded a £12.2m write-off, including amounts “immediately written off as part of a contract variation signed with a commercial partner”. The counterparties are not named. Two consecutive years of material commercial-counterparty impairments indicate that some partners are either renegotiating or failing to pay.

Broadcasting: the cost of 15th place

Domestic broadcasting fell £25.6m to £136.1m, reflecting the 15th-place finish (the club’s lowest top-flight finish since the 1973/74 relegation season) and associated merit and facility-fee reductions. European revenue fell £22.7m to £31.1m. The Europa League run to the final (lost to Tottenham Hotspur in Bilbao on 21 May 2025) delivered prize money well below Champions League levels: under the distribution table disclosed in Item 4, the maximum Europa League performance pot is €32.8m against €111.4m for the Champions League, before market-pool and value-pillar payments. The filing itself does not refer to the final or its consequences, which is a notable omission given that winning the competition would have delivered Champions League qualification.

Customer concentration remains significant: the Premier League accounted for 21.2% of revenue (FY2023: 27.5%) and adidas 13.2%. The declining Premier League share is a function of weak sporting results rather than diversification.

Matchday: volume and price

Matchday revenue rose 16.9% to £160.3m. The filing attributes this to five additional home matches and “strong demand for our hospitality offering”. The additional fixtures came from the extended Europa League league-phase format and a deep knockout run. The filing does not break down the contribution from pricing, but public reporting during the season covered the club’s ticket-pricing changes, including the introduction of a flat £66 price for remaining general-admission tickets in November 2024. Supporters will note that a meaningful part of matchday growth was delivered by volume that will not recur in 2025/26, when there is no European football at Old Trafford.

Cost base and restructuring

Employee costs

Employee benefit expenses before exceptional items fell by £51.5m (14.1%) to £313.3m, and the wages-to-revenue ratio fell from 55.1% to 47.0%, the lowest level in the three years presented. The filing attributes the reduction to Europa rather than Champions League participation (which removes contractual bonuses and uplifts), changes in squad composition, and reduced non-playing staff costs. Including termination benefits recognised within exceptional items (£34.6m), total employee cost was £347.8m, or 52.2% of revenue.

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Note 7.1.

The scale of the reduction is striking. Permanent headcount fell by 18.2% in a single year, with the deepest cuts in media (26.1%) and commercial (24.1%) functions. Cutting commercial headcount by almost a quarter in the same year as sponsorship revenue remained below its FY2023 level is a strategic choice that carries risk: the filing’s own strategy section emphasises “a proactive approach to identifying, securing and supporting sponsors, including expanding our sponsorship team”. The two statements sit uneasily together.

Exceptional items

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Note 6.

Exceptional costs totalled £84.4m across two years. FY2025 costs relate to two redundancy programmes and the departure of former head coach Erik ten Hag “and various members of football and senior staff”. The filing does not itemise individual settlements. Public reporting during the year covered the departure of sporting director Dan Ashworth in December 2024, a matter of months after his appointment, following protracted compensation negotiations with Newcastle United; the costs of that episode are, on the filing’s description, likely to sit within the £16.9m loss-of-office figure, but the filing does not confirm the amount.

Key management remuneration

Key management compensation (directors, executive and non-executive) totalled £7.9m (FY2024: £11.0m, which included £5.7m of termination benefits). Short-term employee benefits, however, rose 128% from £2.9m to £6.7m. This reflects the arrival of a new executive team on market-rate terms, but it sits awkwardly alongside a cost-reduction programme that removed over 200 permanent roles. The filing discloses no individual executive remuneration, which as a foreign private issuer the club is not required to provide.

Other operating costs

Other operating expenses rose £21.0m (14.1%) to £170.4m, almost entirely explained by the £25.1m increase in retail and e-commerce costs discussed in Section 3.1. Stripping that out, underlying other operating costs fell by around £4m, with travel and entertaining down £4.9m and legal, professional and consultancy fees down £3.1m. External matchday costs rose £4.0m, consistent with the additional home fixtures.

Profitability: Reported versus underlying

The reported pre-tax loss of £39.7m is the product of several items that are either non-recurring, non-cash, or dependent on player trading. The bridge below isolates them.

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Notes 6, 8, 9. † My analysis.

On this basis, the improvement in underlying performance was around £32m to £44m, not the £91m implied by the headline pre-tax result. The FX gain arises because sterling strengthened from $1.2643 to $1.3709 over the year, reducing the sterling value of the $367.5m of dollar borrowings that are not designated in a hedge relationship. That gain is unrealised, will reverse if sterling weakens, and says nothing about operating performance. The £11.4m of hedge ineffectiveness income is unusually large (FY2024: £0.8m) and the filing offers no explanation of its source.

Tax

The income tax credit of £6.6m arises almost entirely from recognising further deferred tax assets on trading losses. The UK net deferred tax asset rose to £24.9m, underpinned by £87.0m of recognised loss-related assets. Note 17 states that recognition relies on “base case” forecasts including “Broadcasting revenue assumptions around improved performance in domestic and UEFA club competitions, notably the Premier League and the UEFA Champions League”. Given that the club will play no European football in 2025/26, the continued recognition of these assets rests on a forecast of sporting recovery that the club’s recent results do not support. A further £97.3m of US deferred tax assets remains unrecognised.

Separately, the club has a £10.2m provision for “player related tax matters” (up from £7.3m) and discloses active discussions with HMRC “over a number of tax areas in relation to arrangements with players and players’ representatives”. The club invokes IAS 37’s exemption that the usual disclosures are “not practicable” to provide. Given sector-wide HMRC focus on image rights and intermediary payments, this is an exposure of genuine interest to regulators and should be treated as unquantified rather than immaterial.

Player registrations and transfer economics

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Note 16, Consolidated statement of cash flows, Item 5.B.

FY2025 saw the highest net cash spend on registrations in the five years disclosed: £229.1m, against £154.0m in FY2024, £123.9m in FY2023, £79.9m in FY2022 and £91.9m in FY2021. The five-year average of £135.8m per year compares with average cash generated from operations of c.£118m over FY2023-FY2025. In other words, the club has been spending more on players, in cash, than its operations generate before interest, tax and capital expenditure. That is the core structural imbalance in the accounts.

The registrations balance of £537.3m will generate £194.9m of amortisation in FY2026 (per Note 16), before the effect of post-year-end signings. Note 33 records £167.8m of post-year-end acquisitions and extensions, with payments due over four years. The men’s squad list in Item 4 (dated 5 September 2025) names Matheus Cunha, Bryan Mbeumo, Benjamin Šeško and Senne Lammens among the newest additions; Cunha appears to have been acquired within FY2025, the others after year-end. Post-year-end disposals generated £55.4m of proceeds (net book value £31.7m), plus £20.3m of sell-on and contingent receipts.

Profit on disposal

Profit on disposal of £48.7m came principally from the sales of Scott McTominay (Napoli), Aaron Wan-Bissaka (West Ham United), Mason Greenwood (Olympique de Marseille) and Hannibal Mejbri (Burnley). These are predominantly academy graduates with low or nil book value, which is why the profit is close to proceeds. The club’s reliance on academy sales to generate trading profit is significant for PSR and SCR purposes, because pure profit on homegrown players is among the most efficient ways to create compliance headroom.

The transfer credit chain

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Notes 19, 24, 30.1, 31.1. † Derived.

Contingent liabilities have also grown, to a maximum of £135.8m, of which £117.2m relates to appearance, team-success and new-contract conditions. As these conditions are triggered, they flow onto the balance sheet as additional cost of registration and additional amortisation. The auditor identified the estimation of contingent consideration as a critical audit matter.

Cash flow and liquidity

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Consolidated statement of cash flows. † Derived.

Free cash outflow more than doubled to £202.0m. The funding came from two sources: the second tranche of INEOS’s equity commitment ($100m, £80.0m sterling), and a net £130.0m drawdown on revolving facilities. Over FY2024 and FY2025 combined, INEOS’s $300m primary subscription (£238.5m) and additional net borrowing of £60m have financed a cumulative free cash outflow of £287.5m. When the Trawlers Transaction was announced in December 2023, the $300m was publicly described as being intended to enable future investment in Old Trafford infrastructure. The cash flow statement shows the money has, in practice, been absorbed by general operating and squad requirements, with the notable exception of the £42.7m Carrington first-team facility.

Working capital and the revolving facility

Net current liabilities widened from £317.7m to £466.4m. Current liabilities of £750.4m include £205.5m of deferred revenue (season tickets and sponsorship received in advance), £359.2m of trade and other payables, and £165.1m of current borrowings (the drawn revolver plus accrued interest). A structural current-liability position is normal for a football club with season-ticket receipts in advance, but the deterioration of £148.7m in a single year is not.

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Notes 25, 33; Item 5.B.

Contractual maturity profile

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Note 30.1(c).

More than £1.03bn of contractual cash outflows fell due within two years of the balance sheet date. The concentration of £341.9m of borrowing cash flows in years one to two reflects the June 2027 maturity of the $425m senior secured notes. At the date of the filing, no refinancing of those notes had been announced. (That maturity was subsequently addressed in the club’s June 2026 refinancing, which is the subject of separate analysis by The Esk and is outside the scope of this FY2025 review.)

Debt and capital structure

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Note 25, Item 5.B.

All three facilities are secured against substantially all of the assets of the principal operating and holding subsidiaries, including £211.1m of pledged property, plant and equipment, which encompasses Old Trafford and Carrington. The debt sits within Red Football Limited and its subsidiaries, the corporate structure established for the Glazer family’s 2005 leveraged acquisition. The £421.5m of goodwill on the balance sheet, the single largest asset, is itself a residue of that transaction.

Leverage metrics

Source: My analysis from Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025).

Headline leverage improved marginally only because EBITDA rose; absolute indebtedness on every measure increased. At a net leverage ratio of around 3.0x, the term loan and new revolving facility margins sit in the middle (1.50%) tier of their ratchet; a move above 3.5x would lift pricing to 1.75%. The facility-level definition of the leverage ratio is not disclosed, so this is indicative only.

Foreign exchange exposure

The club’s $650m of dollar debt is partly hedged: $32.5m by dollar cash and $250m by designated future dollar revenues (up from $172.5m), leaving $367.5m unhedged. Unhedged translation gains and losses go straight to the income statement, which is why FY2025 benefited from a £22.9m gain. Note 30.1 discloses that a 10% weakening of sterling against the dollar would reduce equity and post-tax profit by £40.2m. For a club whose revenues are overwhelmingly sterling-denominated, this is a sizeable structural exposure created by the choice to borrow in dollars.

The refinancing arithmetic

The notes carry a fixed 3.79% coupon arranged in a far lower-rate environment. By way of illustration only, refinancing the sterling equivalent of $425m (c.£310m at the year-end rate) at an all-in cost of 6.5% would add around £8.4m a year to interest costs. The actual terms achieved in June 2026 should be substituted for this assumption when assessing the ongoing cost of capital.

Balance sheet quality

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Consolidated balance sheet. † Derived.

Total equity rose to £193.7m only because £80.0m of new shares were issued; the retained deficit widened by £32.4m. Excluding goodwill and other non-player intangibles, the club has negative equity of £235.4m. Goodwill has been tested for impairment using a pre-tax discount rate of 11.3% and a terminal growth rate of 2.0%, with management stating that the recoverable amount “substantially exceeds” the carrying value even under more prudent assumptions on European qualification. Given the scale of the brand, that conclusion is credible, but the 20-F does not disclose the headroom figure.

Property, plant and equipment increased by £36.2m, driven by £42.0m of assets under construction for the Carrington first-team facility (opened August 2025). Old Trafford itself received only £13.1m of capital expenditure, and contracted capital commitments at year-end were just £13.3m. The investment properties have a fair value of £40.9m against a book value of £19.4m.

Regulatory compliance: PSR, UEFA and cost controls

Premier League Profitability and Sustainability Rules

The Premier League PSR permits aggregate adjusted pre-tax losses of up to £105m over a rolling three-year period, provided the owners guarantee funding above £15m. The club states that its March 2025 submission, based on audited FY2023 and FY2024 results and a forecast for FY2025, demonstrated compliance.

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Consolidated statement of profit or loss, Note 5. † Derived; allowable deductions beyond depreciation not disclosed in the filing.

After depreciation, the club needs at least £50.6m of further allowable deductions (academy, women’s football and community expenditure, and any other permitted exclusions) across the three years to reach the £105m ceiling. Those deductions are plausible for a club of Manchester United’s size and infrastructure, and the club asserts compliance, but none of them is quantified in the 20-F. The FY2024 loss is the critical year: it remains inside the rolling window for the FY2024-FY2026 assessment, meaning FY2026 would need to be close to break-even on an adjusted basis. The £34.6m of FY2024 Trawlers transaction costs were incurred in the plc, outside the UK tax net; whether the Premier League treats such owner-transaction costs as allowable is not addressed.

UEFA Financial Sustainability Regulations and squad cost ratios

Under UEFA’s rules, squad costs (player and head-coach wages, amortisation and agent fees) are capped at 70% of adjusted revenue plus player-trading profit from calendar year 2025. Manchester United will not be subject to UEFA monitoring for 2025/26 because it did not qualify for European competition. A crude proxy for the ratio, using total employee costs (including non-football staff) plus amortisation, divided by revenue plus profit on disposal, gives 71.3% for FY2025 (FY2024: 79.4%). Because the proxy includes all non-playing staff, the true UEFA ratio will be materially lower, and on this evidence the club would have sat within the 70% threshold with room to spare.

Domestically, and outside the scope of the filing, Premier League clubs voted in November 2025 to replace PSR with a squad cost ratio framework from 2026/27, set at 85% of relevant revenue. On the proxy above, the club enters that regime with headroom; the bigger constraint going forward is cash, not ratios.

 The Independent Football Regulator

The 20-F acknowledges that the Football Governance Bill received Royal Assent in July 2025 and that the regulator’s creation “could result in new restrictions and requirements for our business”, including cost controls, minimum governance standards and revised owner and director tests. The risk-factor disclosure is generic; it does not consider how the club’s specific features (a Cayman Islands holding company, a US listing, dual-class shares, secured debt against the stadium, and a contractual drag-along between shareholders) might interact with IFR licensing conditions. Section 14 addresses these from a regulatory perspective.

Ownership and governance

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Items 6.E, 7.A, Note 34. † Derived on 172.4m shares outstanding (ex. treasury).

The Glazer family retains control of Manchester United through the Class B shares, which carry ten votes each and, for special resolutions, a weighted 67% of voting power. With just under half of the economic interest, the family controls over two-thirds of the votes, nominates the majority of the board, and occupies six of twelve board seats. Two directors (John Reece and Rob Nevin) are INEOS nominees; the CFO, Roger Bell, is a former long-serving INEOS executive. Only two directors are classed as independent. As a foreign private issuer, the club relies on exemptions from NYSE governance standards, including on board independence.

The governance agreement: dates that matter

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025), Items 6.A, 7.B, 8.A.

Related parties

The only related party transaction disclosed, other than executive employment agreements and the INEOS share subscription, is £4,700 of services received for nil consideration from INEOS Automotive Limited. No management fees, secondment charges or cost recharges between INEOS and the club are disclosed. It is widely reported that senior INEOS personnel have been closely involved in the club’s operations since 2024. If any of that involvement is provided at no charge to the club, the club’s cost base is understated relative to the true cost of its management. The filing gives no indication either way, and the matter would warrant clarification from a regulator assessing the true cost of running the club and the extent of shareholder support.

On 18 December 2024, Trawlers Limited (solely owned by Sir Jim Ratcliffe) transferred its entire shareholding to INEOS Limited (co-owned by Sir Jim Ratcliffe, Andrew Currie and John Reece) for consideration of $1,546,061,321. The transfer moved the stake from a personal vehicle to the INEOS group, bringing the INEOS co-owners into beneficial ownership. Sir Jim Ratcliffe does not sit on the plc board.

Disclosure anomalies and contentious items

The following items are drawn directly from the text of the filing. None individually is material to the audit opinion, which is unqualified, and PwC also concluded that internal control over financial reporting was effective. Collectively, however, they indicate a standard of narrative disclosure below what investors and regulators should expect of a listed club.

Source: Manchester United plc, Form 20-F for the year ended 30 June 2025 (filed 18 September 2025).

What this means for Manchester United supporters

Regulatory perspective: Issues for the Independent Football Regulator

Viewed through the lens of the IFR’s statutory objectives of financial sustainability, systemic resilience and heritage protection, the FY2025 20-F raises the following supervisory questions. They are framed as the questions a regulator would reasonably put to the club, not as findings of non-compliance.

Systemic dimension

Manchester United’s balance sheet connects to the wider football economy through three channels: its transfer creditors (predominantly continental clubs owed over £300m in euros), its UK bank syndicate (Bank of America, NatWest, Santander and HSBC), and HMRC. None of these exposures is individually systemic, but the club’s scale means that stress at Manchester United would propagate across European transfer markets more than stress at almost any other English club. The growth of vendor-financed transfer debt, invisible in conventional net-debt measures, is a sector-wide phenomenon that this filing illustrates particularly clearly.

Outlook, methodology and caveats

FY2026 outlook implied by the filing

• Revenue: loss of European broadcasting and matchday income, a £10m adidas deduction, and the higher value of the new Premier League domestic and international cycles. The net effect depends heavily on league position.
• Costs: a full-year benefit from the headcount reductions, offset by a larger wage bill for the 2025 summer signings and a base amortisation charge of £194.9m to £200.8m before new additions.
• Finance costs: higher interest from a revolver drawn to £265m, continued discount unwinding on transfer payables, and FX volatility on $367.5m of unhedged debt.
• Cash: further registration payments of up to £167.8m for post-year-end signings (spread over four years), partially offset by £55.4m of disposal proceeds and £20.3m of sell-on receipts.

Methodology

• All primary figures are taken from the audited consolidated financial statements and the narrative sections of the Form 20-F. Figures are presented in £m, rounded to one decimal place; minor differences arise from rounding.
• Adjusted EBITDA follows the covenant definition in Note 25: operating loss before profit on disposal of intangibles, plus depreciation, amortisation and exceptional items. The covenant excludes IFRS 16; the impact is immaterial (c.£1m) and has not been adjusted.
• Free cash flow is net cash from operating activities, less payments for property, plant and equipment and intangible assets, plus proceeds from sale of intangible assets.
• Net transfer payables are transfer fees payable (Note 24) less transfer fees receivable (Note 19), both on the discounted carrying basis. FY2024 net transfer payables use the same basis (£331.4m less £59.8m).
• Economic interest is calculated on 172,428,859 shares outstanding (excluding treasury shares) as stated in Item 7.A.
• The squad cost proxy uses total employee costs, which include non-playing staff, and therefore overstates the true regulatory ratio.

Caveats and data limitations

• The 20-F does not disclose the PSR adjusted result or its components; the PSR analysis is indicative and cannot confirm or refute compliance.

• The filing does not name the counterparties to impaired receivables, the individual players behind post-year-end transactions, or individual executive remuneration.

• Context not drawn from the filing (the Europa League final, ticket pricing, the new-stadium announcement, the Ashworth departure, the Premier League’s November 2025 SCR decision) is based on public reporting and is identified as such in the text.

• This report reflects the FY2025 filing (period to 30 June 2025, filed 18 September 2025). Manchester United ordinarily files its annual report in mid-to-late September; if the FY2026 20-F has been published, it should be read alongside this review, and the observations here on FY2026 outlook, refinancing and liquidity should be updated against actual outcomes.

• The refinancing illustration in Section 8.3 uses an assumed 6.5% all-in cost and is not a forecast.

Derived metrics are my analysis and are identified as such. This report does not constitute investment advice