UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-5231
McDONALD’S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
One McDonald’s Plaza
Oak Brook, Illinois
(Address of principal executive offices)
36-2361282
(I.R.S. Employer
Identification No.)
60523
(Zip code)
Registrant’s telephone number, including area code: (630) 623-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, $.01 par value
Name of each exchange
on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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
No
for the past 90 days. Yes
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 during the preceding 12 months (or for such shorter period that the registrant was required
No
to submit and post such files). Yes
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
No
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
(do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2015 was $89,518,453,614.
The number of shares outstanding of the registrant’s common stock as of January 31, 2016 was 901,607,888.
DOCUMENTS INCORPORATED BY REFERENCE
No
Part III of this Form 10-K incorporates information by reference from the registrant’s 2016 definitive proxy statement, which will be filed no later than 120 days after
December 31, 2015.
McDONALD’S CORPORATION
INDEX
Page reference
Part I.
Part II.
Part III.
Part IV.
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Additional Item Executive Officers of the Registrant
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors and Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 10
Item 11
Item 12
Item 13
Item 14
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits
All trademarks used herein are the property of their respective owners.
1
3
7
7
8
8
9
10
12
13
29
29
51
51
51
51
51
51
52
52
52
55
PART I
ITEM 1. Business
McDonald’s Corporation, the registrant, together with its sub-
sidiaries, is referred to herein as the “Company.”
a. General
Through June 30, 2015, the Company was managed as distinct
geographic segments, comprised of the U.S., Europe, Asia/Pacific,
Middle East and Africa ("APMEA") and Other Countries &
Corporate, which included Canada and Latin America. Beginning
July 1, 2015, McDonald’s started operating under a new
organizational structure that combines markets with similar
characteristics and opportunities for growth. Information about the
Company's new segments is provided in the Overview section of
Management's Discussion and Analysis of Financial Condition and
Results of Operations in Part II, Item 7, page 13 of this Form 10-K.
b. Financial information about segments
Segment data for the years ended December 31, 2015, 2014, and
2013 are included in Part II, Item 8, page 44 of this Form 10-K.
c. Narrative description of business
General
The Company operates and franchises McDonald’s restaurants,
which serve a locally-relevant menu of quality food and drinks sold
at various price points in more than 100 countries. McDonald’s
global system is comprised of both Company-owned and
franchised restaurants. McDonald’s franchised restaurants are
owned and operated under one of the following structures -
conventional franchise, developmental license or affiliate. The
optimal ownership structure for an individual restaurant, trading
area or market (country) is based on a variety of factors, including
the availability of individuals with the entrepreneurial experience
and financial resources, as well as the local legal and regulatory
environment in critical areas such as property ownership and
franchising. We continually review our mix of Company-owned and
franchised restaurants to help optimize overall performance, with a
goal to be 95% franchised over the long term. The business
relationship between McDonald’s and its independent franchisees
is of fundamental importance to overall performance and to the
McDonald’s Brand. This business relationship is supported by an
agreement that requires adherence to standards and policies
essential to protecting our brand.
The Company is primarily a franchisor, with more than 80% of
McDonald's restaurants owned and operated by independent
franchisees. Franchising enables an individual to own a restaurant
business and maintain control over staffing, purchasing, marketing
and pricing decisions, while also benefiting from the strength of
McDonald’s global brand, operating system and financial
resources. One of the strengths of this model is that the expertise
gained from operating Company-owned restaurants allows
McDonald’s to improve the operations and success of all
restaurants while innovations from franchisees can be tested and,
when viable, efficiently implemented across relevant restaurants.
Directly operating McDonald’s restaurants contributes
significantly to our ability to act as a credible franchisor. Having
Company-owned restaurants provides Company personnel with a
venue for restaurant operations training experience. In addition, in
our Company-owned and operated restaurants, and in
collaboration with franchisees, we are able to further develop and
refine operating standards, marketing concepts and product and
pricing strategies that will ultimately benefit relevant McDonald’s
restaurants.
Under a conventional franchise arrangement, the Company
owns the land and building or secures a long-term lease for the
restaurant location and the franchisee pays for equipment, signs,
seating and décor. The Company believes that ownership of real
estate, combined with the co-investment by franchisees, enables
us to achieve restaurant performance levels that are among the
highest in the industry.
Franchisees are also responsible for reinvesting capital in
their businesses over time. In addition, to accelerate
implementation of certain initiatives, the Company frequently co-
invests with franchisees to fund improvements to their restaurants
or their operating systems. These investments, developed with
input from McDonald’s with the aim of improving local business
performance, increase the value of our Brand through the
development of modernized, more attractive and higher revenue
generating restaurants.
The Company’s typical franchise term is 20 years. The
Company requires franchisees to meet rigorous standards and
generally does not work with passive investors. The business
relationship with franchisees is designed to assure consistency
and high quality at all McDonald’s restaurants. Conventional
franchisees contribute to the Company’s revenue through the
payment of rent and royalties based upon a percent of sales, with
specified minimum rent payments, along with initial fees paid upon
the opening of a new restaurant or grant of a new franchise. This
structure enables McDonald’s to generate significant levels of
cash flow.
Under a developmental license arrangement, licensees
provide capital for the entire business, including the real estate
interest. The Company does not invest any capital under a
developmental license arrangement. The Company receives a
royalty based upon a percent of sales as well as initial fees upon
the opening of a new restaurant or grant of a new license. We use
the developmental license ownership structure in over 70
countries with a total of approximately 5,500 restaurants. The
largest developmental licensee operates approximately 2,100
restaurants in 19 countries in Latin America and the Caribbean.
Finally, the Company also has an equity investment in a
limited number of foreign affiliated markets, referred to as
“affiliates.” In these markets, the Company receives a royalty
based on a percent of sales and records its share of net results in
Equity in earnings of unconsolidated affiliates. The largest of these
affiliates is Japan, where there are nearly 3,000 restaurants.
Supply Chain and Quality Assurance
The Company and its franchisees purchase food, packaging,
equipment and other goods from numerous independent
suppliers. The Company has established and enforces high quality
standards and product specifications. The Company has quality
centers around the world designed to ensure that its high
standards are consistently met. The quality assurance process not
only involves ongoing product reviews, but also on-site supplier
visits. A Food Safety Advisory Council, composed of the
Company’s technical, safety and supply chain specialists, as well
as suppliers and outside academia, provides strategic global
leadership for all aspects of food safety. In addition, the Company
works closely with suppliers to encourage innovation, assure best
practices and drive continuous improvement. Leveraging scale,
supply chain infrastructure and risk management strategies, the
Company also collaborates with suppliers toward a goal of
achieving competitive, predictable food and paper costs over the
long term.
Independently owned and operated distribution centers,
approved by the Company, distribute products and supplies to
McDonald’s restaurants. In addition, restaurant personnel are
trained in the proper storage, handling and preparation of
products.
McDonald's Corporation 2015 Annual Report 1
Products
McDonald’s restaurants offer a substantially uniform menu,
although there are geographic variations to suit local consumer
preferences and tastes. In addition, McDonald’s tests new
products on an ongoing basis.
McDonald’s menu includes hamburgers and cheeseburgers,
Big Mac, Quarter Pounder with Cheese, Filet-O-Fish, several
chicken sandwiches, Chicken McNuggets, wraps, french fries,
salads, oatmeal, shakes, McFlurry desserts, sundaes, soft serve
cones, pies, soft drinks, coffee, McCafé beverages and other
beverages. In addition, the restaurants sell a variety of other
products during limited-time promotions.
McDonald’s restaurants in the U.S. and many international
markets offer a full or limited breakfast menu. Breakfast offerings
may include Egg McMuffin, Sausage McMuffin with Egg,
McGriddles, biscuit and bagel sandwiches and hotcakes.
Quality, choice and nutrition are increasingly important to our
customers and we are continuously evolving our menu to meet our
customers' needs.
Marketing
McDonald’s global brand is well known. Marketing, promotional
and public relations activities are designed to promote McDonald’s
brand and differentiate the Company from competitors. Marketing
and promotional efforts focus on value, quality, food taste, menu
choice, nutrition, convenience and the customer experience.
In measuring the Company’s competitive position,
management reviews data compiled by Euromonitor International,
a leading source of market data with respect to the global
restaurant industry. The Company’s primary competition, which is
referred to as the informal eating out ("IEO") segment, includes
the following restaurant categories defined by Euromonitor
International: quick-service eating establishments, casual dining
full-service restaurants, street stalls or kiosks, cafés,100% home
delivery/takeaway providers, specialist coffee shops, self-service
cafeterias and juice/smoothie bars. The IEO segment excludes
establishments that primarily serve alcohol and full-service
restaurants other than casual dining.
Based on data from Euromonitor International, the global IEO
segment was composed of approximately 8 million outlets and
generated $1.2 trillion in annual sales in 2014, the most recent
year for which data is available. McDonald’s Systemwide 2014
restaurant business accounted for 0.5% of those outlets and 7.2%
of the sales.
Management also on occasion benchmarks McDonald’s
against the entire restaurant industry, including the IEO segment
defined above and all other full-service restaurants. Based on data
from Euromonitor International, the restaurant industry was
composed of approximately 17 million outlets and generated $2.4
trillion in annual sales in 2014. McDonald’s Systemwide restaurant
business accounted for 0.2% of those outlets and 3.6% of the
sales.
Intellectual property
Research and development
The Company operates research and development facilities in the
U.S., Europe and Asia. While research and development activities
are important to the Company’s business, these expenditures are
not material. Independent suppliers also conduct research
activities that benefit the Company, its franchisees and suppliers
(collectively referred to as the "System").
Environmental matters
The Company continuously endeavors to improve its social
responsibility and environmental practices to achieve long-term
sustainability, which benefits McDonald’s and the communities it
serves.
Increased focus by U.S. and overseas governmental
authorities on environmental matters is likely to lead to new
governmental initiatives, particularly in the area of climate change.
While we cannot predict the precise nature of these initiatives, we
expect that they may impact our business both directly and
indirectly. Although the impact would likely vary by world region
and/or market, we believe that adoption of new regulations may
increase costs for the Company. Also, there is a possibility that
governmental initiatives, or actual or perceived effects of changes
in weather patterns, climate, or water resources could have a
direct impact on the operations of the System in ways which we
cannot predict at this time.
The Company monitors developments related to
environmental matters and plans to respond to governmental
initiatives in a timely and appropriate manner. At this time, the
Company has already begun to undertake its own initiatives
relating to preservation of the environment, including the
implementation of more energy efficient equipment and
management of energy use and more sustainable sourcing
practices in many of its markets.
The Company owns or is licensed to use valuable intellectual
property including trademarks, service marks, patents, copyrights,
trade secrets and other proprietary information. The Company
considers the trademarks “McDonald’s” and “The Golden Arches
Logo” to be of material importance to its business. Depending on
the jurisdiction, trademarks and service marks generally are valid
as long as they are used and/or registered. Patents, copyrights
and licenses are of varying durations.
Seasonal operations
The Company does not consider its operations to be seasonal to
any material degree.
Working capital practices
Information about the Company’s working capital practices is
incorporated herein by reference to Management’s Discussion and
Analysis of Financial Condition and Results of Operations for the
years ended December 31, 2015, 2014, and 2013 in Part II,
Item 7, pages 13 through 28, and the Consolidated statement of
cash flows for the years ended December 31, 2015, 2014, and
2013 in Part II, Item 8, page 33 of this Form 10-K.
Customers
The Company’s business is not dependent upon either a single
customer or small group of customers.
Backlog
Company-operated restaurants have no backlog orders.
Government contracts
No material portion of the business is subject to renegotiation of
profits or termination of contracts or subcontracts at government
election.
Competition
McDonald’s restaurants compete with international, national,
regional and local retailers of food products. The Company
competes on the basis of price, convenience, service, menu
variety and product quality in a highly fragmented global
restaurant industry.
2 McDonald's Corporation 2015 Annual Report
Number of employees
The Company’s number of employees worldwide, including
Company-operated restaurant employees, was approximately
420,000 as of year-end 2015.
d. Financial information about geographic areas
Financial information about geographic areas is incorporated
herein by reference to Management’s Discussion and Analysis of
Financial Condition and Results of Operations in Part II, Item 7,
pages 13 through 29 and Segment and geographic information in
Part II, Item 8, page 44 of this Form 10-K.
e. Available information
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act"). The Company
therefore files periodic reports, proxy statements and other
information with the U.S. Securities and Exchange Commission
("SEC"). Such reports may be obtained by visiting the Public
Reference Room of the SEC at 100 F Street, NE, Washington, DC
20549, or by calling the SEC at (800) SEC-0330. In addition, the
SEC maintains an Internet site (www.sec.gov) that contains
reports, proxy and information statements and other information.
Financial and other information can also be accessed on the
investor section of the Company’s website at
www.aboutmcdonalds.com. The Company makes available, free
of charge, copies of its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as reasonably
practicable after filing such material electronically or otherwise
furnishing it to the SEC. Copies of financial and other information
are also available free of charge by calling (800) 228-9623 or by
sending a request to McDonald’s Corporation Shareholder
Services, Department 720, One McDonald’s Plaza, Oak Brook,
Illinois 60523.
Also posted on McDonald’s website are the Company’s
Corporate Governance Principles; the charters for each of the
Committees of the Board of Directors, including the Audit
Committee, Compensation Committee and Governance
Committee; the Code of Conduct for the Board of Directors; and
the Company’s Standards of Business Conduct, which applies to
all officers and employees. Copies of these documents are also
available free of charge by calling (800) 228-9623 or by sending a
request to McDonald’s Corporation Shareholder Services,
Department 720, One McDonald’s Plaza, Oak Brook, Illinois
60523.
Information on the Company’s website is not incorporated into
this Form 10-K or the Company’s other securities filings and is not
a part of them.
ITEM 1A. Risk Factors and Cautionary
Statement Regarding Forward-Looking
Statements
The information in this report includes forward-looking statements
about future events and circumstances and their effects upon
revenues, expenses and business opportunities. Generally
speaking, any statement in this report not based upon historical
fact is a forward-looking statement. Forward-looking statements
can also be identified by the use of forward-looking words, such as
“may,” “will,” “expect,” “believe” and “plan” or similar expressions.
In particular, statements regarding our plans, strategies, prospects
and expectations regarding our business and industry are forward-
looking statements. They reflect our expectations, are not
guarantees of performance and speak only as of the date of this
report. Except as required by law, we do not undertake to update
them. Our expectations (or the underlying assumptions) may
change or not be realized, and you should not rely unduly on
forward-looking statements. Our business results are subject to a
variety of risks, including those that are reflected in the following
considerations and factors, as well as elsewhere in our filings with
the SEC. If any of these considerations or risks materialize, our
expectations may change and our performance may be adversely
affected.
If we do not successfully design and execute our business
strategies, we may not be able to increase revenues or
market share.
To drive future results, our business strategies must be
effective in achieving market share gains while at the same time
delivering operating income growth. Whether we successfully
execute these strategies depends mainly on our System’s ability
to:
Continue to innovate and differentiate in all aspects of the
McDonald’s experience in a way that balances value to our
customers with profitability;
Reinvest in our restaurants and identify and develop
restaurant sites consistent with our System’s plans for net
growth of System-wide restaurants;
Provide clean and friendly environments that deliver a
consistent McDonald's experience and demonstrate high
service levels;
Drive restaurant improvements that achieve optimal capacity,
particularly during peak mealtime hours; and
Manage the complexity of our restaurant operations.
If we are delayed or unsuccessful in executing our strategies,
or if our strategies do not yield the desired results, our business,
financial condition and results of operations may suffer.
The implementation of our turnaround plan may intensify the
risks we face and may not be successful in driving improved
performance.
Our turnaround plan includes restructuring market segments,
optimizing restaurant ownership mix through accelerated
refranchising, delivering cost savings and enhancing financial
value through increased leverage. Implementing those actions will
intensify the existing risks we face in our business, including risks
associated with franchising and risks associated with our credit
ratings. Further, if those actions are not successful, take longer to
complete than initially projected, or are not executed effectively,
our business operations, financial results and results of operations
could be adversely affected.
We face intense competition in our markets, which could hurt
our business.
We compete primarily in the “informal eating out” (IEO)
segment, which is highly competitive. We are facing sustained,
intense competition from both traditional and other competitors,
which include many non-traditional market participants such as
convenience stores and coffee shops. In addition, in recent
periods we have experienced emerging and growing competition
from the fast casual category of restaurants. We expect our
environment to continue to be highly competitive and in any
particular reporting period our results may be impacted by new
actions of our competitors, which may have a short- or long-term
impact on our results.
We compete on the basis of product choice, quality,
affordability, service and location. In particular, we believe our
ability to compete successfully in the current market environment
depends on our ability to improve existing products, develop new
products, price our products appropriately, manage the complexity
of our restaurant operations and respond effectively to our
McDonald's Corporation 2015 Annual Report 3
competitors’ actions. Recognizing these dependencies, we have
intensified our focus in recent periods on strategies to achieve
these goals, including the turnaround plan described above, and
we will likely continue to modify our strategies and implement new
strategies in the future. There can be no assurance these
strategies will be effective, and some strategies may be effective
at improving some metrics while adversely affecting other metrics.
If we do not anticipate and address evolving consumer
preferences, our business could suffer.
Our continued success depends on our System’s ability to
anticipate and respond effectively to continuously shifting
consumer demographics, trends in food sourcing, food preparation
and consumer preferences in the IEO segment. We must
continuously adapt to deliver a relevant experience for our
customers amidst a highly competitive, value-driven operating
environment. We continue to implement initiatives to address
these shifts at an aggressive pace. There is no assurance that
these initiatives will be successful and, if they are not, our financial
results could be adversely impacted.
If our pricing, promotional and marketing plans are not
effective, our results may be negatively impacted.
Our results depend on the impact of our pricing, promotional
and marketing plans and our System’s ability to adjust these plans
to respond quickly to economic and competitive conditions. Our
existing or future pricing strategies and the value proposition they
represent will continue to be important components of our overall
plan, may not be successful and could negatively impact sales
and margins. The promotion of our menu offerings may yield
results below desired levels.
Additionally, we operate in an increasingly complex and costly
advertising environment. Our marketing and advertising programs
may not be successful and we may fail to attract and retain
customers. We have increased our emphasis on digital offerings
and customer loyalty initiatives, and our success depends in part
on whether we can effectively execute such offerings and
initiatives in a way that will enhance customer engagement. If our
pricing, promotional and marketing plans are not successful, or
are not as successful as those of our competitors, our sales, guest
counts and market share could decrease.
Failure to preserve the value and relevance of our brand
could have a negative impact on our financial results.
To be successful in the future, we believe we must preserve,
enhance and leverage the value of our brand. Brand value is
based in part on consumer perceptions on a variety of factors,
including the nutritional content and preparation of our food, our
business practices and the manner in which we source the
commodities we use. Consumer acceptance of our offerings is
subject to change for a variety of reasons. For example,
nutritional, health and other scientific studies and conclusions,
which constantly evolve and often have contradictory implications,
drive popular opinion, litigation and regulation (including initiatives
intended to drive consumer behavior) in ways that affect the IEO
segment or perceptions of our brand and could be material to our
business. Perceptions may also be affected by third parties
presenting or promoting adverse commentary or perceptions of
the quick-service category of the IEO segment, our brand and/or
our operations, our suppliers or our franchisees. If we are
unsuccessful in addressing such adverse commentary or
perceptions, our brand and our financial results may suffer.
Additionally, the ongoing relevance of our brand may depend
on the success of our sustainability initiatives to support our brand
ambition of good food, good people and good neighbor, which will
require System-wide coordination and alignment. If we are not
effective in achieving our stated sustainability goals and
4 McDonald's Corporation 2015 Annual Report
addressing these and other matters of social responsibility in a
way that inspires trust and confidence, trust in our brand could
suffer. In particular, business incidents that erode consumer trust,
particularly if such incidents receive considerable publicity or result
in litigation, can significantly reduce brand value and have a
negative impact on our financial results.
Unfavorable general economic conditions could adversely
affect our business and financial results.
Our results of operations are substantially affected by
economic conditions, which can vary significantly by market and
can impact consumer disposable income levels and spending
habits. Economic conditions can also be impacted by a variety of
factors including hostilities, epidemics and actions taken by
governments to manage national economic matters, whether
through austerity or stimulus measures and initiatives intended to
control wages, unemployment, credit availability, inflation, taxation
and other economic drivers. Many major economies, both
advanced and developing, continue to face weak economies, high
unemployment rates and other ongoing economic issues.
Continued adverse economic conditions or adverse changes in
economic conditions in our markets could pressure our operating
performance, and our business and financial results may suffer.
Supply chain interruptions may increase costs or reduce
revenues.
We depend on the effectiveness of our supply chain
management to assure reliable and sufficient product supply,
including on favorable terms. The products we sell are sourced
from a wide variety of suppliers in countries around the world.
Supply chain interruptions, including due to lack of supply or price
increases, can adversely affect us or the suppliers and franchisees
that are also part of our System and whose performance has a
significant impact on our results. Such shortages or disruptions
could be caused by factors beyond the control of our suppliers or
us, including inclement weather, natural disasters, increased
demand, problems in production or distribution, disruptions in third
party logistics or transportation systems, the inability of our
suppliers to obtain credit, or food safety warnings or advisories. If
we experience interruptions in our supply chain, our costs could
increase and it could limit the availability of products critical to our
operations.
Food safety concerns may have an adverse effect on our
business.
Our ability to increase sales and profits depends on our
System’s ability to meet expectations for safe food and on our
ability to manage the potential impact on McDonald’s of food-
borne illnesses and food or product safety issues that may arise in
the future. Food safety is a top priority, and we dedicate
substantial resources to ensure that our customers enjoy safe
food products. However, food safety events, including instances of
food-borne illness, have occurred in the food industry in the past,
and could occur in the future. In 2014, food quality issues were
discovered at a supplier to McDonald’s and other food companies
in China. As a consequence of this issue, results in China, Japan
and certain other markets were negatively impacted due to lost
sales and profitability, including expenses associated with
rebuilding customer trust. Any future instances of food tampering,
food contamination or food-borne illness, whether actual or
perceived, could adversely affect our brand and reputation as well
as our revenues and profits.
Our franchise business model presents a number of risks.
Our success relies in part on the financial success and
cooperation of our franchisees, yet we have limited influence over
their operations. Our restaurant margins arise from two sources:
company-operated restaurants and franchised restaurants. Our
franchisees manage their businesses independently, and therefore
are responsible for the day-to-day operation of their restaurants.
The revenues we realize from franchised restaurants are largely
dependent on the ability of our franchisees to grow their sales. Our
franchisees may not experience sales growth, and our revenues
and margins could be negatively affected as a result. If sales
trends worsen for franchisees, their financial results may
deteriorate, which could result in, among other things, restaurant
closures or delayed or reduced payments to us. Our refranchising
effort will increase that dependence and the effect of those factors.
Our success also depends on the willingness and ability of
our independent franchisees to implement major initiatives, which
may include financial investment, and to remain aligned with us on
operating, promotional and capital-intensive reinvestment plans.
The ability of our franchisees to contribute to the achievement of
our plans is dependent in large part on the availability of funding at
reasonable interest rates and may be negatively impacted by the
financial markets in general or by the creditworthiness of our
franchisees or the Company. Our operating performance could
also be negatively affected if our franchisees experience food
safety or other operational problems or project a brand image
inconsistent with our values, particularly if our contractual and
other rights and remedies are limited, costly to exercise or subject
to litigation. If franchisees do not successfully operate restaurants
in a manner consistent with our required standards, the brand’s
image and reputation could be harmed, which in turn could hurt
our business and operating results.
Our ownership mix also affects our results and financial
condition. The decision to own restaurants or to operate under
franchise or license agreements is driven by many factors whose
interrelationship is complex and changing. Our ability to achieve
the benefits of our refranchising strategy, which involves a shift to
a greater percentage of franchised restaurants, in a timely manner
or at all, will depend on various factors, including our ability to
timely and effectively identify franchisees that meet our rigorous
standards, the performance of our existing franchisees, whether
the resulting ownership mix supports our financial objectives and
our ability to manage risks associated with our refranchising
strategy.
Changes in commodity and other operating costs could
adversely affect our results of operations.
The profitability of our company-operated restaurants
depends in part on our ability to anticipate and react to changes in
commodity costs, including food, paper, supply, fuel, utilities,
distribution and other operating costs. Any volatility in certain
commodity prices could adversely affect our operating results by
impacting restaurant profitability. The commodity market for some
of the ingredients we use, such as beef and chicken, is particularly
volatile and is subject to significant price fluctuations due to
seasonal shifts, climate conditions, industry demand, international
commodity markets, food safety concerns, product recalls,
government regulation and other factors, all of which are beyond
our control and, in many instances, unpredictable. We can only
partially address future price risk through hedging and other
activities, and therefore increases in commodity costs could have
an adverse impact on our profitability.
The global scope of our business subjects us to risks that
could negatively affect our business.
We face differing cultural, regulatory and economic
environments that exist within and among the more than 100
countries where McDonald’s restaurants operate, and our ability to
achieve our business objectives depends on our success in these
environments. Meeting customer expectations is complicated by
the risks inherent in our global operating environment, and our
global success is partially dependent on our System’s ability to
leverage operating successes across markets. Our initiatives may
not have broad appeal with our customer base and could drive
unanticipated changes in customer perceptions and guest counts.
Disruptions in our operations or price volatility in a market can
also result from governmental actions, such as price, foreign
exchange or import-export controls, increased tariffs, government-
mandated closure of our or our suppliers’ operations and asset
seizures. The cost and disruption of responding to governmental
investigations or actions, whether or not they have merit, may
impact our results. Our international success depends in part on
the effectiveness of our strategies and brand-building initiatives to
reduce our exposure to such governmental actions. Our results of
operations and financial condition are also affected by fluctuations
in currency exchange rates, which may adversely affect reported
earnings.
Additionally, we face challenges and uncertainties associated
with operating in developing markets, which may entail a relatively
higher risk of political instability, economic volatility, crime,
corruption and social and ethnic unrest. Such challenges are
exacerbated in many cases by a lack of an independent and
experienced judiciary and uncertainties in how local law is applied
and enforced, including in areas most relevant to commercial
transactions and foreign investment. If we are unable to effectively
manage the risks associated with our international operations, it
could have a material adverse effect on our business and financial
condition.
Challenges with respect to talent management could harm
our business.
Our success depends in part on our System’s ability to recruit
and retain qualified personnel to work in our restaurants.
Increased costs associated with recruiting and retaining such
qualified personnel, whether because of the trend toward higher
statutory minimum wages and social expenses or because of
voluntary increases in wages necessitated by labor market
conditions, could have a negative impact on the margins of our
company-operated restaurants. Additionally, economic action,
such as boycotts, protests, work stoppages or campaigns by labor
organizations, could adversely affect (including the ability to recruit
and retain talent) us or the franchisees and suppliers that are also
part of the McDonald’s System and whose performance may have
a material impact on our results.
We are also impacted by the costs and other effects of
compliance with U.S. and international regulations affecting our
workforce, which includes our staff and employees working in our
company-operated restaurants. These regulations are increasingly
focused on employment issues including wage and hour,
healthcare, immigration, retirement and other employee benefits
and unlawful workplace discrimination. Our potential exposure to
reputational and other harm regarding our workplace practices or
conditions or those of our independent franchisees or suppliers (or
perceptions thereof) could have a negative impact on our
business.
Information technology system failures or interruptions or
breaches of network security may interrupt our operations.
We are increasingly reliant on technological systems (e.g.,
point-of-sale and other in-store systems or platforms) to conduct
our business, including technology-enabled solutions provided to
us by third parties; and any failure of these systems could
significantly impact our operations and customer perceptions.
Despite the implementation of security measures, those
technology systems and solutions could become vulnerable to
damage, disability or failures due to theft, fire, power loss,
telecommunications failure or other catastrophic events. The third
McDonald's Corporation 2015 Annual Report 5
party solutions also present the risks faced by the third party’s
business. If those systems or solutions were to fail or otherwise
be unavailable, and we were unable to recover in a timely way, we
could experience an interruption in our operations. We may also
not fully realize the benefits of the significant investments we are
making to enhance the customer experience through digital
engagement and social media. Furthermore, security breaches
involving our systems or those of third party providers may occur,
such as unauthorized access, denial of service, computer viruses
and other disruptive problems caused by hackers. Our information
technology systems contain personal, financial and other
information that is entrusted to us by our customers and
employees as well as financial, proprietary and other confidential
information related to our business. An actual or alleged security
breach could result in system disruptions, shutdowns, theft or
unauthorized disclosure of confidential information. The
occurrence of any of these incidents could result in adverse
publicity, loss of consumer confidence, reduced sales and profits,
and criminal penalties or civil liabilities.
Increasing regulatory complexity may adversely affect
restaurant operations and our financial results.
Our regulatory environment worldwide exposes us to complex
compliance and similar risks that could affect our operations and
results in material ways. In many of our markets, including the
United States and countries in Europe, we are subject to
increasing regulation, which has increased our cost of doing
business. We are affected by the cost, compliance and other risks
associated with the often conflicting and highly prescriptive
regulations we face, including where inconsistent standards
imposed by multiple governmental authorities can adversely affect
our business and increase our exposure to litigation or
governmental investigations or proceedings.
Our success depends in part on our ability to manage the
impact of new, potential or changing regulations that can affect our
business plans. These regulations may relate to, among others,
product packaging, marketing and the nutritional content and
safety of our food and other products, labeling and other
disclosure practices, ordinary variations in food preparation among
our own restaurants, and the need to rely on the accuracy and
completeness of information from third-party suppliers (particularly
given varying requirements and practices for testing and
disclosure).
Additionally, we are keenly aware of and working to manage
the risks and costs to us, our franchisees and our supply chain of
the effects of climate change, greenhouse gases, energy and
water resources. The increased public focus, including by
governmental and nongovernmental organizations, on these and
other environmental sustainability matters (e.g., packaging and
waste, animal health and welfare, deforestation and land use) and
the increased pressure to make commitments, set targets or
establish additional goals and take actions to meet them, could
expose us to market, operational and execution costs or risks. If
we are unable to effectively manage the risks associated with our
complex regulatory environment, it could have a material adverse
effect on our business and financial condition.
We are subject to increasing legal complexity and could be
party to litigation that could adversely affect us.
Increasing legal complexity will continue to affect our
operations and results in material ways. We could be subject to
legal proceedings that may adversely affect our business,
including class actions, administrative proceedings, government
investigations, employment and personal injury claims, landlord/
tenant disputes, disputes with current or former suppliers, claims
by current or former franchisees, and intellectual property claims
(including claims that we infringed another party’s trademarks,
6 McDonald's Corporation 2015 Annual Report
copyrights, or patents). Inconsistent standards imposed by
governmental authorities can adversely affect our business and
increase our exposure to litigation.
Litigation involving our relationship with franchisees and the
legal distinction between our franchisees and us for employment
law purposes, if determined adversely, could increase costs,
negatively impact the business prospects of our franchisees and
subject us to incremental liability for their actions. Similarly,
although our commercial relationships with our suppliers remain
independent, there may be attempts to challenge that
independence, which, if determined adversely, could also increase
costs, negatively impact the business prospects of our suppliers,
and subject us to incremental liability for their actions. We are
also subject to the legal and compliance risks associated with
privacy, data collection, protection and management, in particular
as it relates to information we collect when we provide optional
technology-related services to franchisees.
Our operating results could also be affected by the following:
The relative level of our defense costs, which vary from
period to period depending on the number, nature and
procedural status of pending proceedings;
The cost and other effects of settlements, judgments or
consent decrees, which may require us to make disclosures
or take other actions that may affect perceptions of our brand
and products;
Adverse results of pending or future litigation, including
litigation challenging the composition and preparation of our
products, or the appropriateness or accuracy of our
marketing or other communication practices; and
The scope and terms of insurance or indemnification
protections that we may have.
A judgment significantly in excess of any applicable insurance
coverage could materially adversely affect our financial condition
or results of operations. Further, adverse publicity resulting from
these claims may hurt our business.
We may not be able to adequately protect our intellectual
property or adequately ensure that we are not infringing the
intellectual property of others, which could harm the value of
the McDonald’s brand and our business.
The success of our business depends on our continued ability
to use our existing trademarks and service marks in order to
increase brand awareness and further develop our branded
products in both domestic and international markets. We rely on a
combination of trademarks, copyrights, service marks, trade
secrets, patents and other intellectual property rights to protect our
brand and branded products. We also license our intellectual
property to franchisees and other third parties and we cannot
assure you that they will not take actions that hurt the value of our
intellectual property.
We have registered certain trademarks and have other
trademark registrations pending in the United States and certain
foreign jurisdictions. The trademarks that we currently use have
not been registered in all of the countries outside of the United
States in which we do business or may do business in the future
and may never be registered in all of these countries. The steps
we have taken to protect our intellectual property in the United
States and foreign countries may not be adequate. In addition, the
steps we have taken may not adequately ensure that we do not
infringe the intellectual property of others and third parties may
claim infringement by us in the future. In particular, we may be
involved in intellectual property claims, including often aggressive
or opportunistic attempts to enforce patents used in information
technology systems, which might affect our operations and results.
Any claim of infringement, whether or not it has merit, could be
time-consuming, could result in costly litigation and could harm our
business.
Changes in tax laws and unanticipated tax liabilities could
adversely affect the taxes we pay and our profitability.
We are subject to income and other taxes in the United States
and foreign jurisdictions, and our operations, plans and results are
affected by tax and other initiatives around the world. In particular,
we are affected by the impact of changes to tax laws or related
authoritative interpretations, particularly if corporate tax reform
becomes a key component of budgetary initiatives in the United
States and elsewhere. We are also impacted by settlements of
pending or any future adjustments proposed by the IRS or other
taxing authorities in connection with our tax audits, all of which will
depend on their timing, nature and scope. Any increases in
income tax rates, changes in income tax laws or unfavorable
resolution of tax matters could have a material adverse impact on
our financial results.
Changes in accounting standards or the recognition of
impairment or other charges may adversely affect our future
operations and results.
New accounting standards or changes in financial reporting
requirements, accounting principles or practices, including with
respect to our critical accounting estimates, could adversely affect
our future results. We may also be affected by the nature and
timing of decisions about underperforming markets or assets,
including decisions that result in impairment or other charges that
reduce our earnings. In assessing the recoverability of our long-
lived assets, we consider changes in economic conditions and
make assumptions regarding estimated future cash flows and
other factors. These estimates are highly subjective and can be
significantly impacted by many factors such as global and local
business and economic conditions, operating costs, inflation,
competition, and consumer and demographic trends. If our
estimates or underlying assumptions change in the future, we may
be required to record impairment charges. If we experience any
such changes, they could have a significant adverse effect on our
reported results for the affected periods.
A decrease in our credit ratings or an increase in our funding
costs could adversely affect our profitability.
We may be negatively affected by the impact of changes in
our debt levels or our results of operations on our credit ratings,
interest expense, availability of acceptable counterparties, ability
to obtain funding on favorable terms or our operating or financial
flexibility, especially if lenders impose new operating or financial
covenants. In particular, our credit rating was lowered as a result
of our decision to increase our leverage and the pace of the return
of cash to our shareholders.
Our operations may also be impacted by regulations affecting
capital flows, financial markets or financial institutions, which can
limit our ability to manage and deploy our liquidity or increase our
funding costs. If any of these events were to occur, they could
have a material adverse effect on our business and financial
condition.
Trading volatility and price of our common stock may be
adversely affected by many factors.
Many factors affect the volatility and price of our common
stock in addition to our operating results and prospects. The most
important of these factors, some of which are outside our control,
are the following:
The continuing unpredictable global economic and market
conditions;
Governmental action or inaction in light of key indicators of
economic activity or events that can significantly influence
financial markets, particularly in the United States which is
the principal trading market for our common stock, and
media reports and commentary about economic or other
matters, even when the matter in question does not directly
relate to our business;
Trading activity in our common stock or trading activity in
derivative instruments with respect to our common stock or
debt securities, which can be affected by market
commentary (including commentary that may be unreliable
or incomplete); unauthorized disclosures about our
performance, plans or expectations about our business; our
actual performance and creditworthiness; investor
confidence generally; actions by shareholders and others
seeking to influence our business strategies; portfolio
transactions in our stock by significant shareholders; or
trading activity that results from the ordinary course
rebalancing of stock indices in which McDonald’s may be
included, such as the S&P 500 Index and the Dow Jones
Industrial Average;
The impact of our stock repurchase program or dividend
rate; and
The impact on our results of corporate actions and market
and third-party perceptions and assessments of such
actions, such as those we may take from time to time as we
review our corporate structure and strategies in light of
business, legal and tax considerations.
Our results and prospects can be adversely affected by
events such as severe weather conditions, natural disasters,
hostilities and social unrest, among others.
Severe weather conditions, natural disasters, hostilities and
social unrest, terrorist activities, health epidemics or pandemics
(or expectations about them) can adversely affect consumer
spending and confidence levels or other factors that affect our
results and prospects, such as commodity costs. Our receipt of
proceeds under any insurance we maintain with respect to certain
of these risks may be delayed or the proceeds may be insufficient
to offset our losses fully.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
The Company owns and leases real estate primarily in connection
with its restaurant business. The Company identifies and develops
sites that offer convenience to customers and long-term sales and
profit potential to the Company. To assess potential, the Company
analyzes traffic and walking patterns, census data and other
relevant data. The Company’s experience and access to
advanced technology aid in evaluating this information. The
Company generally owns the land and building or secures long-
term leases for conventional franchised and Company-operated
restaurant sites, which ensures long-term occupancy rights and
helps control related costs. Restaurant profitability for both the
Company and franchisees is important; therefore, ongoing efforts
are made to control average development costs through
construction and design efficiencies, standardization and by
leveraging the Company’s global sourcing network. Additional
information about the Company’s properties is included in
Management’s Discussion and Analysis of Financial Condition and
Results of Operations in Part II, Item 7, pages 13 through 29 and
in Financial statements and supplementary data in Part II, Item 8,
pages 29 through 47 of this Form 10-K.
McDonald's Corporation 2015 Annual Report 7
Employees
Hundreds of thousands of people are employed by the Company
and in restaurants owned and operated by subsidiaries of the
Company. In addition, thousands of people from time to time seek
employment in such restaurants. In the ordinary course of
business, disputes arise regarding hiring, termination, promotion
and pay practices, including wage and hour disputes, alleged
discrimination and compliance with labor and employment laws.
Customers
Restaurants owned by subsidiaries of the Company regularly
serve a broad segment of the public. In so doing, disputes arise as
to products, service, incidents, advertising, nutritional and other
disclosures, as well as other matters common to an extensive
restaurant business such as that of the Company.
Intellectual Property
The Company has registered trademarks and service marks,
patents and copyrights, some of which are of material importance
to the Company’s business. From time to time, the Company may
become involved in litigation to protect its intellectual property and
defend against the alleged use of third party intellectual property.
Government Regulations
Local and national governments have adopted laws and
regulations involving various aspects of the restaurant business
including, but not limited to, advertising, franchising, health, safety,
environment, zoning, employment and taxes. The Company
strives to comply with all applicable existing statutory and
administrative rules and cannot predict the effect on its operations
from the issuance of additional requirements in the future.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 3. Legal Proceedings
The Company has pending a number of lawsuits that have been
filed in various jurisdictions. These lawsuits cover a broad variety
of allegations spanning the Company’s entire business. The
following is a brief description of the more significant types of
claims and lawsuits. In addition, the Company is subject to various
national and local laws and regulations that impact various
aspects of its business, as discussed below. While the Company
does not believe that any such claims, lawsuits or regulations will
have a material adverse effect on its financial condition or results
of operations, unfavorable rulings could occur. Were an
unfavorable ruling to occur, there exists the possibility of a material
adverse impact on net income for the period in which the ruling
occurs or for future periods.
Franchising
A substantial number of McDonald’s restaurants are franchised to
independent owner/operators under contractual arrangements
with the Company. In the course of the franchise relationship,
occasional disputes arise between the Company and its current or
former franchisees relating to a broad range of subjects including,
but not limited to, quality, service and cleanliness issues,
contentions regarding grants or terminations of franchises,
delinquent payments of rents and fees, and franchisee claims for
additional franchises or rewrites of franchises. Additionally,
occasional disputes arise between the Company and individuals
who claim they should have been granted a McDonald’s franchise
or who challenge the legal distinction between the Company and
its franchisees for employment law purposes.
Suppliers
The Company and its affiliates and subsidiaries generally do not
supply food, paper or related items to any McDonald’s restaurants.
The Company relies upon numerous independent suppliers,
including service providers, that are required to meet and maintain
the Company’s high standards and specifications. On occasion,
disputes arise between the Company and its suppliers (or former
suppliers) which include, for example, compliance with product
specifications and the Company’s business relationship with
suppliers. In addition, disputes occasionally arise on a number of
issues between the Company and individuals or entities who claim
that they should be (or should have been) granted the opportunity
to supply products or services to the Company’s restaurants.
8 McDonald's Corporation 2015 Annual Report
Executive Officers of the Registrant
The following are the Executive Officers of our Company (as of the
date of this filing):
Michael D. Andres, 58, is President, McDonald’s USA, a
position he has held since October 2014. Mr. Andres returned to
the Company in September 2014 after serving as President, Chief
Executive Officer and Chairman of LRI Holdings, Inc., the parent
company of Logan’s Roadhouse, Inc., a steakhouse restaurant
chain, since February 2013. From February 2010 to September
2012, Mr. Andres served as Central Division President of
McDonald’s USA. Except for the period he was with Logan’s
Roadhouse, Mr. Andres has served the Company for 31 years.
Peter J. Bensen, 53, is Chief Administrative Officer, a position
he has held since March 2015. From May 2014 through February
2015, Mr. Bensen served as Corporate Senior Executive Vice
President and Chief Financial Officer. Prior to that time, Mr.
Bensen served as Corporate Executive Vice President and Chief
Financial Officer from January 2008 through April 2014. He has
served the Company for 19 years.
Ian F. Borden, 47, is President - Foundational Markets, a
position he has held since July 2015. From January 2014 through
June 2015, Mr. Borden served as Vice President and Chief
Financial Officer - McDonald’s APMEA. Prior to that time, Mr.
Borden served as Regional Vice President of Europe’s East
Division from April 2011 to December 2013 and as Managing
Director - McDonald’s Ukraine from December 2007 to December
2013. He has served the Company for 21 years.
Stephen J. Easterbrook, 48, is President and Chief Executive
Officer, a position he has held since March 2015. Mr. Easterbrook
was also elected a Director of the Company effective March 2015.
From May 2014 through February 2015, Mr. Easterbrook served
as Corporate Senior Executive Vice President and Global Chief
Brand Officer. From June 2013 through April 2014, Mr.
Easterbrook served as Corporate Executive Vice President and
Global Chief Brand Officer. From September 2012 through May
2013, Mr. Easterbrook served as the Chief Executive Officer of
Wagamama Limited, a pan-Asian restaurant chain, and from
September 2011 to September 2012, he served as the Chief
Executive Officer of PizzaExpress Limited, an Italian restaurant
brand. From December 2010 to September 2011, he held the
position of President, McDonald’s Europe. Prior to that, Mr.
Easterbrook served in a number of roles with the Company.
Except for the period he was with PizzaExpress and Wagamama,
Mr. Easterbrook has served the Company for 22 years.
David O. Fairhurst, 47, is Corporate Executive Vice President
& Chief People Officer, a position he has held since October 2015.
Mr. Fairhurst served as Corporate Senior Vice President,
International Human Resources and Strategy from April 2015 to
September 2015. Prior to that time, he served as Europe Vice
President - Chief People Officer from January 2011 to March 2015
and as Senior Vice President, Chief People Officer - Northern
Europe from 2007 to December 2010. Mr. Fairhurst has served
the Company for 10 years.
Robert L. Gibbs, 44, is Corporate Executive Vice President -
Corporate Relations and Chief Communications Officer, a position
he has held since June 2015. Mr. Gibbs joined the Company from
The Incite Agency, a strategic communications advisory firm that
he co-founded in 2013. Prior to that, Mr. Gibbs held several senior
advisory roles in the White House, serving as the White House
Press Secretary beginning in 2009, then as Senior Advisor in the
2012 re-election campaign.
Douglas M. Goare, 63, is President, Lead International
Markets, a position he has held since July 2015. From October
2011 through June 2015, Mr. Goare served as President,
McDonald’s Europe. Prior to that time, Mr. Goare served as
Corporate Executive Vice President of Supply Chain and
Development from February 2011 through September 2011 and as
Corporate Senior Vice President of Supply Chain from June 2007
through November 2010. In addition, Mr. Goare assumed
responsibility for Development in December 2010 and served as
Corporate Senior Vice President of Supply Chain and
Development through January 2011. Mr. Goare has served the
Company for 37 years.
David L. Hoffmann, 48, is President, High Growth Markets, a
position he has held since July 2015. From July 2012 through
June 2015, Mr. Hoffman served as President of APMEA. From
January 2012 through June 2012, he held the position of Senior
Vice President and Restaurant Support Officer for APMEA. Prior
to that time, he held the position of Vice President of Strategy,
Insights and Development for APMEA from May 2011 through
December 2011. From November 2008 through April 2011, he
held the position of Executive Vice President of McDonald’s
Japan. Mr. Hoffman has served the Company for 19 years.
Christopher Kempczinski, 47, is Corporate Executive Vice
President - Strategy, Business Development and Innovation, a
position he has held since October 2015. Mr. Kempczinski joined
the Company from Kraft Heinz, a manufacturer and marketer of
food and beverage products, where he most recently served as
Executive Vice President of Growth Initiatives and President of
Kraft International from December 2014 to September 2015. Prior
to that, Mr. Kempczinski served as President of Kraft Canada from
July 2012 through December 2014 and as Senior Vice President -
U.S. Grocery from 2008 to July 2012.
Silvia Lagnado, 52, is Corporate Executive Vice President,
Global Chief Marketing Officer, a position she has held since
August 2015. Ms. Lagnado served as Chief Marketing Officer of
Bacardi Limited, a spirits company, from September 2010 to
October 2012. Prior to that, Ms. Lagnado served more than
twenty years in positions of increased responsibility at Unilever.
Brian J. Mullens, 44, is Corporate Senior Vice President -
Controller, a position he has held since March 2015. From
September 2014 through February 2015, Mr. Mullens served as
Corporate Vice President-Finance. Prior to that time, Mr. Mullens
served as Corporate Vice President and Assistant Controller from
December 2012 to September 2014 and as Chief Financial Officer
of McDonald's U.K. and Northern Division, Europe from December
2007 to November 2012. Mr. Mullens has been with the Company
for 19 years.
Kevin M. Ozan, 52, is Corporate Executive Vice President and
Chief Financial Officer, a position he has held since March 2015.
From February 2008 through February 2015, Mr. Ozan served as
Corporate Senior Vice President - Controller. Mr. Ozan has
served the Company for 18 years.
Gloria Santona, 65, is Corporate Executive Vice President,
General Counsel and Secretary, a position she has held since July
2003. Ms. Santona has been with the Company for 38 years.
Jim R. Sappington, 57, is Corporate Executive Vice President,
Operations and Technology Systems, a position he has held since
March 2015. From January 2013 through February 2015, Mr.
Sappington served as Corporate Senior Vice President-Chief
Information Officer. Prior to that time, Mr. Sappington served as
U.S. Vice President - General Manager for the Northwest Region
from September 2010 to December 2012. Mr. Sappington has
been with the Company for 28 years.
McDonald's Corporation 2015 Annual Report 9
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
MARKET INFORMATION AND DIVIDEND POLICY
The Company’s common stock trades under the symbol MCD and is listed on the New York Stock Exchange in the U.S. The following table
sets forth the common stock price ranges on the New York Stock Exchange and dividends declared per common share:
Dollars per share
Quarter:
First
Second
Third
Fourth
Year
High
Low
Dividend
High
Low
Dividend
2015
2014
101.09
101.08
101.88
120.23
120.23
88.77
94.02
87.50
97.13
87.50
0.85
0.85
0.85
0.89
3.44
99.07
103.78
101.36
97.50
103.78
92.22
96.52
90.53
87.62
87.62
0.81
0.81
1.66 *
3.28
*
Includes a $0.81 per share dividend declared and paid in third quarter, and a $0.85 per share dividend declared in third quarter and paid in fourth quarter.
The number of shareholders of record and beneficial owners of the Company’s common stock as of January 31, 2016 was estimated to
be 1,579,000.
Given the Company’s returns on equity, incremental invested capital and assets, management believes it is prudent to reinvest in the
business in markets with acceptable returns and/or opportunity for long-term growth and use excess cash flow to return cash to
shareholders through dividends and share repurchases. The Company has paid dividends on common stock for 40 consecutive years
through 2015 and has increased the dividend amount at least once every year. As in the past, future dividend amounts will be considered
after reviewing profitability expectations and financing needs, and will be declared at the discretion of the Company’s Board of Directors.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table presents information related to repurchases of common stock the Company made during the quarter ended
December 31, 2015*:
Period
October 1-31, 2015
November 1-30, 2015
December 1-31, 2015
Total
Total Number of
Shares Purchased
2,499,205
5,016,418
6,103,069
13,618,692
Average Price
Paid per Share
102.66
112.97
116.70
112.75
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(1)
2,499,205
5,016,418
6,103,069
13,618,692
Approximate Dollar
Value of Shares
that May Yet
Be Purchased Under
the Plans or Programs(1)
$ 3,164,474,231
2,597,749,457
1,885,526,160
*
Subject to applicable law, the Company may repurchase shares directly in the open market, in privately negotiated transactions, or pursuant to derivative
instruments and plans complying with Rule 10b5-1, among other types of transactions and arrangements.
(1) On May 21, 2014, the Company's Board of Directors approved a share repurchase program, effective July 1, 2014 ("2014 Program"), that authorized the purchase
of up to $10 billion of the Company's outstanding common stock with no specified expiration date. On December 3, 2015, the Company's Board of Directors
terminated the 2014 Program, effective December 31, 2015, and replaced it with a new share repurchase program, effective January 1, 2016 ("2016 Program"),
that authorizes the purchase of up to $15 billion of the Company's outstanding common stock with no specified expiration date. As of December 31, 2015, no
further share repurchases may be made under the 2014 Program; future share repurchases will be made pursuant to the 2016 Program.
On February 12, 2016, the Company paid $2.7 billion under an Accelerated Share Repurchase agreement and received an initial delivery of
18.5 million shares, which represents 80% of the total shares the Company expects to receive based on the market price at the time of initial
delivery. The final number of shares delivered upon settlement of the agreement, between April 1, 2016 and May 13, 2016, will be
determined with reference to the volume weighted average price per share of the Company's common stock over the term of the
agreement, less a negotiated discount.
10 McDonald's Corporation 2015 Annual Report
Stock Performance Graph
At least annually, we consider which companies comprise a readily identifiable investment peer group. McDonald's is included in published
restaurant indices; however, unlike most other companies included in these indices, which have no or limited international operations,
McDonald's does business in more than 100 countries and a substantial portion of our revenues and income is generated outside the U.S.
In addition, because of our size, McDonald's inclusion in those indices tends to skew the results. Therefore, we believe that such a
comparison is not meaningful.
Our market capitalization, trading volume and importance in an industry that is vital to the U.S. economy have resulted in McDonald's
inclusion in the Dow Jones Industrial Average (DJIA) since 1985. Like McDonald's, many DJIA companies generate meaningful revenues
and income outside the U.S. and some manage global brands. Thus, we believe that the use of the DJIA companies as the group for
comparison purposes is appropriate.
The following performance graph shows McDonald's cumulative total shareholder returns (i.e., price appreciation and reinvestment of
dividends) relative to the Standard & Poor's 500 Stock Index (S&P 500 Index) and to the DJIA companies for the five-year period ended
December 31, 2015. The graph assumes that the value of an investment in McDonald's common stock, the S&P 500 Index and the DJIA
companies (including McDonald's) was $100 at December 31, 2010. For the DJIA companies, returns are weighted for market capitalization
as of the beginning of each period indicated. These returns may vary from those of the Dow Jones Industrial Average Index, which is not
weighted by market capitalization, and may be composed of different companies during the period under consideration.
Comparison of Cumulative Five-Year Total Return
250
200
150
100
50
Dec ‘10
Dec ‘11
Dec ‘12
Dec ‘13
Dec ‘14
Dec ‘15
McDonald’s Corporation
S&P 500 Index
Dow Jones Industrials
Company/Index
Dec '10
Dec '11
Dec '12
Dec '13
Dec '14
Dec '15
McDonald's Corporation
S&P 500 Index
Dow Jones Industrials
Source: S&P Capital IQ
100
100
100
135
102
108
122
118
119
139
157
155
139
178
170
181
181
171
McDonald's Corporation 2015 Annual Report 11
ITEM 6. Selected Financial Data
6-Year Summary
Dollars in millions, except per share data
Company-operated sales
Franchised revenues
Total revenues
Operating income
Net income
Cash provided by operations
Cash used for investing activities
Capital expenditures
Cash used for (provided by) financing activities
Treasury stock purchases(1)
Common stock cash dividends
Financial position at year end:
Total assets
Total debt
Total shareholders’ equity
Shares outstanding in millions
Per common share:
Earnings-diluted
Dividends declared
Market price at year end
Company-operated restaurants
Franchised restaurants
Total Systemwide restaurants
Franchised sales(2)
2015
$16,488
$ 8,925
$25,413
$ 7,146
$ 4,529
$ 6,539
$ 1,420
$ 1,814
$ (735)
$ 6,182
$ 3,230
$37,939
$24,122
$ 7,088
907
4.80
$
$
3.44
$118.14
6,444
30,081
36,525
$66,226
2014
18,169
9,272
27,441
7,949
4,758
6,730
2,305
2,583
4,618
3,175
3,216
34,227
14,936
12,853
963
4.82
3.28
93.70
6,714
29,544
36,258
69,617
2013
18,875
9,231
28,106
8,764
5,586
7,121
2,674
2,825
4,043
1,810
3,115
36,626
14,130
16,010
990
5.55
3.12
97.03
6,738
28,691
35,429
70,251
2012
18,603
8,964
27,567
8,605
5,465
6,966
3,167
3,049
3,850
2,605
2,897
35,386
13,633
15,294
1,003
5.36
2.87
88.21
6,598
27,882
34,480
69,687
2010
2011
16,233
18,293
7,842
8,713
24,075
27,006
7,473
8,530
5,503
4,946
7,150 6,342
2,571 2,056
2,730 2,135
4,533 3,729
3,373 2,648
2,610 2,408
32,990 31,975
12,500 11,505
14,390 14,634
1,021 1,054
5.27
2.53
100.33
6,435
27,075
33,510
67,648
4.58
2.26
76.76
6,399
26,338
32,737
61,147
(1) Represents treasury stock purchases as reflected in Shareholders' equity.
(2) While franchised sales are not recorded as revenues by the Company, management believes they are important in understanding the Company's financial
performance because these sales are the basis on which the Company calculates and records franchised revenues and are indicative of the financial health of the
franchisee base. Franchised restaurants represent more than 80% of McDonald's restaurants worldwide.
12 McDonald's Corporation 2015 Annual Report
ITEM 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Overview
DESCRIPTION OF THE BUSINESS
The Company franchises and operates McDonald’s restaurants.
Of the 36,525 restaurants in 119 countries at year-end 2015,
30,081 were franchised (reflects 21,147 franchised to conventional
franchisees, 5,529 licensed to developmental licensees and 3,405
licensed to foreign affiliates ("affiliates")—primarily Japan) and
6,444 were operated by the Company.
Under McDonald's conventional franchise arrangement,
franchisees provide a portion of the capital required by initially
investing in the equipment, signs, seating and décor of their
restaurant business, and by reinvesting in the business over time.
The Company owns the land and building or secures long-term
leases for both Company-operated and conventional franchised
restaurant sites. This maintains long-term occupancy rights, helps
control related costs and assists in alignment with franchisees
enabling restaurant performance levels that are among the highest
in the industry. In certain circumstances, the Company participates
in the reinvestment for conventional franchised restaurants in an
effort to accelerate implementation of certain initiatives.
Under McDonald's developmental license arrangement,
licensees provide capital for the entire business, including the real
estate interest, and the Company has no capital invested. In
addition, the Company has an equity investment in a limited
number of affiliates that invest in real estate and operate or
franchise restaurants within a market.
McDonald's is primarily a franchisor and believes franchising
is paramount to delivering great-tasting food, locally-relevant
customer experiences and driving profitability. Franchising enables
an individual to own a restaurant business and maintain control
over staffing, purchasing, marketing and pricing decisions, while
also benefiting from the financial strength and global experience of
McDonald's. However, directly operating restaurants is important
to being a credible franchisor and provides Company personnel
with restaurant operations experience. In Company-operated
restaurants, and in collaboration with franchisees, McDonald's
further develops and refines operating standards, marketing
concepts and product and pricing strategies, so that only those
that the Company believes are most beneficial are introduced in
the restaurants. McDonald's continually reviews its mix of
Company-operated and franchised restaurants to help optimize
overall performance, with a goal to be 95% franchised over the
long term.
The Company’s revenues consist of sales by Company-
operated restaurants and fees from restaurants operated by
franchisees. Revenues from conventional franchised restaurants
include rent and royalties based on a percent of sales along with
minimum rent payments, and initial fees. Revenues from
restaurants licensed to affiliates and developmental licensees
include a royalty based on a percent of sales, and generally
include initial fees. Fees vary by type of site, amount of Company
investment, if any, and local business conditions. These fees,
along with occupancy and operating rights, are stipulated in
franchise/license agreements that generally have 20-year terms.
Through June 30, 2015, the Company was managed as
distinct geographic segments, comprised of the U.S., Europe,
Asia/Pacific, Middle East and Africa and Other Countries &
Corporate, which included Canada and Latin America. Beginning
July 1, 2015, McDonald’s started operating under a new
organizational structure with the following segments that combine
markets with similar characteristics and opportunities for growth:
• U.S. - the Company's largest segment. This segment did not
change as a result of the new reporting structure.
•
International Lead Markets - established markets including
Australia, Canada, France, Germany, the U.K. and related
markets.
• High Growth Markets - markets believed to have relatively
higher restaurant expansion and franchising potential
including China, Italy, Korea, Poland, Russia, Spain,
Switzerland, the Netherlands and related markets.
•
Foundational Markets & Corporate - the remaining
markets in the McDonald's system, each of which is believed
to have the potential to operate under a largely franchised
model. Corporate activities are also reported within this
segment.
In September 2015, the Company issued segment summary
financial information and segment historical data in accordance
with its new reporting structure for the previously reported years
ended 2010 through 2014 and quarters ended March 31, 2014
through June 30, 2015. The segment information included herein
is presented in accordance with the change in reporting structure
for all periods presented.
For the year ended December 31, 2015, the U.S.,
International Lead Markets and High Growth Markets segments
accounted for 34%, 30% and 24% of total revenues, respectively.
In analyzing business trends, management reviews results on
a constant currency basis and considers a variety of performance
and financial measures, including comparable sales and
comparable guest count growth, Systemwide sales growth,
operating income growth and returns.
Constant currency results exclude the effects of foreign
currency translation and are calculated by translating current
year results at prior year average exchange rates.
Management reviews and analyzes business results in
constant currencies and bases most incentive compensation
plans on these results because the Company believes this
better represents its underlying business trends.
Comparable sales and comparable guest counts are key
performance indicators used within the retail industry and are
indicative of the impact of the Company’s initiatives as well
as local economic and consumer trends. Increases or
decreases in comparable sales and comparable guest
counts represent the percent change in sales and
transactions, respectively, from the same period in the prior
year for all restaurants, whether operated by the Company or
franchisees, in operation at least thirteen months, including
those temporarily closed. Some of the reasons restaurants
may be temporarily closed include reimaging or remodeling,
rebuilding, road construction and natural disasters.
Comparable sales exclude the impact of currency translation.
Comparable sales are driven by changes in guest counts and
average check, which is affected by changes in pricing and
product mix. Typically, pricing has a greater impact on
average check than product mix. The goal is to achieve a
relatively balanced contribution from both guest counts and
average check.
Systemwide sales include sales at all restaurants. While
franchised sales are not recorded as revenues by the
Company, management believes the information is important
in understanding the Company’s financial performance
because these sales are the basis on which the Company
calculates and records franchised revenues and are
indicative of the financial health of the franchisee base.
McDonald's Corporation 2015 Annual Report 13
Return on incremental invested capital ("ROIIC") is a
measure reviewed by management over one-year and three-
year time periods to evaluate the overall profitability of the
markets, the effectiveness of capital deployed and the future
allocation of capital. The return is calculated by dividing the
change in operating income plus depreciation and
amortization (numerator) by the cash used for investing
activities (denominator), primarily capital expenditures. The
calculation uses a constant average foreign exchange rate
over the periods included in the calculation.
STRATEGIC DIRECTION AND FINANCIAL PERFORMANCE
The strength of the alignment among the Company, its franchisees
and suppliers (collectively referred to as the "System") has been
key to McDonald's long-term success. By leveraging the System,
McDonald’s is able to identify, implement and scale ideas that
meet customers' changing needs and preferences. In addition, the
Company’s business model enables the System to consistently
deliver locally-relevant restaurant experiences to customers and
be an integral part of the communities it serves.
In 2015, the Company and its Board of Directors took steps to
reset its business and restore growth, which included the election
of a new CEO in the first quarter. In May, management announced
the initial steps of the Company's turnaround plan, beginning with
a worldwide restructuring in July. This resulted in a reorganization
from a geographically-focused structure to segments that combine
markets with similar characteristics and opportunities for growth.
This new operating structure is designed to sharpen the
Company's focus on the customer, drive greater accountability,
and remove distractions and bureaucracy. Management expects
the new structure to enable faster decision-making and an
increased ability to move proven initiatives quickly across markets.
The System is focused on the fundamentals of running great
restaurants by providing customers with what matters most to
them - hot and fresh food, fast and friendly service, and a
contemporary restaurant experience at the value of McDonald’s. In
addition, McDonald’s is building on its competitive advantages of
convenience, scale, geographic diversification and System
alignment that have been created over time.
McDonald’s aspires to be viewed by its customers as a
modern and progressive burger company delivering a
contemporary customer experience. The priorities of the
turnaround plan are threefold: drive operational growth, create
brand excitement and enhance financial value.
To drive operational growth, the Company is working to
enhance the quality, choice and variety of its menu. In addition, the
Company is building upon investments it has already made in
reimaging and technology to innovate the way customers can
order and how they are served, which represent elements of the
Experience of the Future. While execution and timing of these
elements may be different in each market, Experience of the
Future is designed to fundamentally enhance McDonald's
relationship with customers and their experience with the brand.
The Company’s brand efforts aim to reach customers in ways
that drive greater excitement and are meaningful to them, such as
fun, engaging marketing campaigns and focused support of
communities. Enhancements to the quality of McDonald's menu,
more local sourcing of ingredients, and commitments around
sustainability efforts are all designed to improve consumer
confidence in the Brand.
The modifications to McDonald’s operating approach are
accompanied by strategies to enhance financial value. In 2015,
management announced plans to optimize the Company’s
restaurant ownership mix by refranchising about 4,000 restaurants
through 2018, deliver net annual G&A savings of about $500
million, the vast majority of which is expected to be realized by the
14 McDonald's Corporation 2015 Annual Report
end of 2017, and return about $30 billion to shareholders for the
three-year period ending 2016.
McDonald’s maintains a strong financial foundation supported
by industry-leading unit volumes that enable the Company to
pursue growth through business and economic cycles while
returning significant amounts of cash to shareholders each year.
Cash from operations benefits from a heavily franchised business
model as the rent and royalty income received from franchisees
provides a stable revenue stream that has relatively low costs and
enables co-investment, either through capital expenditures or rent
incentives, with franchisees on key initiatives, such as reimaging.
In addition, the franchise business model is less capital intensive
as franchisees invest in the costs of going into business and most
future reinvestment.
The Company’s substantial cash flow, strong investment
grade credit rating and continued access to credit provides
McDonald’s flexibility to fund capital expenditures as well as return
cash to shareholders. After a thorough evaluation of financial
opportunities, management announced plans to optimize the
Company’s capital structure and increased the cash return to
shareholders target to about $30 billion for the three-year period
ending 2016 - a $10 billion increase over the previous target with
incremental debt funding the vast majority of the increase. This
proactive move in the Company’s leverage metrics and credit
ratings still enables McDonald’s to efficiently and cost effectively
access capital globally, while allowing for continued investment in
the business. These actions, together with the decision of the
Board of Directors to raise the dividend in 2015, reflect the Board
and management’s confidence in McDonald's future.
The Company’s financial results for 2015 reflect two distinct
performance periods. During the first half of the year, the
Company took bold and urgent action to reset the business and
refocus the System on its customers; however, operating
performance was weak. The second half of the year was about
execution, with results turning positive and providing tangible
evidence that the turnaround plan is working.
In McDonald’s heavily franchised business model, growing
comparable sales is important to increasing operating income and
returns. Global comparable sales increased 1.5% in 2015, driven
by positive performance across all segments in the third and fourth
quarters. Consolidated guest counts were negative for the year.
U.S. comparable sales increased 0.5% and comparable guest
counts declined 3.0%, though performance improved sequentially
throughout the year with positive comparable sales in the third and
fourth quarters.
Comparable sales in the International Lead markets grew
3.4% and comparable guest counts increased 1.0%. All major
markets contributed to the positive comparable sales performance
except France, which was impacted by macro-economic
headwinds.
In the High Growth markets, comparable sales increased
1.8% and comparable guest counts declined 2.2%. The increase
in comparable sales was driven primarily by solid performance in
China as the market successfully executed strong recovery plans
following the prior year supplier issue.
Comparable sales in the Foundational markets increased
0.7% and comparable guest counts declined 3.7%. Solid
performance in many markets across Asia, Europe, Latin America
and the Middle East were offset by negative comparable sales and
guest counts in Japan.
RESULTS FOR THE YEAR:
• Global comparable sales increased 1.5%, reflecting an
increase in all segments. Comparable guest counts declined
2.3%, as positive guest traffic in the International Lead
markets was more than offset by negative guest traffic in all
other segments.
Systemwide sales, a non-GAAP measure that includes
franchised sales, decreased 6% (increased 3% in constant
currencies).
Consolidated revenues decreased 7% (increased 3% in
constant currencies).
Consolidated operating income decreased 10% (flat in
constant currencies).
Diluted earnings per share was flat (increased 10% in
constant currencies) at $4.80. Results and comparisons were
impacted by the following current and prior year items
outside normal operations:
* Strategic charges, primarily related to goodwill
impairment and other asset write-offs in conjunction
with the Company's refranchising initiatives,
restructuring activities and incremental restaurant
closings primarily in China, Japan and the U.S.,
were partly offset by a gain on sale of property in
the U.S. These items had a negative net impact on
diluted earnings per share of $0.18 in 2015.
* Charges related to certain foreign tax matters and
the China supplier issue had a negative impact on
diluted earnings per share of $0.54 in 2014.
Excluding the impact of these current and prior year items,
earnings per share in constant currencies would have
reflected an increase of $0.12 or 2% in 2015.
Cash provided by operations was $6.5 billion.
One-year ROIIC was 1.5% and three-year ROIIC was
negative 3.7% for the period ended December 31, 2015 (see
reconciliation on page 28).
The Company increased the quarterly cash dividend per
share 5% to $0.89 for the fourth quarter, equivalent to an
annual dividend of $3.56 per share.
The Company returned $9.4 billion to shareholders through
dividends and share repurchases for the year. This brings the
cumulative return to shareholders to $15.8 billion for the two-
year period ending 2015 versus the targeted return of about
$30 billion for the three-year period ending 2016.
Capital expenditures of $1.8 billion were split fairly evenly
between new restaurant openings and reinvestment in
existing restaurants. Across the System, about 1,000
restaurants were opened and over 1,000 existing locations
were reimaged.
AREAS OF FOCUS BY SEGMENT
U.S.
As the Company's largest segment, the U.S. remains critical to the
Company's turnaround given its significant contribution to
consolidated results. While results in the first half of 2015 were
weak, the steps taken to enhance menu quality, simplify restaurant
operations and offer more convenience to customers led to a
meaningful shift in momentum starting in the third quarter.
Menu initiatives in the U.S. include enhancing the taste of
core products through new cooking procedures and continuing to
evolve its menu and ingredients, including the introduction of the
Artisan Grilled Chicken and Premium Buttermilk Crispy Chicken
Deluxe sandwiches. The October launch of All Day Breakfast built
on the positive momentum experienced during the third quarter.
McDonald’s ability to move from one test market in April to a
national launch in October in over 13,000 restaurants is a
testament to the cultural changes the Company is making to
become more relevant to customers.
The U.S. is placing a renewed emphasis on running great
restaurants. This includes simplifying the menu and operations
and making it easier for guests to order and interact with the
Brand. Customer feedback systems are showing improvements in
many important aspects of the customer visit, including food
quality, order accuracy, speed and friendliness.
The recent launch of McDonald’s mobile app in the U.S. is
designed to capture additional demand and engage with
customers in more fun, personal and relevant ways.
Given the importance of value to its customers, the U.S. is
working to establish a consistent national value offering. The goal
is to provide customers more choice and flexibility, including the
opportunity to bundle their own meals at compelling price points.
International Lead Markets
The International Lead markets remain relentlessly focused on
customers and using data insights to better understand and
respond to their changing needs and expectations.
These markets are focused on food quality, which includes
modernizing cooking and service platforms to serve hotter, fresher
food. Local market initiatives include new recipes and quality
ingredients, such as a range of new Signature Beef products in
the U.K.
The International Lead markets are working to improve the
restaurant experience with a focus on customizing the menu for
individual tastes, and offering customers different ways to order,
pay for or receive their food. Markets continue to test solutions like
self-order kiosks, table service and curbside delivery that help
restaurant teams better connect with and serve customers
because they simplify operations. These solutions also enable
restaurants to accommodate more customers during busy peak
times, thereby driving overall business performance.
Markets are at different stages, but all are making steady
progress towards enhancing the customer experience. France is
the furthest along with digital, web ordering, self-order kiosks and
table service in the majority of restaurants. Australia's platform
focuses on personalization and customization of premium burgers,
chicken sandwiches and salads ordered through self-order kiosks.
Canada and the U.K. have a number of Experience of the Future
restaurants in place today and have plans to deploy more broadly
in 2016.
The International Lead markets continue to focus on
sustainability and social responsibility to become an even more
relevant and trusted brand.
High Growth Markets
McDonald's High Growth markets are focused on creating
customer excitement through menu, promotions and value, and
implementing a digital strategy with specific mobile solutions and
actions to build the business and brand trust.
In addition to driving operational growth in existing
restaurants, targeted new restaurant development and
refranchising initiatives are top priorities.
New restaurant openings totaled over 400 in 2015, while net
additions were over 200. Between 400-500 total openings are
planned for 2016, primarily in China, with a strong emphasis on
freestanding restaurants with drive-thru’s. The High Growth
markets include about half of the System’s planned global
openings for 2016.
McDonald's Corporation 2015 Annual Report 15
Foundational Markets
The Foundational markets span over 80 countries across Asia,
Europe, Latin America, Middle East and Africa. This diverse group
of markets share common goals of enhancing the critical elements
that differentiate McDonald’s - the menu and the customer
experience. Menu efforts include emphasizing core favorites and
ensuring strong everyday value platforms are in place,
complemented by exciting new menu news tailored to local tastes
and flavor preferences. The markets are placing a renewed
commitment on running great restaurants and increasing
convenience to customers, including drive-thru and delivery.
The segment is pursuing refranchising opportunities, including
the sale of certain markets to developmental licensees.
McDonald's is also exploring the sale of a portion of the
Company’s ownership in McDonald’s Japan to a strategic investor
who could help advance Japan’s turnaround efforts, unlock the
market’s growth potential, and enhance value for all stakeholders.
OUTLOOK FOR 2016
As McDonald's continues to execute its turnaround plan in 2016,
the Company is confident that these strategies will transform
customer perceptions of McDonald's as a modern and progressive
burger company delivering a contemporary experience.
Although some larger markets face challenging headwinds as
the Company enters 2016, McDonald's expects continued positive
top-line momentum across all segments. McDonald's System is
committed to elevating every aspect of the customer experience
with the essential imperative of running great restaurants.
While the Company does not provide specific guidance on
earnings per share, the following global and certain segment-
specific information is provided to assist in forecasting the
Company’s future results.
•
•
Changes in Systemwide sales are driven by
comparable sales and net restaurant unit expansion.
The Company expects net restaurant additions to add
approximately 1 percentage point to 2016 Systemwide
sales growth (in constant currencies).
The Company does not generally provide specific
guidance on changes in comparable sales. However,
as a perspective, assuming no change in cost
structure, a 1 percentage point change in comparable
sales for either the U.S. or the International Lead
Markets segment would change annual diluted
earnings per share by about 4 cents.
• With about 75% of McDonald's grocery bill comprised
of 10 different commodities, a basket of goods
approach is the most comprehensive way to look at
the Company's commodity costs. For the full-year
2016, costs for the total basket of goods are expected
to decrease about 1-2% in the U.S. and remain
relatively flat in the International Lead Markets
segment.
The Company expects full-year 2016 selling, general
and administrative expenses to decrease about 1-2%
in constant currencies, with fluctuations expected
between the quarters. This includes expenses
associated with our Worldwide Owner/Operator
Convention in second quarter 2016 and sponsorship
of the Summer Olympic games in third quarter 2016.
Based on current interest and foreign currency
exchange rates, the Company expects interest
expense for the full-year 2016 to increase about
40-45% compared with 2015 due to higher average
debt balances.
•
•
16 McDonald's Corporation 2015 Annual Report
•
•
•
•
A significant part of the Company's operating income
is generated outside the U.S., and about 30% of its
total debt is denominated in foreign currencies.
Accordingly, earnings are affected by changes in
foreign currency exchange rates, particularly the Euro,
British Pound, Australian Dollar and Canadian Dollar.
Collectively, these currencies represent approximately
70% of the Company's operating income outside the
U.S. If all four of these currencies moved by 10% in
the same direction, the Company's annual diluted
earnings per share would change by up to 25 cents.
The Company expects the effective income tax rate
for the full-year 2016 to be in the 31%-33% range.
Some volatility may be experienced between the
quarters resulting in a quarterly tax rate outside of the
annual range.
The Company expects capital expenditures for 2016
to be approximately $2.0 billion, about half of which
will be used to open new restaurants. The Company
expects to open about 1,000 restaurants, including
about 400 restaurants in affiliated and developmental-
licensee markets where the Company does not fund
any capital expenditures. The Company expects net
additions of about 500 restaurants. The remaining
capital will be used to reinvest in existing locations,
including about 400 to 500 reimages in the U.S.
The Company plans to optimize its capital structure
and expects to return about $30 billion to shareholders
for the three-year period ending 2016. The cumulative
return for the two years ended 2015 was nearly $16
billion, leaving about $14 billion to be completed in
2016. Some of this remaining amount will be funded
by issuing additional debt, of which approximately $6
billion was issued in the fourth quarter 2015.
Long-term
•
•
The Company expects to refranchise about 4,000
restaurants in the four-year period ending 2018 with a
long-term goal to become 95% franchised. The
majority of the refranchising will take place in the High
Growth and Foundational markets. During 2015, we
refranchised about 470 restaurants.
The Company expects to realize net annual G&A
savings of about $500 million from our G&A base of
$2.6 billion at the beginning of 2015, the vast majority
of which is expected to be realized by the end of 2017.
These savings will be realized through our
refranchising efforts, streamlining resources across
corporate, segment and market organizations,
primarily in non-customer facing functions, and
realizing greater efficiencies in the Company's Global
Business Services platform. This target excludes the
impact of foreign currency changes. We expect to
realize a cumulative total of about $150 million in
savings by the end of 2016, with about half of these
savings already achieved in 2015.
•
In connection with executing against our refranchising
and G&A targets, we may incur incremental strategic
charges associated with asset dispositions and
restructuring.
Consolidated Operating Results
Operating results
Dollars and shares in millions, except per share data
Revenues
Sales by Company-operated restaurants
Revenues from franchised restaurants
Total revenues
Operating costs and expenses
Company-operated restaurant expenses
Franchised restaurants-occupancy expenses
Selling, general & administrative expenses
Other operating (income) expense, net
Total operating costs and expenses
Operating income
Interest expense
Nonoperating (income) expense, net
Income before provision for income taxes
Provision for income taxes
Net income
Earnings per common share—diluted
Weighted-average common shares outstanding—
diluted
n/m Not meaningful
2015
Increase/
(decrease)
(9%)
(4)
(7)
(9)
(3)
(2)
n/m
(6)
(10)
11
n/m
(11)
(22)
(5%)
0%
(4%)
Amount
$16,488
8,925
25,413
13,977
1,647
2,434
209
18,267
7,146
638
(48)
6,556
2,027
$ 4,529
4.80
$
944.6
Amount
$18,169
9,272
27,441
15,288
1,697
2,488
19
19,492
7,949
576
1
7,372
2,614
$ 4,758
4.82
$
986.3
2014
Increase/
(decrease)
(4%)
0
(2)
(2)
4
4
n/m
1
(9)
9
n/m
(10)
0
(15%)
(13%)
(2%)
2013
Amount
$18,875
9,231
28,106
15,579
1,624
2,386
(247)
19,342
8,764
528
32
8,204
2,618
$ 5,586
5.55
$
1,006.0
IMPACT OF FOREIGN CURRENCY TRANSLATION ON REPORTED RESULTS
While changes in foreign currency exchange rates affect reported results, McDonald’s mitigates exposures, where practical, by purchasing
goods and services in local currencies, financing in local currencies and hedging certain foreign-denominated cash flows.
Foreign currency translation had a negative impact on consolidated operating results in each of the last three years. In 2015, results
were negatively impacted by the strengthening of the U.S. Dollar against the Euro, Australian Dollar, Russian Ruble and most other
currencies. In 2014, results were negatively impacted by the weaker Russian Ruble, Australian Dollar and certain other currencies, partly
offset by the stronger British Pound. In 2013, results were negatively impacted by the weaker Australian Dollar, Japanese Yen and many
other foreign currencies, partly offset by the stronger Euro.
Impact of foreign currency translation on reported results
In millions, except per share data
Revenues
Company-operated margins
Franchised margins
Selling, general & administrative expenses
Operating income
Net income
Earnings per common share—diluted
2015
$ 25,413
2,511
7,278
2,434
7,146
4,529
4.80
Reported amount
2013
$ 28,106
3,296
7,607
2,386
8,764
5,586
5.55
2014
$ 27,441
2,881
7,575
2,488
7,949
4,758
4.82
Currency translation
benefit/(cost)
2013
$ (29)
(7)
(43)
(5)
(66)
(52)
(0.05)
2014
$ (570)
(60)
(119)
21
(152)
(114)
(0.12)
2015
$(2,829)
(331)
(626)
158
(771)
(473)
(0.50)
NET INCOME AND DILUTED EARNINGS PER COMMON SHARE
In 2015, net income decreased 5% (increased 5% in constant
currencies) to $4.5 billion and diluted earnings per common share
was flat (increased 10% in constant currencies) at $4.80. Foreign
currency translation had a negative impact of $0.50 on diluted
earnings per share.
In 2014, net income decreased 15% (13% in constant
currencies) to $4.8 billion and diluted earnings per common share
decreased 13% (11% in constant currencies) to $4.82. Foreign
currency translation had a negative impact of $0.12 on diluted
earnings per share.
Results in 2015 benefited from higher franchised margins and
a gain on sale of property in the U.S., partly offset by strategic
charges, primarily related to goodwill impairment and other asset
write-offs in conjunction with the Company's refranchising
initiatives, restructuring and incremental restaurant closings. The
strategic charges and gain on sale of property in the U.S. had a
negative net impact on diluted earnings per share of $0.18 in
2015.
Results in 2014 were negatively impacted by the following
items that had a negative impact of $0.54 on diluted earnings per
share:
•
$0.31 per share due to an increase in tax reserves for
2003-2010 resulting from an unfavorable lower tax court
ruling in a foreign tax jurisdiction, as well as an increase
in tax reserves related to audit progression in other
foreign tax jurisdictions.
McDonald's Corporation 2015 Annual Report 17
•
$0.23 per share due to the estimated impact of a supplier
issue in China. As a consequence, results in China,
Japan and certain other markets were negatively
impacted due to lost sales and profitability, including
expenses associated with customer recovery efforts.
Excluding the impact of these current and prior year items, in
2015 earnings per share in constant currencies would have
reflected an increase of $0.12 or 2%. In 2014, diluted earnings per
share would have reflected a decrease of 3% (1% in constant
currencies) excluding the 2014 charges related to certain foreign
tax matters and the China supplier issue. This supplemental
information is provided to assist investors in understanding the
impact of significant items outside of normal operations.
The Company repurchased 61.8 million shares of its stock for
$6.2 billion in 2015 and 33.1 million shares of its stock for $3.2
billion in 2014, driving reductions in weighted-average shares
outstanding on a diluted basis in both periods, which positively
benefited earnings per share.
REVENUES
The Company’s revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees. Revenues
from conventional franchised restaurants include rent and royalties based on a percent of sales, minimum rent payments and initial fees.
Revenues from franchised restaurants that are licensed to foreign affiliates and developmental licensees include a royalty based on a
percent of sales, and generally include initial fees.
The Company is accelerating the pace of refranchising to optimize its restaurant ownership mix, generate more stable and predictable
revenue and cash flow streams, and operate with a less resource-intensive structure. The shift to a greater percentage of franchised
restaurants negatively impacts consolidated revenues as Company-operated sales are replaced by franchised sales, where the Company
receives rent and/or royalty revenue based on a percentage of sales.
In 2015, constant currency revenue growth was driven by positive comparable sales and the benefit from expansion. In 2014, constant
currency revenue was flat compared to the prior year, reflecting the impact of negative comparable sales, partially offset by expansion.
Revenues
Dollars in millions
Company-operated sales:
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
Franchised revenues:
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
Total revenues:
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
Amount
Increase/(decrease)
Increase/(decrease)
excluding currency
translation
2015
2014
2013
2015
2014
2015
2014
$ 4,198
4,798
5,442
2,050
$16,488
$ 4,361
2,817
731
1,016
$ 8,925
$ 8,559
7,615
6,173
3,066
$25,413
$ 4,351
5,443
6,071
2,304
$18,169
$ 4,300
3,101
774
1,097
$ 9,272
$ 8,651
8,544
6,845
3,401
$27,441
$ 4,512
5,513
6,322
2,528
$18,875
$ 4,339
3,023
721
1,148
$ 9,231
$ 8,851
8,536
7,043
3,676
$28,106
(4%)
(12)
(10)
(11)
(9%)
1%
(9)
(5)
(7)
(4%)
(1%)
(11)
(10)
(10)
(7%)
(4%)
(1)
(4)
(9)
(4%)
(1%)
3
7
(4)
0%
(2%)
0
(3)
(7)
(2%)
(4%)
1
6
5
2%
1%
6
9
10
5%
(1%)
3
6
7
3%
(4%)
(1)
1
(3)
(1%)
(1%)
4
7
4
2%
(2%)
1
1
(1)
0%
• High Growth Markets: In 2015, the increase in constant
currency revenues was due to expansion and positive
comparable sales, primarily driven by Russia and China. In
2014, the constant currency increase reflected a benefit from
expansion, primarily in Russia and China, partly offset by
negative comparable sales, reflecting the impact from the
supplier issue in China and weaker results in Russia.
• US: In 2015, the decrease in revenues reflected the impact
from refranchising. In 2014, the decrease was due to negative
comparable sales, reflecting negative comparable guest
counts.
•
International Lead Markets: In 2015, the increase in
constant currency revenues was due to positive comparable
sales performance, primarily in the U.K., Australia and
Canada, partly offset by the impact of refranchising. In 2014,
the constant currency increase was driven primarily by
positive comparable sales and the benefit from expansion in
the U.K., mostly offset by negative comparable sales and the
impact of refranchising in Germany.
18 McDonald's Corporation 2015 Annual Report
The following tables present comparable sales, comparable guest counts and Systemwide sales increases/(decreases):
Comparable sales and guest count increases/(decreases)
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
Systemwide sales increases/(decreases)
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
2015
Guest
Counts
(3.0%)
1.0
(2.2)
(3.7)
(2.3%)
Sales
0.5%
3.4
1.8
0.7
1.5%
2014
Guest
Counts
(4.1%)
(1.2)
(2.9)
(4.8)
(3.6%)
Sales
(2.1%)
0.8
(2.8)
(0.1)
(1.0%)
2013
Guest
Counts
(1.6%)
(1.1)
(2.2)
(3.0)
(1.9%)
Sales
(0.2%)
0.2
(0.6)
1.5
0.2%
2015
1%
(10)
(7)
(13)
(6%)
2014
(1%)
2
1
(7)
(2%)
Increase/(decrease)
excluding currency
translation
2014
(1%)
3
4
3
1%
2015
1%
5
8
3
3%
Franchised sales are not recorded as revenues by the Company, but are the basis on which the Company calculates and records
franchised revenues and are indicative of the financial health of the franchisee base. The following table presents franchised sales and the
related increases/(decreases):
Franchised sales
Dollars in millions
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
2015
$31,639
16,313
4,525
13,749
$66,226
2014
$31,096
17,921
4,678
15,922
$69,617
Amount
2013
$31,344
17,507
4,305
17,095
$70,251
Increase/(decrease)
2014
2015
(1%)
2%
2
(9)
9
(3)
(7)
(14)
(1%)
(5%)
Increase/(decrease)
excluding currency
translation
2014
(1%)
4
8
4
2%
2015
2%
6
10
3
4%
McDonald's Corporation 2015 Annual Report 19
FRANCHISED MARGINS
Franchised margin dollars represent revenues from franchised restaurants less the Company’s occupancy costs (rent and depreciation)
associated with those sites. Franchised margin dollars represented about 70% of the combined restaurant margins in 2015, 2014 and 2013.
In 2015, franchised margin dollars decreased $297 million or 4% (increased 4% in constant currencies). The constant currency
increase was due to positive comparable sales performance, expansion and refranchising. In 2014, franchised margin dollars decreased
$32 million or 0% (increased 1% in constant currencies), reflecting a benefit from expansion and refranchising, offset by negative
comparable sales performance.
In connection with the Company's long-term financial targets, the Company plans to refranchise about 4,000 restaurants for the four-
year period ending 2018. While this refranchising activity may have a dilutive effect on the franchised margin percent, it typically results in
higher franchised margin dollars.
Franchised margins
Dollars in millions
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
Amount
% of
Revenue
Amount
% of
Revenue
Amount
% of
Revenue
2015
2014
2013
$3,606
2,254
520
898
$7,278
82.7% $3,572
2,486
80.0
555
71.1
88.3
962
81.5% $7,575
83.1% $3,626
2,430
80.1
71.7
531
87.7
1,020
81.7% $7,607
83.6%
80.4
73.6
88.9
82.4%
Increase/
(decrease)
2014
(1%)
2
4
(6)
0%
2015
1%
(9)
(6)
(7)
(4%)
Increase/(decrease)
excluding currency
translation
2014
(1%)
4
4
3
1%
2015
1%
6
7
11
4%
• US: In 2015, the decrease in the franchised margin percent
was due to higher occupancy costs. In 2014, the decrease
was primarily due to negative comparable sales and higher
occupancy costs.
• High Growth Markets: In 2015, the decrease in the
franchised margin percent was primarily due to the impact
from refranchising. In 2014, the decrease was primarily due to
negative comparable sales across the segment.
•
International Lead Markets: In 2015, the franchised margin
percent reflected the benefit from positive comparable sales
performance and the negative impact from higher lease
expense and refranchising. In 2014, the decrease was due to
weaker results in Germany and the negative impact from
refranchising, primarily in Germany and Australia, partly offset
by positive results in the U.K.
The franchised margin percent in Foundational Markets &
Corporate is higher relative to the other segments due to a larger
proportion of developmental licensed and/or affiliated restaurants
where the Company receives royalty income with no
corresponding occupancy costs.
COMPANY-OPERATED MARGINS
Company-operated margin dollars represent sales by Company-operated restaurants less the operating costs of these restaurants. In 2015,
Company-operated margin dollars decreased $370 million or 13% (1% in constant currencies). In 2014, Company-operated margin dollars
decreased $415 million or 13% (11% in constant currencies), reflecting weak results across all segments.
Company-operated margins
Dollars in millions
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
Amount
% of
Revenue
Amount
% of
Revenue
Amount
% of
Revenue
2015
2014
2013
$ 632
961
659
259
$2,511
15.1% $ 756
1,080
20.0
780
12.1
12.7
265
15.2% $2,881
17.4% $ 830
1,079
19.8
1,019
12.9
11.5
368
15.9% $3,296
18.4%
19.6
16.1
14.6
17.5%
Increase/
(decrease)
2014
(9%)
0
(23)
(28)
(13%)
2015
(16%)
(11)
(16)
(2)
(13%)
Increase/(decrease)
excluding currency
translation
2014
(9%)
1
(19)
(25)
(11%)
2015
(16%)
2
3
15
(1%)
• U.S.: In 2015, the decrease in the Company-operated margin
percent was primarily due to the incremental investment in
wages and benefits for eligible Company-operated restaurant
employees, effective July 1, 2015, designed to improve
restaurant performance and enhance our employment
proposition. In 2014, the decrease was due to the impact of
negative comparable guest counts and higher commodity and
labor costs, partly offset by higher average check.
•
International Lead Markets: In 2015, the increase in the
Company-operated margin percent was due to higher
comparable sales and the result of refranchising efforts, partly
offset by higher labor and occupancy costs. In 2014, the
increase was primarily due to positive results in France, partly
offset by weaker results in Germany.
20 McDonald's Corporation 2015 Annual Report
• High Growth Markets: In 2015, the decrease in the
Company-operated margin percent was primarily due to the
negative impact from currency and inflationary pressures in
Russia, and higher labor and occupancy costs across the
segment. This was partly offset by the benefit from recovery in
China from the 2014 supplier issue. In 2014, the decrease
was primarily due to the negative impact of the supplier issue
in China and weaker results in Russia.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES
Consolidated selling, general and administrative expenses decreased 2% (increased 4% in constant currencies) in 2015 and increased 4%
(5% in constant currencies) in 2014. The constant currency increase in 2015 was due to higher incentive-based compensation costs
reflecting improved performance, partly offset by lower employee-related costs resulting from the Company's recent restructuring initiatives.
The increase in 2014 was primarily due to higher employee and other costs, the 2014 Winter Olympics and the Worldwide Owner/Operator
Convention, partly offset by a reduction in incentive-based compensation.
Selling, general & administrative expenses
Dollars in millions
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate(1)
Total
2015
$ 766
534
326
808
$ 2,434
2014
$ 772
621
389
706
$ 2,488
Amount
2013
$ 740
586
352
708
$ 2,386
2015
(1%)
Increase/(decrease)
2014
4%
6
11
0
4%
(14)
(16)
15
(2%)
Increase/(decrease)
excluding currency
translation
2014
4%
7
13
0
5%
2015
(1%)
(1)
(5)
20
4%
(1)
Included in Foundational Markets & Corporate are home office support costs in areas such as facilities, finance, human resources, information technology, legal,
marketing, restaurant operations, supply chain and training.
Selling, general and administrative expenses as a percent of revenues was 9.6% in 2015, 9.1% in 2014 and 8.5% in 2013. Selling,
general and administrative expenses as a percent of Systemwide sales was 2.9% in 2015, 2.8% in 2014 and 2.7% in 2013. Management
believes that analyzing selling, general and administrative expenses as a percent of Systemwide sales, as well as revenues, is meaningful
because these costs are incurred to support the overall McDonald's business.
As a result of the re-categorization of all markets from the prior geographic segments into the new segments, historical market support
expenses outside the U.S. were reallocated from the prior geographic segments into the new international segments for all periods
presented. Beginning July 1, 2015, the Company centralized certain market support expenses previously incurred by the geographic
segments into Corporate. As a result, these expenses were included in the segment results prior to July 1, 2015 and in Corporate results
subsequent to that date.
Asset dispositions and other (income) expense, net
In 2015, results included a $135 million gain on the sale of
property in the U.S., mostly offset by asset write-offs resulting from
the decision to close under-performing restaurants, primarily in the
U.S. and China. In 2014, the increase in asset dispositions and
other expense was primarily due to higher asset write-offs and
lower other income items in the U.S.
Impairment and other charges
In 2015, the Company recorded strategic charges related to
goodwill and other asset write-offs in conjunction with its
refranchising initiative in certain Foundational markets and global
restructuring activities. In 2014, impairment and other charges
primarily reflected certain costs associated with the supplier issue
in China.
OTHER OPERATING (INCOME) EXPENSE, NET
Other operating (income) expense, net
In millions
Gains on sales of restaurant
businesses
Equity in (earnings) losses of
unconsolidated affiliates
Asset dispositions and other (income)
expense, net
Impairment and other charges
Total
2015
2014
2013
$ (146)
$ (137) $ (199)
147
9
(78)
(27)
235
$ 209
108
39
$ 19
30
0
$ (247)
Gains on sales of restaurant businesses
In 2015, the Company realized higher gains on sales of restaurant
businesses, primarily in the U.S., mostly offset by lower gains in
China and Australia. In 2014, the decrease in results reflected
lower gains, primarily in Australia, China and the U.S.
Equity in (earnings) losses of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates decreased in 2015
and 2014, primarily due to weaker results in Japan, including the
decision to close under-performing restaurants in 2015 and the
supplier issue in 2014.
McDonald's Corporation 2015 Annual Report 21
OPERATING INCOME
Operating income
Dollars in millions
U.S.
International Lead Markets
High Growth Markets
Foundational Markets & Corporate
Total
2015
$3,612
2,713
841
(20)
$7,146
2014
$3,523
3,034
934
458
$7,949
Amount
2013
$3,779
3,029
1,250
706
$8,764
Increase/(decrease)
2014
2015
(7%)
3%
0
(25)
(35)
(11)
(10)
n/m
(10%)
(9%)
Increase/(decrease)
excluding currency
translation
2014
(7%)
1
(23)
(22)
2015
3%
4
9
(74)
0%
(8%)
INTEREST EXPENSE
Interest expense increased 11% (16% in constant currencies) and
increased 9% (9% in constant currencies) in 2015 and 2014,
respectively, primarily due to higher average debt balances.
Results were partly offset in 2015 by lower interest rates.
NONOPERATING (INCOME) EXPENSE, NET
Nonoperating (income) expense, net
In millions
Interest income
Foreign currency and hedging activity
Other expense
Total
2015
$ (9)
(56)
17
$ (48)
2014
$ (20)
20
1
$ 1
2013
$ (15)
8
39
$ 32
Foreign currency and hedging activity includes net gains or losses
on certain hedges that reduce the exposure to variability on
certain intercompany foreign currency cash flow streams.
• U.S.: In 2015, the increase in operating income was due
primarily to a gain on sale of property and higher franchised
margin dollars, partly offset by lower Company-operated
margin dollars reflecting higher costs associated with the
incremental investment in wages and benefits for eligible
Company-operated restaurant employees, effective July 1,
2015. In addition, 2015 results were negatively impacted by
restructuring and restaurant closing charges. In 2014, the
decrease in results was due to lower restaurant margin
dollars, lower other operating income and higher selling,
general and administrative expenses.
•
International Lead Markets: In 2015, the constant currency
operating income increase was due primarily to higher
franchised margin dollars, benefiting from positive
comparable sales performance. In 2014, the constant
currency increase was due primarily to higher franchised
margin dollars, partly offset by higher selling, general and
administrative expenses.
• High Growth Markets: In 2015, the constant currency
operating income increase reflected recovery from the 2014
supplier issue in China and higher franchised margin dollars,
partly offset by restaurant closing charges. In 2014, the
decrease reflected the negative impact of the supplier issue
and lower Company-operated margin dollars in Russia.
•
Foundational Markets and Corporate: In 2015, the constant
currency operating income decrease was due to strategic
charges across the segment and weaker results in Japan, as
well as higher Corporate selling, general and administrative
expenses, including the centralization of certain costs. In
2014, the decrease primarily reflected lower Company-
operated margin dollars and weaker operating results in
Japan, due in part to the supplier issue.
• Operating margin
Operating margin is defined as operating income as a percent
of total revenues. Operating margin was 28.1% in 2015,
29.0% in 2014 and 31.2% in 2013.
22 McDonald's Corporation 2015 Annual Report
PROVISION FOR INCOME TAXES
In 2015, 2014 and 2013, the reported effective income tax rates
were 30.9%, 35.5% and 31.9%, respectively.
In 2014, the higher effective income tax rate was primarily due
to a change in tax reserves for 2003-2010 resulting from an
unfavorable lower tax court ruling in a foreign tax jurisdiction, as
well as the impact of changes in tax reserves related to audit
progression in multiple foreign tax jurisdictions. These items had a
negative impact of 4.1% on the effective tax rate.
In 2013, the effective income tax rate included a tax benefit of
nearly $50 million, reflecting the retroactive impact of certain tax
benefits as a result of the American Taxpayer Relief Act of 2012.
Consolidated net deferred tax liabilities included tax assets,
net of valuation allowance, of $1.8 billion in 2015 and $1.6 billion
in 2014. Substantially all of the net tax assets are expected to be
realized in the U.S. and other profitable markets.
RECENTLY ISSUED ACCOUNTING STANDARDS
Revenue Recognition
In May 2014, the Financial Accounting Standards Board ("FASB")
issued guidance codified in Accounting Standards Codification
("ASC") 606, "Revenue Recognition - Revenue from Contracts
with Customers," which amends the guidance in ASC 605,
"Revenue Recognition." In July 2015, the FASB made a decision
to defer by one year the effective date of its new standard to
January 1, 2018, although early adoption is permitted as of
January 1, 2017.
The new standard allows for either a full retrospective or
modified retrospective transition approach. The Company does not
believe that the standard will impact its recognition of revenue
from company-operated restaurants or its recognition of royalties
from restaurants operated by franchisees or licensed to affiliates
and developmental licensees, which are based on a percent of
sales. The Company is continuing to evaluate the impact the
adoption of this standard will have on the recognition of other less
significant revenue transactions, such as initial fees from
franchisees for new restaurant openings or new franchise terms.
Cash Flows
The Company generates significant cash from its operations and
has substantial credit availability and capacity to fund operating
and discretionary spending such as capital expenditures, debt
repayments, dividends and share repurchases.
Cash provided by operations totaled $6.5 billion and
exceeded capital expenditures by $4.7 billion in 2015, while cash
provided by operations totaled $6.7 billion and exceeded capital
expenditures by $4.1 billion in 2014. In 2015, cash provided by
operations decreased $191 million or 3% compared with 2014,
primarily due to lower operating results, including the impact from
weaker foreign currencies, and other operating activity. This was
partly offset by changes in working capital. In 2014, cash provided
by operations decreased $390 million or 5% compared with 2013
primarily due to lower operating results, partly offset by lower
income tax payments.
Cash used for investing activities totaled $1.4 billion in 2015,
a decrease of $885 million compared with 2014. The decrease
primarily reflected lower capital expenditures. Cash used for
investing activities totaled $2.3 billion in 2014, a decrease of $369
million compared with 2013. The decrease primarily reflected
lower capital expenditures, a decrease in other investing activities
related to short-term time deposits and higher proceeds from sales
of restaurant businesses.
Cash provided by financing activities totaled $735 million in
2015, an increase of $5.4 billion compared with 2014, primarily
due to an increase in net borrowings, partly offset by higher
treasury stock purchases. Cash used for financing activities
totaled $4.6 billion in 2014, an increase of $575 million compared
with 2013, primarily due to higher treasury stock purchases, partly
offset by an increase in net borrowings.
The Company’s cash and equivalents balance was $7.7
billion and $2.1 billion at year end 2015 and 2014, respectively.
The increase in 2015 was due to higher net borrowings to be used
primarily for share repurchases in 2016. In addition to cash and
equivalents on hand and cash provided by operations, the
Company can meet short-term funding needs through its
continued access to commercial paper borrowings and line of
credit agreements.
RESTAURANT DEVELOPMENT AND CAPITAL EXPENDITURES
In 2015, the Company opened 989 restaurants and closed 722
restaurants. In 2014, the Company opened 1,316 restaurants and
closed 487 restaurants. The increase in restaurant closings in
2015 reflected a strategic review that resulted in additional
closures of under-performing restaurants. The Company closes
restaurants for a variety of reasons, such as existing sales and
profit performance or loss of real estate tenure.
Systemwide restaurants at year end
U.S.
International Lead Markets
High Growth Markets
Foundational Markets &
Corporate
Total
2015
14,259
6,802
5,266
10,198
36,525
2014
14,350
6,717
5,031
10,160
36,258
2013
14,278
6,604
4,639
9,908
35,429
Approximately 82% of the restaurants at year-end 2015 were
franchised, including 90% in the U.S., 82% in International Lead
markets, 46% in High Growth markets and 90% in Foundational
markets.
Capital expenditures decreased $769 million or 30% in 2015,
primarily due to fewer new restaurant openings and lower
reinvestment at existing restaurants. Capital expenditures
decreased $242 million or 9% in 2014, primarily due to lower
reinvestment in existing restaurants. In both years, the lower
reinvestment primarily reflected fewer reimages.
Capital expenditures invested in the U.S., International Lead
markets and High Growth markets represented about 90% of the
total in 2015, 2014 and 2013.
Capital expenditures
In millions
New restaurants
Existing restaurants
Other(1)
Total capital expenditures
Total assets
$
2015
892
842
80
$ 1,814
$37,939
2014
$ 1,435
1,044
104
$ 2,583
$34,227
2013
$ 1,473
1,244
108
$ 2,825
$36,626
(1) Primarily corporate equipment and other office-related expenditures.
New restaurant investments in all years were concentrated in
markets with strong returns or opportunities for long-term growth.
Average development costs vary widely by market depending on
the types of restaurants built and the real estate and construction
costs within each market. These costs, which include land,
buildings and equipment, are managed through the use of
optimally-sized restaurants, construction and design efficiencies,
and leveraging best practices. Although the Company is not
responsible for all costs for every restaurant opened, total
development costs (consisting of land, buildings and equipment)
McDonald's Corporation 2015 Annual Report 23
for new traditional McDonald’s restaurants in the U.S. averaged
approximately $3.3 million in 2015.
The Company owned approximately 45% of the land and
about 70% of the buildings for restaurants in its consolidated
markets at year-end 2015 and 2014.
SHARE REPURCHASES AND DIVIDENDS
In 2015, the Company returned approximately $9.4 billion to
shareholders through a combination of shares repurchased and
dividends paid. This brings the cumulative two-year return to
shareholders to $15.8 billion versus our targeted return of about
$30 billion for the three-year period ending 2016.
Shares repurchased and dividends
In millions, except per share data
Number of shares repurchased
Shares outstanding at year end
Dividends declared per share
2015
61.8
907
$ 3.44
2014
33.1
963
$ 3.28
2013
18.7
990
$ 3.12
Financial Position and Capital Resources
TOTAL ASSETS AND RETURNS
Total assets increased $3.7 billion or 11% in 2015. Excluding the
effect of changes in foreign currency exchange rates, total assets
increased $5.8 billion in 2015 primarily due to higher cash and
equivalents. Nearly 75% of total assets were in the U.S.,
International Lead markets and High Growth markets at year-end
2015. Net property and equipment decreased $1.4 billion in 2015,
primarily due to the impact of depreciation and foreign currency
translation, partly offset by capital expenditures, and represented
about 60% of total assets at year end.
Operating income is used to compute return on average
assets, while net income is used to calculate return on average
common equity. Month-end balances are used to compute both
average assets and average common equity.
Returns on assets and equity
Treasury stock purchases (in
Shareholders' equity)
Dividends paid
Total returned to shareholders
$ 6,182
3,230
$ 9,412
$3,175
3,216
$6,391
$1,810
3,115
$4,925
Return on average assets
Return on average common
equity
2015
20.9%
2014
21.8%
2013
24.8%
45.1
31.3
35.8
In May 2014, the Company’s Board of Directors approved a
$10 billion share repurchase program with no specified expiration
date ("2014 Program"). In 2015, approximately 61.8 million shares
were repurchased for $6.2 billion, bringing total purchases under
the program to $8.1 billion. In December 2015, the Company's
Board of Directors terminated the 2014 program and replaced it
with a new share repurchase program, effective January 1, 2016,
that authorizes the purchase of up to $15 billion of the Company's
outstanding common stock with no specified expiration date.
On February 12, 2016, the Company paid $2.7 billion under
an Accelerated Share Repurchase agreement and received an
initial delivery of 18.5 million shares, which represents 80% of the
total shares the Company expects to receive based on the market
price at the time of initial delivery. The final number of shares
delivered upon settlement of the agreement, between April 1, 2016
and May 13, 2016, will be determined with reference to the volume
weighted average price per share of the Company’s common
stock over the term of the agreement, less a negotiated discount.
The Company has paid dividends on its common stock for 40
consecutive years and has increased the dividend amount every
year. The 2015 full year dividend of $3.44 per share reflects the
quarterly dividend paid for each of the first three quarters of $0.85
per share, with an increase to $0.89 per share paid in the fourth
quarter. This 5% increase in the quarterly dividend equates to a
$3.56 per share annual dividend and reflects the Company’s
confidence in the ongoing strength and reliability of its cash flow.
As in the past, future dividend amounts will be considered after
reviewing profitability expectations and financing needs, and will
be declared at the discretion of the Company’s Board of Directors.
24 McDonald's Corporation 2015 Annual Report
In 2015, return on average assets decreased primarily due to
the negative impact of foreign currency translation on operating
income, partly offset by lower average assets, while return on
average common equity increased primarily due to lower average
common equity as a result of higher treasury stock purchases. In
2014, return on average assets and return on average common
equity decreased, reflecting lower operating results. Operating
income does not include interest income; however, cash balances
are included in average assets. The inclusion of cash balances in
average assets reduced return on average assets by about two
percentage points for all years presented.
FINANCING AND MARKET RISK
The Company generally borrows on a long-term basis and is
exposed to the impact of interest rate changes and foreign
currency fluctuations. Debt obligations at December 31, 2015
totaled $24.1 billion, compared with $15.0 billion at December 31,
2014. The net increase in 2015 was primarily due to net long-term
issuances of $9.7 billion in connection with the Company's plans
to optimize its capital structure.
Debt highlights(1)
Fixed-rate debt as a percent of total
debt(2,3)
Weighted-average annual interest
rate of total debt(3)
Foreign currency-denominated debt
as a percent of total debt(2)
Total debt as a percent of total
capitalization (total debt and total
Shareholders' equity)(2)
Cash provided by operations as a
percent of total debt(2)
2015
2014
2013
81% 74% 74%
3.8
4.0
4.0
29
40
41
77
27
54
45
47
50
(1) All percentages are as of December 31, except for the weighted-average
annual interest rate, which is for the year.
(2) Based on debt obligations before the effects of fair value hedging
adjustments and deferred debt costs. These effects are excluded as they
have no impact on the obligation at maturity. See Debt financing note to
the consolidated financial statements.
(3)
Includes the effect of interest rate swaps.
Standard & Poor’s and Moody’s currently rate, with a stable
The Company’s net asset exposure is diversified among a
outlook, the Company’s commercial paper A-2 and P-2,
respectively; and its long-term debt BBB+ and Baa1, respectively.
To access the debt capital markets, the Company relies on credit-
rating agencies to assign short-term and long-term credit ratings.
Certain of the Company’s debt obligations contain cross-
acceleration provisions and restrictions on Company and
subsidiary mortgages and the long-term debt of certain
subsidiaries. There are no provisions in the Company’s debt
obligations that would accelerate repayment of debt as a result of
a change in credit ratings or a material adverse change in the
Company’s business. Under existing authorization from the
Company’s Board of Directors, at December 31, 2015, the
Company had $4.0 billion of authority remaining to borrow funds,
including through (i) public or private offering of debt securities;
(ii) direct borrowing from banks or other financial institutions; and
(iii) other forms of indebtedness. In addition to debt securities
available through a medium-term notes program registered with
the U.S. Securities and Exchange Commission ("SEC") and a
Global Medium-Term Notes program, the Company has
$2.5 billion available under a committed line of credit agreement
as well as authority to issue commercial paper in the U.S. and
global markets (see Debt Financing note to the consolidated
financial statements). Debt maturing in 2016 is $787 million of
long-term corporate debt. The Company plans to issue long-term
debt to refinance this maturing debt. As of December 31, 2015, the
Company's subsidiaries also had $732 million of borrowings
outstanding, primarily under uncommitted foreign currency line of
credit agreements.
The Company uses major capital markets, bank financings
and derivatives to meet its financing requirements and reduce
interest expense. The Company manages its debt portfolio in
response to changes in interest rates and foreign currency rates
by periodically retiring, redeeming and repurchasing debt,
terminating swaps and using derivatives. The Company does not
hold or issue derivatives for trading purposes. All swaps are over-
the-counter instruments.
In managing the impact of interest rate changes and foreign
currency fluctuations, the Company uses interest rate swaps and
finances in the currencies in which assets are denominated. The
Company uses foreign currency debt and derivatives to hedge the
foreign currency risk associated with certain royalties,
intercompany financings and long-term investments in foreign
subsidiaries and affiliates. This reduces the impact of fluctuating
foreign currencies on cash flows and shareholders’ equity. Total
foreign currency-denominated debt was $7.0 billion and
$5.9 billion for the years ended December 31, 2015 and 2014,
respectively. In addition, where practical, the Company’s
restaurants purchase goods and services in local currencies
resulting in natural hedges. See the Summary of significant
accounting policies note to the consolidated financial statements
related to financial instruments and hedging activities for additional
information regarding the accounting impact and use of
derivatives.
The Company does not have significant exposure to any
individual counterparty and has master agreements that contain
netting arrangements. Certain of these agreements also require
each party to post collateral if credit ratings fall below, or
aggregate exposures exceed, certain contractual limits. At
December 31, 2015, the Company was required to post an
immaterial amount of collateral due to certain derivatives having
negative positions. The Company's counterparties were not
required to post collateral on any derivative position, other than on
hedges of certain of the Company’s supplemental benefit plan
liabilities where the counterparties were required to post collateral
on their liability positions.
broad basket of currencies. The Company’s largest net asset
exposures (defined as foreign currency assets less foreign
currency liabilities) at year end were as follows:
Foreign currency net asset exposures
In millions of U.S. Dollars
Euro
British Pounds Sterling
Australian Dollars
Canadian Dollars
Russian Ruble
2015
$ 3,974
1,333
1,316
1,096
396
2014
$ 4,949
1,460
2,038
1,231
443
The Company prepared sensitivity analyses of its financial
instruments to determine the impact of hypothetical changes in
interest rates and foreign currency exchange rates on the
Company’s results of operations, cash flows and the fair value of
its financial instruments. The interest rate analysis assumed a one
percentage point adverse change in interest rates on all financial
instruments, but did not consider the effects of the reduced level of
economic activity that could exist in such an environment. The
foreign currency rate analysis assumed that each foreign currency
rate would change by 10% in the same direction relative to the
U.S. Dollar on all financial instruments; however, the analysis did
not include the potential impact on revenues, local currency prices
or the effect of fluctuating currencies on the Company’s
anticipated foreign currency royalties and other payments received
from the markets. Based on the results of these analyses of the
Company’s financial instruments, neither a one percentage point
adverse change in interest rates from 2015 levels nor a 10%
adverse change in foreign currency rates from 2015 levels would
materially affect the Company’s results of operations, cash flows
or the fair value of its financial instruments.
LIQUIDITY
The Company has significant operations outside the U.S. where
we earn about 60% of our operating income. A significant portion
of these historical earnings are considered to be indefinitely
reinvested in foreign jurisdictions where the Company has made,
and will continue to make, substantial investments to support the
ongoing development and growth of our international operations.
Accordingly, no U.S. federal or state income taxes have been
provided on these undistributed foreign earnings. The Company's
cash and equivalents held by our foreign subsidiaries totaled
approximately $1.5 billion as of December 31, 2015. We do not
intend, nor do we foresee a need, to repatriate these funds.
Consistent with prior years, we expect existing domestic cash
and equivalents, domestic cash flows from operations, annual
repatriation of a portion of the current period's foreign earnings,
and the issuance of domestic debt to continue to be sufficient to
fund our domestic operating, investing, and financing activities.
We also continue to expect existing foreign cash and equivalents
and foreign cash flows from operations to be sufficient to fund our
foreign operating, investing, and financing activities.
In the future, should we require more capital to fund activities
in the U.S. than is generated by our domestic operations and is
available through the issuance of domestic debt, we could elect to
repatriate a greater portion of future periods' earnings from foreign
jurisdictions. This could also result in a higher effective tax rate in
the future.
While the likelihood is remote, to the extent foreign cash is
available, the Company could also elect to repatriate earnings
from foreign jurisdictions that have previously been considered to
be indefinitely reinvested. Upon distribution of those earnings in
the form of dividends or otherwise, the Company may be subject
to additional U.S. income taxes (net of an adjustment for foreign
McDonald's Corporation 2015 Annual Report 25
tax credits), which could result in a use of cash. This could also
result in a higher effective tax rate in the period in which such a
determination is made to repatriate prior period foreign earnings.
Refer to the Income Taxes note to the consolidated financial
statements for further information related to our income taxes and
the undistributed earnings of the Company's foreign subsidiaries.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The Company has long-term contractual obligations primarily in
the form of lease obligations (related to both Company-operated
and franchised restaurants) and debt obligations. In addition, the
Company has long-term revenue and cash flow streams that
relate to its franchise arrangements. Cash provided by operations
(including cash provided by these franchise arrangements) along
with the Company’s borrowing capacity and other sources of cash
will be used to satisfy the obligations. The following table
summarizes the Company’s contractual obligations and their
aggregate maturities as well as future minimum rent payments
due to the Company under existing franchise arrangements as of
December 31, 2015. See discussions of cash flows and financial
position and capital resources as well as the Notes to the
consolidated financial statements for further details.
Contractual cash outflows
Debt
Operating
obligations(1)
leases
$ 1,350
1,235
1,113
1,001
895
6,921
$12,515
$ 1,065
1,755
3,844
2,464
15,098
$24,226
Contractual cash inflows
Minimum rent under
franchise arrangements
$ 2,628
2,534
2,449
2,355
2,240
18,133
$30,339
In millions
2016
2017
2018
2019
2020
Thereafter
Total
(1) The maturities include reclassifications of short-term obligations to long-
term obligations of $2.4 billion, as they are supported by a long-term line
of credit agreement expiring in December 2019. Debt obligations do not
include the impact of noncash fair value hedging adjustments, deferred
debt costs, and accrued interest.
In the U.S., the Company maintains certain supplemental
benefit plans that allow participants to (i) make tax-deferred
contributions and (ii) receive Company-provided allocations that
cannot be made under the qualified benefit plans because of
Internal Revenue Service ("IRS") limitations. At December 31,
2015, total liabilities for the supplemental plans were $488 million.
In addition, total liabilities for gross unrecognized tax benefits
were $781 million at December 31, 2015.
There are certain purchase commitments that are not
recognized in the consolidated financial statements and are
primarily related to construction, inventory, energy, marketing and
other service related arrangements that occur in the normal
course of business. The amounts related to these commitments
are not significant to the Company’s financial position. Such
commitments are generally shorter term in nature and will be
funded from operating cash flows.
Other Matters
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s Discussion and Analysis of Financial Condition and
Results of Operations is based upon the Company’s consolidated
financial statements, which have been prepared in accordance
with accounting principles generally accepted in the U.S. The
preparation of these financial statements requires the Company to
make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses as well as related
disclosures. On an ongoing basis, the Company evaluates its
26 McDonald's Corporation 2015 Annual Report
estimates and judgments based on historical experience and
various other factors that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates.
The Company reviews its financial reporting and disclosure
practices and accounting policies quarterly to ensure that they
provide accurate and transparent information relative to the
current economic and business environment. The Company
believes that of its significant accounting policies, the following
involve a higher degree of judgment and/or complexity:
Property and equipment
Property and equipment are depreciated or amortized on a
straight-line basis over their useful lives based on management’s
estimates of the period over which the assets will generate
revenue (not to exceed lease term plus options for leased
property). The useful lives are estimated based on historical
experience with similar assets, taking into account anticipated
technological or other changes. The Company periodically reviews
these lives relative to physical factors, economic factors and
industry trends. If there are changes in the planned use of
property and equipment, or if technological changes occur more
rapidly than anticipated, the useful lives assigned to these assets
may need to be shortened, resulting in the accelerated recognition
of depreciation and amortization expense or write-offs in future
periods.
Share-based compensation
The Company has a share-based compensation plan which
authorizes the granting of various equity-based incentives
including stock options and restricted stock units ("RSUs") to
employees and nonemployee directors. The expense for these
equity-based incentives is based on their fair value at date of grant
and generally amortized over their vesting period.
The fair value of each stock option granted is estimated on
the date of grant using a closed-form pricing model. The pricing
model requires assumptions, which impact the assumed fair value,
including the expected life of the stock option, the risk-free interest
rate, expected volatility of the Company’s stock over the expected
life and the expected dividend yield. The Company uses historical
data to determine these assumptions and if these assumptions
change significantly for future grants, share-based compensation
expense will fluctuate in future years. The fair value of each RSU
granted is equal to the market price of the Company’s stock at
date of grant less the present value of expected dividends over the
vesting period.
Long-lived assets impairment review
Long-lived assets (including goodwill) are reviewed for impairment
annually in the fourth quarter and whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. In assessing the recoverability of the
Company’s long-lived assets, the Company considers changes in
economic conditions and makes assumptions regarding estimated
future cash flows and other factors. Estimates of future cash flows
are highly subjective judgments based on the Company’s
experience and knowledge of its operations. These estimates can
be significantly impacted by many factors including changes in
global and local business and economic conditions, operating
costs, inflation, competition, and consumer and demographic
trends. A key assumption impacting estimated future cash flows is
the estimated change in comparable sales. If the Company’s
estimates or underlying assumptions change in the future, the
Company may be required to record impairment charges. Based
on the annual goodwill impairment test, conducted in the fourth
quarter, approximately 5-10% of goodwill may be at risk of future
impairment as the fair values of certain reporting units were not
substantially in excess of their carrying amounts.
Litigation accruals
In the ordinary course of business, the Company is subject to
proceedings, lawsuits and other claims primarily related to
competitors, customers, employees, franchisees, government
agencies, intellectual property, shareholders and suppliers. The
Company is required to assess the likelihood of any adverse
judgments or outcomes to these matters as well as potential
ranges of probable losses. A determination of the amount of
accrual required, if any, for these contingencies is made after
careful analysis of each matter. The required accrual may change
in the future due to new developments in each matter or changes
in approach such as a change in settlement strategy in dealing
with these matters. The Company does not believe that any such
matter currently being reviewed will have a material adverse effect
on its financial condition or results of operations.
Income taxes
The Company records a valuation allowance to reduce its deferred
tax assets if it is more likely than not that some portion or all of the
deferred assets will not be realized. While the Company has
considered future taxable income and ongoing prudent and
feasible tax strategies, including the sale of appreciated assets, in
assessing the need for the valuation allowance, if these estimates
and assumptions change in the future, the Company may be
required to adjust its valuation allowance. This could result in a
charge to, or an increase in, income in the period such
determination is made.
The Company operates within multiple taxing jurisdictions and
is subject to audit in these jurisdictions. The Company records
accruals for the estimated outcomes of these audits, and the
accruals may change in the future due to new developments in
each matter.
In 2015, the Company decreased the balance of
unrecognized tax benefits related to settlements with taxing
authorities by $258 million. In 2014, the Company increased the
balance of unrecognized tax benefits related to tax positions taken
in prior years by $505 million, most of which came from foreign-
related tax matters. After considering the impact of deferred tax
offsets, interest and penalties, these foreign-related tax matters
negatively impacted the effective tax rate by 4.1%. See the
Income Taxes footnote in the Consolidated Financial Statements
for the related tax reconciliations. The most significant new
developments in 2014 and 2015 are described below.
In 2014, the Company received an unfavorable lower tax
court ruling in a foreign tax jurisdiction related to exempt income
matters. As a result of this new information, the Company changed
its judgment on the sustainability of this tax position for 2003-2010
and recorded an increase in the gross unrecognized tax benefits
of $188 million. In 2015, the Company received an unfavorable
decision related to its procedural efforts to appeal the 2014
unfavorable lower tax court ruling. As a result of this new
information, the Company agreed to settle the issue for 2003-2008
with the tax authorities and the unrecognized tax benefits were
reduced by $143 million. No cash payment was made related to
this settlement in 2015 as the Company had previously made a
payment to the taxing authority. The settlement did not have a
material impact on the Company's cash flows, results of
operations or financial position.
In 2014, the Internal Revenue Service (“IRS”) concluded its
field examination of the Company’s U.S. Federal income tax
returns for 2009 and 2010. In connection with this examination,
the Company agreed to certain adjustments proposed by the IRS.
The liabilities previously recorded related to these adjustments
were adequate. In early 2015, the IRS issued a Revenue Agent
Report for these agreed adjustments and the balance of
unrecognized tax benefits was reduced by $102 million.
Also in 2014 in connection with the IRS examination of
2009-2010, the Company received notices of proposed
adjustments related to certain transfer pricing matters and
engaged in audit defense discussions with the IRS. As a result of
this new information in 2014, the Company changed its judgment
on the measurement of the related unrecognized tax benefits and
recorded an increase in the gross unrecognized tax benefits of
$38 million. The Company disagrees with these proposed
adjustments and filed a protest with the IRS Appeals Office in
2015. The Company expects resolution on these issues in either
2016 or 2017.
In 2014, the Company received new information from tax
authorities during the progression of tax audits in multiple foreign
tax jurisdictions, including the receipt of proposed tax
assessments primarily related to transfer pricing matters. As a
result of this new information, the Company changed its judgment
on the measurement of the related unrecognized tax benefits and
recorded an increase in the gross unrecognized tax benefits of
$207 million. The Company settled certain of these tax audits in
2014 and plans to defend its position with the tax authorities on
the remaining audits. In 2015, there was no significant progression
on these audits.
In December 2015, the European Commission opened a
formal investigation directly with the Luxembourg government to
examine whether decisions by the tax authorities in Luxembourg
with regard to the corporate income tax paid by certain of our
subsidiaries comply with European Union rules on state aid. If this
matter is adversely resolved, Luxembourg may be required to
assess, and the Company may be required to pay, additional
amounts with respect to current and prior periods and our taxes in
the future could increase.
While the Company cannot predict the ultimate resolution of
the aforementioned tax matters, we believe that the liabilities
recorded are appropriate and adequate as determined in
accordance with Topic 740 - Income Taxes of the Accounting
Standards Codification (“ASC”).
Deferred U.S. income taxes have not been recorded for
temporary differences totaling $14.9 billion related to investments
in certain foreign subsidiaries and corporate affiliates. The
temporary differences consist primarily of undistributed earnings
that are considered permanently invested in operations outside
the U.S. If management's intentions change in the future, deferred
taxes may need to be provided.
EFFECTS OF CHANGING PRICES—INFLATION
The Company has demonstrated an ability to manage inflationary
cost increases effectively. This ability is because of rapid inventory
turnover, the ability to adjust menu prices, cost controls and
substantial property holdings, many of which are at fixed costs and
partly financed by debt made less expensive by inflation.
McDonald's Corporation 2015 Annual Report 27
RECONCILIATION OF RETURNS ON INCREMENTAL INVESTED CAPITAL
ROIIC is a measure reviewed by management over one-year and three-year time periods to evaluate the overall profitability of our markets,
the effectiveness of capital deployed and the future allocation of capital. This measure is calculated using operating income and constant
foreign exchange rates to exclude the impact of foreign currency translation. The numerator is the Company’s incremental operating income
plus depreciation and amortization from the base period.
The denominator is the weighted-average cash used for investing activities during the applicable one-or three-year period. The
weighted-average cash used for investing activities is based on a weighting applied on a quarterly basis. These weightings are used to
reflect the estimated contribution of each quarter’s investing activities to incremental operating income. For example, fourth quarter 2015
investing activities are weighted less because the assets purchased have only recently been deployed and would have generated little
incremental operating income (12.5% of fourth quarter 2015 investing activities are included in the one-year and three-year calculations). In
contrast, fourth quarter 2014 is heavily weighted because the assets purchased were deployed more than 12 months ago, and therefore
have a full-year impact on 2015 operating income, with little or no impact to the base period (87.5% and 100.0% of fourth quarter 2014
investing activities are included in the one-year and three-year calculations, respectively). Cash used for investing activities can vary
significantly by quarter, resulting in a weighted-average that may be higher or lower than the simple average of the periods presented.
Management believes that weighting cash used for investing activities provides a more accurate reflection of the relationship between its
investments and returns than a simple average.
The reconciliations to the most comparable measurements, in accordance with accounting principles generally accepted in the U.S., for
the numerator and denominator of the one-year and three-year ROIIC are as follows:
One-year ROIIC calculation (dollars in millions):
Three-year ROIIC calculation (dollars in millions):
Years ended December 31,
2015
2014
NUMERATOR:
Operating income
$7,145.5
$7,949.2
Depreciation and amortization
Currency translation(1)
Change in operating income plus depreciation and
1,555.7
1,644.5
amortization (at constant foreign exchange rates)
DENOMINATOR:
Weighted-average cash used for
investing activities(2)
Currency translation(1)
Weighted-average cash used for investing activities
(at constant foreign exchange rates)
Increase/
(decrease)
$ (803.7)
(88.8)
919.9
$
27.4
$ 1,774.7
4.1
$ 1,778.8
Years ended December 31,
2015
2012
Increase/
(decrease)
NUMERATOR:
Operating income
$ 7,145.5
$ 8,604.6
$(1,459.1)
Depreciation and amortization
Currency translation(3)
Change in operating income plus depreciation and
1,555.7
1,488.5
amortization (at constant foreign exchange rates)
DENOMINATOR:
Weighted-average cash used for
investing activities(4)
Currency translation(3)
Weighted-average cash used for investing activities
(at constant foreign exchange rates)
67.2
1,114.4
$ (277.5)
$ 7,495.6
(66.8)
$ 7,428.8
(3.7)%
One-year ROIIC
1.5%
Three-year ROIIC
(1) Represents the effect of foreign currency translation by translating results
(3) Represents the effect of foreign currency translation by translating results
at an average exchange rate for the periods measured.
at an average exchange rate for the periods measured.
(2) Represents one-year weighted-average cash used for investing activities,
(4) Represents three-year weighted-average cash used for investing
determined by applying the weightings below to the cash used for
investing activities for each quarter in the two-year period ended
December 31, 2015.
activities, determined by applying the weightings below to the cash used
for investing activities for each quarter in the four-year period ended
December 31, 2015.
Cash used for
investing activities
AS A PERCENT
Quarters ended:
March 31
June 30
September 30
December 31
Years ended December 31,
2014
2015
2015
Years ended December 31,
2012
2013
2014
$
1,420.0
$
2,304.9
investing activities
$1,420.0
$2,304.9
$2,673.8
$3,167.3
Cash used for
87.5%
12.5%
62.5
37.5
12.5
37.5
62.5
87.5
AS A PERCENT
Quarters ended:
March 31
June 30
September 30
December 31
87.5% 100.0% 100.0%
12.5%
62.5
37.5
12.5
100.0
100.0
100.0
100.0
100.0
100.0
37.5
62.5
87.5
28 McDonald's Corporation 2015 Annual Report
RISK FACTORS AND CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION
This report includes forward-looking statements about our plans and future performance, including those under Outlook for 2016. Refer to
the cautionary statement regarding forward-looking statements in Part 1, Item 1A, page 3, of this Form 10-K.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk are included in Part II, Item 7, page 24 of the Form 10-K.
ITEM 8. Financial Statements and Supplementary Data
Index to consolidated financial statements
Page reference
Consolidated statement of income for each of the three years in the period ended December 31, 2015
Consolidated statement of comprehensive income for each of the three years in the period ended December 31, 2015
Consolidated balance sheet at December 31, 2015 and 2014
Consolidated statement of cash flows for each of the three years in the period ended December 31, 2015
Consolidated statement of shareholders’ equity for each of the three years in the period ended December 31, 2015
Notes to consolidated financial statements
Quarterly results (unaudited)
Management’s assessment of internal control over financial reporting
Report of independent registered public accounting firm
Report of independent registered public accounting firm on internal control over financial reporting
30
31
32
33
34
35
47
48
49
50
McDonald's Corporation 2015 Annual Report 29
Years ended December 31, 2015
2014
2013
$ 16,488.3
8,924.7
25,413.0
$ 18,169.3
9,272.0
27,441.3
$ 18,874.2
9,231.5
28,105.7
5,552.2
4,400.0
4,024.7
1,646.9
2,434.3
209.4
18,267.5
7,145.5
638.3
(48.5)
6,555.7
2,026.4
$ 4,529.3
4.82
$
4.80
$
3.44
$
939.4
944.6
6,129.7
4,756.0
4,402.6
1,697.3
2,487.9
18.6
19,492.1
7,949.2
576.4
0.8
7,372.0
2,614.2
$ 4,757.8
4.85
$
4.82
$
3.28
$
980.5
986.3
6,361.3
4,824.1
4,393.2
1,624.4
2,385.6
(247.2)
19,341.4
8,764.3
527.8
32.0
8,204.5
2,618.6
$ 5,585.9
5.59
$
5.55
$
3.12
$
998.4
1,006.0
Consolidated Statement of Income
In millions, except per share data
REVENUES
Sales by Company-operated restaurants
Revenues from franchised restaurants
Total revenues
OPERATING COSTS AND EXPENSES
Company-operated restaurant expenses
Food & paper
Payroll & employee benefits
Occupancy & other operating expenses
Franchised restaurants-occupancy expenses
Selling, general & administrative expenses
Other operating (income) expense, net
Total operating costs and expenses
Operating income
Interest expense-net of capitalized interest of $9.4, $14.7 and $15.5
Nonoperating (income) expense, net
Income before provision for income taxes
Provision for income taxes
Net income
Earnings per common share–basic
Earnings per common share–diluted
Dividends declared per common share
Weighted-average shares outstanding–basic
Weighted-average shares outstanding–diluted
See Notes to consolidated financial statements.
30 McDonald's Corporation 2015 Annual Report
Consolidated Statement of Comprehensive Income
In millions
Net income
Years ended December 31, 2015
2014
2013
$4,529.3 $4,757.8 $5,585.9
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments:
Gain (loss) recognized in accumulated other comprehensive
income (AOCI), including net investment hedges
Reclassification of (gain) loss to net income
Foreign currency translation adjustments-net of tax
benefit (expense) of $(209.8), $(196.0) and $(5.3)
Cash flow hedges:
Gain (loss) recognized in AOCI
Reclassification of (gain) loss to net income
Cash flow hedges-net of tax benefit (expense) of $6.2,
$(18.2) and $11.4
Defined benefit pension plans:
Gain (loss) recognized in AOCI
Reclassification of (gain) loss to net income
Defined benefit pension plans-net of tax benefit (expense)
of $1.3, $7.7 and $14.2
Total other comprehensive income (loss), net of tax
Comprehensive income
See Notes to consolidated financial statements.
(1,347.4)
(1,971.6)
1.3
15.2
(279.4)
0.0
(1,346.1)
(1,956.4)
(279.4)
22.2
(33.2)
40.1
(6.8)
(73.4)
35.9
(11.0)
33.3
(37.5)
(5.4)
2.4
(26.6)
2.4
(52.8)
0.9
(3.0)
(24.2)
(51.9)
(1,360.1)
(1,947.3)
(368.8)
$3,169.2 $2,810.5 $5,217.1
McDonald's Corporation 2015 Annual Report 31
December 31, 2015
2014
$ 7,685.5
1,298.7
100.1
558.7
9,643.0
792.7
2,516.3
1,869.1
5,178.1
$ 2,077.9
1,214.4
110.0
783.2
4,185.5
1,004.5
2,735.3
1,744.6
5,484.4
37,692.4
(14,574.8)
23,117.6
$ 37,938.7
39,126.1
(14,568.6)
24,557.5
$ 34,227.4
$
874.7
154.8
309.0
233.1
1,378.8
2,950.4
24,122.1
2,074.0
1,704.3
16.6
6,533.4
44,594.5
(2,879.8)
(41,176.8)
7,087.9
$ 37,938.7
$
860.1
166.8
330.0
233.7
1,157.3
2,747.9
14,935.7
2,065.9
1,624.5
16.6
6,239.1
43,294.5
(1,519.7)
(35,177.1)
12,853.4
$ 34,227.4
Consolidated Balance Sheet
In millions, except per share data
ASSETS
Current assets
Cash and equivalents
Accounts and notes receivable
Inventories, at cost, not in excess of market
Prepaid expenses and other current assets
Total current assets
Other assets
Investments in and advances to affiliates
Goodwill
Miscellaneous
Total other assets
Property and equipment
Property and equipment, at cost
Accumulated depreciation and amortization
Net property and equipment
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
Income taxes
Other taxes
Accrued interest
Accrued payroll and other liabilities
Total current liabilities
Long-term debt
Other long-term liabilities
Deferred income taxes
Shareholders’ equity
Preferred stock, no par value; authorized – 165.0 million shares; issued – none
Common stock, $.01 par value; authorized – 3.5 billion shares; issued – 1,660.6 million shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Common stock in treasury, at cost; 753.8 and 697.7 million shares
Total shareholders’ equity
Total liabilities and shareholders’ equity
See Notes to consolidated financial statements.
32 McDonald's Corporation 2015 Annual Report
Consolidated Statement of Cash Flows
In millions
Operating activities
Net income
Adjustments to reconcile to cash provided by operations
Charges and credits:
Depreciation and amortization
Deferred income taxes
Share-based compensation
Other
Changes in working capital items:
Accounts receivable
Inventories, prepaid expenses and other current assets
Accounts payable
Income taxes
Other accrued liabilities
Cash provided by operations
Investing activities
Capital expenditures
Purchases of restaurant businesses
Sales of restaurant businesses and property
Other
Cash used for investing activities
Financing activities
Net short-term borrowings
Long-term financing issuances
Long-term financing repayments
Treasury stock purchases
Common stock dividends
Proceeds from stock option exercises
Excess tax benefit on share-based compensation
Other
Cash provided by (used for) financing activities
Effect of exchange rates on cash and equivalents
Cash and equivalents increase (decrease)
Cash and equivalents at beginning of year
Cash and equivalents at end of year
Supplemental cash flow disclosures
Interest paid
Income taxes paid
See Notes to consolidated financial statements.
Years ended December 31, 2015
2014
2013
$ 4,529.3
$ 4,757.8
$ 5,585.9
1,555.7
(1.4)
110.0
177.6
(180.6)
44.9
(15.0)
(64.4)
383.0
6,539.1
1,644.5
(90.7)
112.8
369.5
27.0
(4.9)
(74.7)
3.3
(14.3)
6,730.3
1,585.1
25.2
89.1
26.8
56.2
(44.4)
(60.7)
(154.4)
11.9
7,120.7
(1,813.9)
(140.6)
554.2
(19.7)
(1,420.0)
(2,583.4)
(170.5)
489.9
(40.9)
(2,304.9)
(2,824.7)
(181.0)
440.1
(108.2)
(2,673.8)
589.7
10,220.0
(1,054.5)
(6,099.2)
(3,230.3)
317.2
51.1
(58.7)
735.3
(246.8)
5,607.6
2,077.9
$ 7,685.5
510.4
1,540.6
(548.1)
(3,198.6)
(3,216.1)
235.4
70.9
(12.8)
(4,618.3)
(527.9)
(720.8)
2,798.7
$ 2,077.9
(186.5)
1,417.2
(695.4)
(1,777.8)
(3,114.6)
233.3
92.6
(11.8)
(4,043.0)
58.7
462.6
2,336.1
$ 2,798.7
$ 640.8
1,985.4
$ 573.2
2,388.3
$ 532.7
2,546.0
McDonald's Corporation 2015 Annual Report 33
Consolidated Statement of Shareholders’ Equity
In millions, except per share data
Balance at December 31, 2012
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Common stock cash dividends
($3.12 per share)
Treasury stock purchases
Share-based compensation
Stock option exercises and other
(including tax benefits of $93.6)
Balance at December 31, 2013
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Common stock cash dividends
($3.28 per share)
Treasury stock purchases
Share-based compensation
Stock option exercises and other
(including tax benefits of $70.2)
Balance at December 31, 2014
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Common stock cash dividends
($3.44 per share)
Treasury stock purchases
Share-based compensation
Stock option exercises and other
(including tax benefits of $44.8)
Balance at December 31, 2015
Accumulated other
comprehensive income (loss)
Common stock
issued
Shares Amount
$16.6
1,660.6
Additional
paid-in
capital
$ 5,778.9
Retained
earnings Pensions
Cash flow
hedges
Foreign
currency
translation
$39,278.0
5,585.9
$ (90.8)
$35.2
$
852.0
Common stock in
treasury
Shares
Amount
(657.9) $ (30,576.3)
Total
shareholders’
equity
$15,293.6
5,585.9
89.1
126.1
1,660.6
16.6
5,994.1
112.8
132.2
1,660.6
16.6
6,239.1
(51.9)
(37.5)
(279.4)
(18.7)
(1,810.5)
6.4
207.0
(142.7)
(2.3)
572.6
(670.2)
(32,179.8)
(24.2)
33.3
(1,956.4)
(33.1)
(3,175.3)
5.6
178.0
(166.9)
31.0
(1,383.8)
(697.7)
(35,177.1)
(3.0)
(11.0)
(1,346.1)
(61.8)
(6,182.2)
(3,114.6)
1.9
41,751.2
4,757.8
(3,216.1)
1.6
43,294.5
4,529.3
(3,230.3)
(368.8)
5,217.1
(3,114.6)
(1,810.5)
89.1
335.0
16,009.7
4,757.8
(1,947.3)
2,810.5
(3,216.1)
(3,175.3)
112.8
311.8
12,853.4
4,529.3
(1,360.1)
3,169.2
(3,230.3)
(6,182.2)
110.0
110.0
184.3
1.0
1,660.6
$16.6
$ 6,533.4
$44,594.5
$ (169.9)
$20.0
$(2,729.9)
(753.8) $ (41,176.8)
$ 7,087.9
5.7
182.5
367.8
See Notes to consolidated financial statements.
34 McDonald's Corporation 2015 Annual Report
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
NATURE OF BUSINESS
The Company franchises and operates McDonald’s restaurants in
the global restaurant industry. All restaurants are operated either
by the Company or by franchisees, including conventional
franchisees under franchise arrangements, and foreign affiliates
and developmental licensees under license agreements.
The following table presents restaurant information by
ownership type:
Restaurants at December 31,
Conventional franchised
Developmental licensed
Foreign affiliated
Franchised
Company-operated
Systemwide restaurants
2015
21,147
5,529
3,405
30,081
6,444
36,525
2014
20,774
5,228
3,542
29,544
6,714
36,258
2013
20,355
4,747
3,589
28,691
6,738
35,429
The results of operations of restaurant businesses purchased
and sold in transactions with franchisees were not material either
individually or in the aggregate to the consolidated financial
statements for periods prior to purchase and sale.
CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its subsidiaries. Investments in affiliates owned 50%
or less (primarily McDonald’s Japan) are accounted for by the
equity method.
On an ongoing basis, the Company evaluates its business
relationships such as those with franchisees, joint venture
partners, developmental licensees, suppliers, and advertising
cooperatives to identify potential variable interest entities.
Generally, these businesses qualify for a scope exception under
the variable interest entity consolidation guidance. The Company
has concluded that consolidation of any such entity is not
appropriate for the periods presented.
ESTIMATES IN FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
accounting principles generally accepted in the U.S. requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
RECENTLY ISSUED ACCOUNTING STANDARDS
Simplifying the Presentation of Debt Issuance Costs
For the annual reporting period ended December 31, 2015, the
Company early adopted the Accounting Standards Update
("ASU") 2015-03, "Interest - Imputation of Interest (Subtopic
835-30): Simplifying the Presentation of Debt Issuance Costs."
This update requires that debt issuance costs be recorded in the
balance sheet as a direct reduction of the debt liability rather than
as an asset, and the amortization of debt issuance costs be
recorded as interest expense.
As a result of adopting this update, we have reclassified $54.0
million of debt issuance costs from "Miscellaneous other assets" to
"Long-term debt" for December 31, 2014. In addition, we have
reclassified $5.9 million from "Nonoperating (income) expense,
net" to "Interest expense, net" for the years ending December 31,
2014 and 2013.
Balance Sheet Reclassification of Deferred Taxes
For the annual reporting period ended December 31, 2015, the
Company early adopted ASU 2015-17, "Income Taxes (Topic 740):
Balance Sheet Classification of Deferred Taxes." This update
requires that all deferred tax assets and liabilities be presented as
non-current on the Balance Sheet. The Company has not
retrospectively adjusted prior periods as amounts were immaterial.
REVENUE RECOGNITION
The Company’s revenues consist of sales by Company-operated
restaurants and fees from franchised restaurants operated by
conventional franchisees, developmental licensees and foreign
affiliates.
Sales by Company-operated restaurants are recognized on a
cash basis. The Company presents sales net of sales tax and
other sales-related taxes. Revenues from conventional franchised
restaurants include rent and royalties based on a percent of sales
with minimum rent payments, and initial fees. Revenues from
restaurants licensed to foreign affiliates and developmental
licensees include a royalty based on a percent of sales, and may
include initial fees. Continuing rent and royalties are recognized in
the period earned. Initial fees are recognized upon opening of a
restaurant or granting of a new franchise term, which is when the
Company has performed substantially all initial services required
by the franchise arrangement.
In May 2014, the Financial Accounting Standards Board
("FASB") issued guidance codified in Accounting Standards
Codification ("ASC") 606, "Revenue Recognition - Revenue from
Contracts with Customers," which amends the guidance in ASC
605, "Revenue Recognition." In July 2015, the FASB made a
decision to defer by one year the effective date of its new standard
to January 1, 2018, although early adoption is permitted as of
January 1, 2017.
The new standard allows for either a full retrospective or
modified retrospective transition approach. The Company does not
believe that the standard will impact its recognition of revenue
from company-operated restaurants or its recognition of royalties
from restaurants operated by franchisees or licensed to affiliates
and developmental licensees, which are based on a percent of
sales. The Company is continuing to evaluate the impact the
adoption of this standard will have on the recognition of other less
significant revenue transactions, such as initial fees from
franchisees for new restaurant openings or new franchise terms.
FOREIGN CURRENCY TRANSLATION
Generally, the functional currency of operations outside the U.S. is
the respective local currency.
ADVERTISING COSTS
Advertising costs included in operating expenses of Company-
operated restaurants primarily consist of contributions to
advertising cooperatives and were (in millions): 2015–$718.7;
2014–$808.2; 2013–$808.4. Production costs for radio and
television advertising are expensed when the commercials are
initially aired. These production costs, primarily in the U.S., as well
as other marketing-related expenses included in Selling, general &
administrative expenses were (in millions): 2015–$113.8; 2014–
$98.7; 2013–$75.4. Costs related to the Olympics sponsorship are
included in these expenses for 2014. In addition, significant
advertising costs are incurred by franchisees through contributions
to advertising cooperatives in individual markets.
McDonald's Corporation 2015 Annual Report 35
SHARE-BASED COMPENSATION
Share-based compensation includes the portion vesting of all
share-based awards granted based on the grant date fair value.
Share-based compensation expense and the effect on diluted
earnings per common share were as follows:
In millions, except per share data
Share-based compensation expense
After tax
Earnings per common share-diluted
2015
$110.0
$ 76.0
$ 0.08
2014
$112.8
$ 72.8
$ 0.08
2013
$ 89.1
$ 60.6
$ 0.06
Compensation expense related to share-based awards is
generally amortized on a straight-line basis over the vesting period
in Selling, general & administrative expenses. As of December 31,
2015, there was $98.8 million of total unrecognized compensation
cost related to nonvested share-based compensation that is
expected to be recognized over a weighted-average period of 2.0
years.
The fair value of each stock option granted is estimated on
the date of grant using a closed-form pricing model. The following
table presents the weighted-average assumptions used in the
option pricing model for the 2015, 2014 and 2013 stock option
grants. The expected life of the options represents the period of
time the options are expected to be outstanding and is based on
historical trends. Expected stock price volatility is generally based
on the historical volatility of the Company’s stock for a period
approximating the expected life. The expected dividend yield is
based on the Company’s most recent annual dividend rate. The
risk-free interest rate is based on the U.S. Treasury yield curve in
effect at the time of grant with a term equal to the expected life.
Weighted-average assumptions
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life of options
(in years)
2015
3.6%
18.8%
1.7%
6.0
2014
3.3%
20.0%
2.0%
6.1
2013
3.5%
20.6%
1.2%
6.1
Fair value per option granted
$10.43
$12.23
$11.09
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, with depreciation and
amortization provided using the straight-line method over the
following estimated useful lives: buildings–up to 40 years;
leasehold improvements–the lesser of useful lives of assets or
lease terms, which generally include certain option periods; and
equipment–three to 12 years.
LONG-LIVED ASSETS
Long-lived assets are reviewed for impairment annually in the
fourth quarter and whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. For purposes of annually reviewing McDonald’s
restaurant assets for potential impairment, assets are initially
grouped together in the U.S. at a television market level, and
internationally, at a country level. The Company manages its
restaurants as a group or portfolio with significant common costs
and promotional activities; as such, an individual restaurant’s cash
flows are not generally independent of the cash flows of others in
a market. If an indicator of impairment exists for any grouping of
assets, an estimate of undiscounted future cash flows produced
by each individual restaurant within the asset grouping is
compared to its carrying value. If an individual restaurant is
determined to be impaired, the loss is measured by the excess of
the carrying amount of the restaurant over its fair value as
determined by an estimate of discounted future cash flows.
Losses on assets held for disposal are recognized when
management and the Board of Directors, as required, have
approved and committed to a plan to dispose of the assets, the
assets are available for disposal and the disposal is probable of
occurring within 12 months, and the net sales proceeds are
expected to be less than its net book value, among other factors.
Generally, such losses related to restaurants that have closed and
ceased operations as well as other assets that meet the criteria to
be considered “available for sale."
GOODWILL
Goodwill represents the excess of cost over the net tangible assets and identifiable intangible assets of acquired restaurant businesses. The
Company's goodwill primarily results from purchases of McDonald's restaurants from franchisees and ownership increases in subsidiaries or
affiliates, and it is generally assigned to the reporting unit (defined as each individual country) expected to benefit from the synergies of the
combination. If a Company-operated restaurant is sold within 24 months of acquisition, the goodwill associated with the acquisition is written
off in its entirety. If a restaurant is sold beyond 24 months from the acquisition, the amount of goodwill written off is based on the relative fair
value of the business sold compared to the reporting unit.
The following table presents the 2015 activity in goodwill by segment:
In millions
Balance at December 31, 2014
Net restaurant purchases (sales)
Impairment losses
Currency translation
Balance at December 31, 2015
U.S.
$ 1,295.8
(2.4)
0.0
$ 1,293.4
International
Lead Markets
$ 777.3
9.4
0.0
(88.6)
$ 698.1
High Growth
Markets
$ 352.2
0.8
0.0
(30.6)
$ 322.4
Foundational Markets
& Corporate
$ 310.0
3.8
(80.4)
(31.0)
$ 202.4
Consolidated
$2,735.3
11.6
(80.4)
(150.2)
$2,516.3
The Company conducts goodwill impairment testing in the fourth quarter of each year or whenever an indicator of impairment exists. If
an indicator of impairment exists (e.g., estimated earnings multiple value of a reporting unit is less than its carrying value), the goodwill
impairment test compares the fair value of a reporting unit, generally based on discounted future cash flows, with its carrying amount
including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is measured as the difference
between the implied fair value of the reporting unit's goodwill and the carrying amount of goodwill. Historically, goodwill impairment has not
significantly impacted the consolidated financial statements. Accumulated impairment losses at December 31, 2015 and 2014 were $94.1
million and $13.7 million, respectively.
In connection with the Company's global restructuring, the Company evaluated the change to its new reporting segments and
determined that it is still appropriate for reporting units to be defined as each individual country when testing goodwill for impairment.
36 McDonald's Corporation 2015 Annual Report
FAIR VALUE MEASUREMENTS
The Company measures certain financial assets and liabilities at
fair value on a recurring basis, and certain non-financial assets
and liabilities on a nonrecurring basis. Fair value is defined as the
price that would be received to sell an asset or paid to transfer a
liability in the principal or most advantageous market in an orderly
transaction between market participants on the measurement
date. Fair value disclosures are reflected in a three-level hierarchy,
maximizing the use of observable inputs and minimizing the use of
unobservable inputs.
The valuation hierarchy is based upon the transparency of
inputs to the valuation of an asset or liability on the measurement
date. The three levels are defined as follows:
Level 1 – inputs to the valuation methodology are quoted
prices (unadjusted) for an identical asset or liability in an
active market.
Level 2 – inputs to the valuation methodology include quoted
prices for a similar asset or liability in an active market or
model-derived valuations in which all significant inputs are
observable for substantially the full term of the asset or
liability.
Level 3 – inputs to the valuation methodology are
unobservable and significant to the fair value measurement
of the asset or liability.
Certain of the Company’s derivatives are valued using various
pricing models or discounted cash flow analyses that incorporate
observable market parameters, such as interest rate yield curves,
option volatilities and currency rates, classified as Level 2 within
the valuation hierarchy. Derivative valuations incorporate credit
risk adjustments that are necessary to reflect the probability of
default by the counterparty or the Company.
Certain Financial Assets and Liabilities Measured at Fair
Value
The following tables present financial assets and liabilities
measured at fair value on a recurring basis by the valuation
hierarchy as defined in the fair value guidance:
December 31, 2015
In millions
Derivative assets
Derivative liabilities
December 31, 2014
In millions
Derivative assets
Derivative liabilities
Level 1*
$ 139.9
Level 2
$ 65.4
$ (44.4)
Carrying
Value
$ 205.3
$ (44.4)
Level 1*
$ 115.9
Level 2
$ 130.2
$ (50.2)
Carrying
Value
$ 246.1
$ (50.2)
*
Level 1 is comprised of derivatives that hedge market driven changes in
liabilities associated with the Company’s supplemental benefit plans.
Non-Financial Assets and Liabilities Measured at Fair
Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a
nonrecurring basis; that is, the assets and liabilities are not
measured at fair value on an ongoing basis, but are subject to fair
value adjustments in certain circumstances (e.g., when there is
evidence of impairment). For the year ended December 31, 2015,
the Company recorded fair value adjustments to its long-lived
assets, primarily to goodwill, based on Level 3 inputs which
includes the use of a discounted cash flow valuation approach.
Certain Financial Assets and Liabilities not Measured at
Fair Value
At December 31, 2015, the fair value of the Company’s debt
obligations was estimated at $24.9 billion, compared to a carrying
amount of $24.1 billion. The fair value was based on quoted
market prices, Level 2 within the valuation hierarchy. The carrying
amount for both cash equivalents and notes receivable
approximate fair value.
FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to global market risks, including the
effect of changes in interest rates and foreign currency
fluctuations. The Company uses foreign currency denominated
debt and derivative instruments to mitigate the impact of these
changes. The Company does not hold or issue derivatives for
trading purposes.
The Company documents its risk management objective and
strategy for undertaking hedging transactions, as well as all
relationships between hedging instruments and hedged items. The
Company’s derivatives that are designated for hedge accounting
consist mainly of interest rate swaps, foreign currency forwards,
foreign currency options, and cross-currency swaps, and are
classified as either fair value, cash flow or net investment hedges.
Further details are explained in the "Fair Value," "Cash Flow" and
"Net Investment" hedge sections.
The Company also enters into certain derivatives that are not
designated for hedge accounting. The Company has entered into
equity derivative contracts, including total return swaps, to hedge
market-driven changes in certain of its supplemental benefit plan
liabilities. In addition, the Company uses foreign currency forwards
to mitigate the change in fair value of certain foreign currency
denominated assets and liabilities. Further details are explained in
the “Undesignated Derivatives” section.
All derivatives (including those not designated for hedge
accounting) are recognized on the Consolidated balance sheet at
fair value and classified based on the instruments’ maturity dates.
Changes in the fair value measurements of the derivative
instruments are reflected as adjustments to accumulated other
comprehensive income ("AOCI") and/or current earnings.
McDonald's Corporation 2015 Annual Report 37
The following table presents the fair values of derivative instruments included on the Consolidated balance sheet as of December 31,
2015 and 2014:
Derivative Assets
Derivative Liabilities
In millions
Derivatives designated as hedging instruments
Balance Sheet Classification
Foreign currency
Interest rate
Foreign currency
Interest rate
Prepaid expenses and other
current assets
Prepaid expenses and other
current assets
Miscellaneous other assets
Miscellaneous other assets
2015
2014 Balance Sheet Classification
2015
2014
$ 55.0
$ 80.5
liabilities
$ (22.5) $
(0.2)
Accrued payroll and other
0.0
0.6
5.3
2.6
15.5 Other long-term liabilities
9.6 Other long-term liabilities
Total derivatives designated as hedging instruments
$ 60.9
$ 108.2
Derivatives not designated as hedging instruments
Equity
Foreign currency
Equity
Prepaid expenses and other
current assets
Prepaid expenses and other
current assets
Miscellaneous other assets
Total derivatives not designated as hedging instruments
Total derivatives
$
0.3
$ 120.6
4.2
139.9
17.3
0.0
$ 144.4
$ 137.9
$ 205.3
$ 246.1
Accrued payroll and other
liabilities
(13.0)
(3.4)
(34.6)
(7.5)
$ (38.9) $ (42.3)
$
$
(5.5) $
(7.9)
(5.5) $
(7.9)
$ (44.4) $ (50.2)
Fair Value Hedges
The Company enters into fair value hedges to reduce the exposure to changes in the fair values of certain liabilities. The Company's fair
value hedges convert a portion of its fixed-rate debt into floating-rate debt by use of interest rate swaps. At December 31, 2015, $2.2 billion
of the Company's outstanding fixed-rate debt was effectively converted. All of the Company’s interest rate swaps meet the shortcut method
requirements. Accordingly, changes in the fair value of the interest rate swaps are exactly offset by changes in the fair value of the
underlying debt. No ineffectiveness has been recorded to net income related to interest rate swaps designated as fair value hedges for the
year ended December 31, 2015.
Derivatives in Hedging
Relationships
In millions
Interest rate
Gain (Loss)
Recognized In Earnings
on Hedging Derivative
2015
$ (3.4)
2014
$ (8.1)
Gain (Loss)
Recognized In Earnings
on Hedged Items
2015
$ 3.4
2014
$ 8.1
Cash Flow Hedges
The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows. The types of cash
flow hedges the Company enters into include interest rate swaps, foreign currency forwards, foreign currency options and cross currency
swaps. The effective portion of the change in fair value of the derivatives are reported as a component of AOCI and reclassified into
earnings in the same period in which the hedged transaction affects earnings. The Company excludes the time value of foreign currency
options from its effectiveness assessment. As a result, changes in the fair value of the derivatives due to this component, as well as the
ineffectiveness of the hedges, are recognized immediately in earnings.
Derivatives in Hedging
Relationships
In millions
Foreign currency
Interest rate(1)
Gain (Loss)
Recognized in AOCI
(Effective Portion)
2015
$ 35.3
0.0
$ 35.3
2014
$ 62.0
0.0
$ 62.0
Gain (Loss) Reclassified
From AOCI Into Earnings
(Effective Portion)
2015
$ 53.0
(0.5)
$ 52.5
2014
$ 11.0
(0.5)
$ 10.5
Gain (Loss)
Recognized in Earnings
(Amount Excluded from
Effectiveness Testing and
Ineffective Portion)
2015
$ 22.9
0.0
$ 22.9
2014
$ 9.5
0.0
$ 9.5
(1)The amount of gain (loss) reclassified from AOCI into earnings is recorded in interest expense.
38 McDonald's Corporation 2015 Annual Report
The Company periodically uses interest rate swaps to effectively
convert a portion of floating-rate debt, including forecasted debt
issuances, into fixed-rate debt. The agreements are intended to
reduce the impact of interest rate changes on future interest
expense.
To protect against the reduction in value of forecasted foreign
currency cash flows (such as royalties denominated in foreign
currencies), the Company uses foreign currency forwards and
foreign currency options to hedge a portion of anticipated
exposures. When the U.S. dollar strengthens against foreign
currencies, the decline in value of future foreign denominated
royalties is offset by gains in the fair value of the foreign currency
forwards and/or foreign currency options. Conversely, when the
U.S. dollar weakens, the increase in the value of future foreign
denominated royalties is offset by losses in the fair value of the
foreign currency forwards and/or foreign currency options.
Although the fair value changes in the foreign currency options
may fluctuate over the period of the contract, the Company’s total
loss on a foreign currency option is limited to the upfront premium
paid for the contract; however, the potential gains on a foreign
currency option are unlimited. The hedges cover the next 16
months for certain exposures and are denominated in various
currencies. As of December 31, 2015, the Company had
derivatives outstanding with an equivalent notional amount of
$373.6 million that were used to hedge a portion of forecasted
foreign currency denominated royalties.
The Company uses cross-currency swaps to hedge the risk of
cash flows associated with certain foreign currency denominated
debt, including forecasted interest payments. The hedges cover
periods up to 15 months and have an equivalent notional amount
of $134.7 million.
The Company recorded after tax adjustments to the cash flow
hedging component of AOCI in shareholders’ equity. The
Company recorded a decrease of $11.0 million for the year ended
December 31, 2015 and a net increase of $33.3 million for the
year ended December 31, 2014. Based on interest rates and
foreign exchange rates at December 31, 2015, there is $20.0
million in after-tax cumulative cash flow hedging gains which is not
expected to have a significant effect on earnings over the next
12 months.
Net Investment Hedges
The Company primarily uses foreign currency denominated debt
(third party and intercompany) to hedge its investments in certain
foreign subsidiaries and affiliates. Realized and unrealized
translation adjustments from these hedges are included in the
foreign currency translation component of AOCI, as well as the
offset translation adjustments on the underlying net assets of
foreign subsidiaries and affiliates. The cumulative translation gains
or losses will remain in AOCI until the foreign subsidiaries and
affiliates are liquidated or sold. As of December 31, 2015, $6.2
billion of third party foreign currency denominated debt, $3.4 billion
of intercompany foreign currency denominated debt, and $287.8
million of derivatives were designated to hedge investments in
certain foreign subsidiaries and affiliates.
Derivatives in Hedging
Relationships
In millions
Foreign currency denominated debt
Foreign currency derivatives
Gain (Loss)
Recognized in AOCI
(Effective Portion)
2015
$ 668.1
79.1
$ 747.2
2014
$ 954.6
126.6
$ 1,081.2
Undesignated Derivatives
The Company enters into certain derivatives that are not
designated for hedge accounting, therefore the changes in the fair
value of these derivatives are recognized immediately in earnings
together with the gain or loss from the hedged balance sheet
position. As an example, the Company enters into equity
derivative contracts, including total return swaps, to hedge market-
driven changes in certain of its supplemental benefit plan
liabilities. Changes in the fair value of these derivatives are
recorded in Selling, general & administrative expenses together
with the changes in the supplemental benefit plan liabilities. In
addition, the Company uses foreign currency forwards to mitigate
the change in fair value of certain foreign currency denominated
assets and liabilities. The changes in the fair value of these
derivatives are recognized in Nonoperating (income) expense, net,
along with the currency gain or loss from the hedged balance
sheet position.
Derivatives Not Designated
for Hedge Accounting
In millions
Foreign currency
Equity
Gain (Loss)
Recognized in Earnings
2014
$ 10.4
23.5
$ 33.9
2015
$ 14.6
38.9
$ 53.5
Credit Risk
The Company is exposed to credit-related losses in the event of
non-performance by the counterparties to its hedging instruments.
The counterparties to these agreements consist of a diverse group
of financial institutions and market participants. The Company
continually monitors its positions and the credit ratings of its
counterparties and adjusts positions as appropriate. The Company
did not have significant exposure to any individual counterparty at
December 31, 2015 and has master agreements that contain
netting arrangements. For financial reporting purposes, the
Company presents gross derivative balances in the financial
statements and supplementary data, even for counterparties
subject to netting arrangements. Some of these agreements also
require each party to post collateral if credit ratings fall below, or
aggregate exposures exceed, certain contractual limits. At
December 31, 2015, the Company was required to post an
immaterial amount of collateral due to certain derivatives having
negative positions. The Company's counterparties were not
required to post collateral on any derivative position, other than on
hedges of certain of the Company’s supplemental benefit plan
liabilities where the counterparties were required to post collateral
on their liability positions.
INCOME TAX UNCERTAINTIES
The Company, like other multi-national companies, is regularly
audited by federal, state and foreign tax authorities, and tax
assessments may arise several years after tax returns have been
filed. Accordingly, tax liabilities are recorded when, in
management’s judgment, a tax position does not meet the more
likely than not threshold for recognition. For tax positions that meet
the more likely than not threshold, a tax liability may still be
recorded depending on management’s assessment of how the tax
position will ultimately be settled.
The Company records interest and penalties on unrecognized
tax benefits in the provision for income taxes.
McDonald's Corporation 2015 Annual Report 39
PER COMMON SHARE INFORMATION
Diluted earnings per common share is calculated using net income
divided by diluted weighted-average shares. Diluted weighted-
average shares include weighted-average shares outstanding plus
the dilutive effect of share-based compensation calculated using
the treasury stock method, of (in millions of shares): 2015–5.2;
2014–5.8; 2013–7.6. Stock options that were not included in
diluted weighted-average shares because they would have been
antidilutive were (in millions of shares): 2015–1.0; 2014–5.3;
2013–4.7.
In the first quarter of 2016, the Company paid $2.7 billion
under an Accelerated Share Repurchase agreement and received
an initial delivery of 18.5 million shares, which represents 80% of
the total shares the Company expects to receive based on the
market price at the time of initial delivery. The final number of
shares delivered upon settlement of the agreement, between April
1, 2016 and May 13, 2016, will be determined with reference to
the volume weighted average price per share of the Company's
common stock over the term of the agreement, less a negotiated
discount. The transaction is accounted for as an equity transaction
and is included in Treasury stock when the shares are received, at
which time there is an immediate reduction in the weighted
average common shares calculation for basic and diluted earnings
per share.
CASH AND EQUIVALENTS
The Company considers short-term, highly liquid investments with
an original maturity of 90 days or less to be cash equivalents.
SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date the
financial statements were issued and filed with the U.S. Securities
and Exchange Commission ("SEC"). There were no subsequent
events that required recognition or disclosure.
Property and Equipment
Net property and equipment consisted of:
In millions
Land
Buildings and improvements
on owned land
Buildings and improvements
on leased land
Equipment, signs and
seating
Other
Accumulated depreciation
and amortization
Net property and equipment
December 31, 2015
$ 5,582.5
2014
$ 5,788.4
14,011.7
14,322.4
12,892.9
13,284.0
4,658.5
546.8
37,692.4
5,113.8
617.5
39,126.1
(14,574.8)
$ 23,117.6
(14,568.6)
$ 24,557.5
Depreciation and amortization expense for property and
equipment was (in millions): 2015–$1,438.0; 2014–$1,539.3;
2013–$1,498.8.
Other Operating (Income) Expense, Net
In millions
Gains on sales of restaurant
businesses
Equity in (earnings) losses of
unconsolidated affiliates
Asset dispositions and other
(income) expense, net
Impairment and other charges
Total
2015
2014
2013
$ (145.9) $ (137.4) $ (199.4)
146.8
8.9
(78.2)
(26.6)
108.2
235.1
38.9
30.4
0.0
$ 209.4
$ 18.6
$ (247.2)
Gains on sales of restaurant businesses
The Company’s purchases and sales of businesses with its
franchisees are aimed at achieving an optimal ownership mix in
each market. Resulting gains or losses on sales of restaurant
businesses are recorded in operating income because these
transactions are a recurring part of our business.
Equity in (earnings) losses of unconsolidated affiliates
Unconsolidated affiliates and partnerships are businesses in which
the Company actively participates but does not control. The
Company records equity in (earnings) losses from these entities
representing McDonald’s share of results. For foreign affiliated
markets—primarily Japan—results are reported after interest
expense and income taxes.
Asset dispositions and other (income) expense, net
Asset dispositions and other (income) expense, net consists of
gains or losses on excess property and other asset dispositions,
provisions for restaurant closings and uncollectible receivables,
asset write-offs due to restaurant reinvestment, and other
miscellaneous income and expenses.
Impairment and other charges
Impairment and other charges include the losses that result from
the write down of goodwill and long-lived assets from their carrying
value to their fair value. In addition, these charges include costs
associated with strategic initiatives, such as refranchising and
restructuring activities.
Contingencies
In the ordinary course of business, the Company is subject to
proceedings, lawsuits and other claims primarily related to
competitors, customers, employees, franchisees, government
agencies, intellectual property, shareholders and suppliers. The
Company is required to assess the likelihood of any adverse
judgments or outcomes to these matters as well as potential
ranges of probable losses. A determination of the amount of
accrual required, if any, for these contingencies is made after
careful analysis of each matter. The required accrual may change
in the future due to new developments in each matter or changes
in approach such as a change in settlement strategy in dealing
with these matters. The Company does not believe that any such
matter currently being reviewed will have a material adverse effect
on its financial condition or results of operations.
40 McDonald's Corporation 2015 Annual Report
Franchise Arrangements
Leasing Arrangements
Conventional franchise arrangements generally include a lease
and a license and provide for payment of initial fees, as well as
continuing rent and royalties to the Company based upon a
percent of sales with minimum rent payments that parallel the
Company’s underlying leases and escalations (on properties that
are leased). Under this arrangement, franchisees are granted the
right to operate a restaurant using the McDonald’s System and, in
most cases, the use of a restaurant facility, generally for a period
of 20 years. These franchisees pay related occupancy costs
including property taxes, insurance and maintenance. Affiliates
and developmental licensees operating under license agreements
pay a royalty to the Company based upon a percent of sales, and
may pay initial fees.
Revenues from franchised restaurants consisted of:
In millions
Rents
Royalties
Initial fees
Revenues from franchised
restaurants
2015
$ 5,860.6
2,980.7
83.4
2014
$ 6,106.7
3,085.1
80.2
2013
$ 6,054.4
3,100.4
76.7
$ 8,924.7
$ 9,272.0
$ 9,231.5
Future gross minimum rent payments due to the Company
under existing franchise arrangements are:
In millions
2016
2017
2018
2019
2020
Thereafter
Total minimum payments
Owned sites
$ 1,293.0
1,245.2
1,211.7
1,176.8
1,136.0
9,714.9
$15,777.6
Leased sites
$ 1,334.9
1,288.4
1,237.2
1,178.5
1,104.4
8,418.3
$14,561.7
Total
$ 2,627.9
2,533.6
2,448.9
2,355.3
2,240.4
18,133.2
$30,339.3
At December 31, 2015, net property and equipment under
franchise arrangements totaled $14.9 billion (including land of $4.4
billion) after deducting accumulated depreciation and amortization
of $8.4 billion.
At December 31, 2015, the Company was the lessee at 15,115
restaurant locations through ground leases (the Company leases
the land and the Company or franchisee owns the building) and
through improved leases (the Company leases land and
buildings). Lease terms for most restaurants, where market
conditions allow, are generally for 20 years and, in many cases,
provide for rent escalations and renewal options, with certain
leases providing purchase options. Escalation terms vary by
market with examples including fixed-rent escalations, escalations
based on an inflation index, and fair-value market adjustments.
The timing of these escalations generally ranges from annually to
every five years. For most locations, the Company is obligated for
the related occupancy costs including property taxes, insurance
and maintenance; however, for franchised sites, the Company
requires the franchisees to pay these costs. In addition, the
Company is the lessee under non-cancelable leases covering
certain offices and vehicles.
The following table provides detail of rent expense:
In millions
Company-operated
restaurants:
U.S.
Outside the U.S.
Total
Franchised restaurants:
U.S.
Outside the U.S.
Total
Other
Total rent expense
2015
2014
2013
$
59.2
652.7
711.9
$
61.3
708.3
769.6
$
61.6
713.4
775.0
463.7
565.0
1,028.7
98.4
$ 1,839.0
446.3
610.1
1,056.4
106.3
$ 1,932.3
441.6
572.0
1,013.6
104.0
$ 1,892.6
Rent expense included percent rents in excess of minimum
rents (in millions) as follows–Company-operated restaurants:
2015–$146.6; 2014–$164.2; 2013–$175.6. Franchised
restaurants: 2015–$178.8; 2014–$182.8; 2013–$187.4.
Future minimum payments required under existing operating
leases with initial terms of one year or more are:
In millions
2016
2017
2018
2019
2020
Thereafter
Total minimum payments
Restaurant
$ 1,274.0
1,171.5
1,058.5
955.9
858.4
6,783.5
$12,101.8
Other
$ 75.9
63.6
54.0
45.2
36.4
137.9
$ 413.0
Total
$ 1,349.9
1,235.1
1,112.5
1,001.1
894.8
6,921.4
$12,514.8
McDonald's Corporation 2015 Annual Report 41
Income Taxes
The statutory U.S. federal income tax rate reconciles to the
effective income tax rates as follows:
Income before provision for income taxes, classified by source of
income, was as follows:
In millions
U.S.
Outside the U.S.
Income before provision for
income taxes
2015
$ 2,597.8
3,957.9
2014
$ 2,681.9
4,690.1
2013
$ 2,912.7
5,291.8
$ 6,555.7
$ 7,372.0
$ 8,204.5
The provision for income taxes, classified by the timing and
location of payment, was as follows:
In millions
U.S. federal
U.S. state
Outside the U.S.
Current tax provision
U.S. federal
U.S. state
Outside the U.S.
Deferred tax provision
Provision for income taxes
2015
$ 1,072.3
139.5
816.0
2,027.8
6.8
(3.9)
(4.3)
(1.4)
$ 2,026.4
2014
$ 1,124.8
148.4
1,431.7
2,704.9
(81.8)
(6.2)
(2.7)
(90.7)
$ 2,614.2
2013
$ 1,238.2
175.0
1,180.2
2,593.4
46.2
(6.7)
(14.3)
25.2
$ 2,618.6
Net deferred tax liabilities consisted of:
In millions
Property and equipment
Intangibles and other
Total deferred tax liabilities
Property and equipment
Employee benefit plans
Intangible assets
Deferred foreign tax credits
Operating loss carryforwards
Other
December 31, 2015
$ 1,751.7
1,188.8
2,940.5
(472.7)
(390.1)
(222.6)
(289.2)
(419.8)
(297.0)
2014
$ 1,754.6
907.0
2,661.6
(394.4)
(400.3)
(252.2)
(272.9)
(286.5)
(331.2)
Total deferred tax assets
before valuation allowance
Valuation allowance
Net deferred tax liabilities
Balance sheet presentation:
Deferred income taxes
Other assets-miscellaneous
Current assets-prepaid expenses
and other current assets
Net deferred tax liabilities
(2,091.4)
322.4
$ 1,171.5
(1,937.5)
287.9
$ 1,012.0
$ 1,704.3
(532.8)
$ 1,624.5
(591.2)
0.0
$ 1,171.5
(21.3)
$ 1,012.0
At December 31, 2015, the Company had net operating loss
carryforwards of $1.5 billion, of which $1.2 billion has an indefinite
carryforward. The remainder will expire at various dates from 2016
to 2031.
The Company's effective income tax rate is typically lower
than the U.S. statutory tax rate primarily because non-U.S. income
is generally subject to local statutory country tax rates that are
below the 35% U.S. statutory tax rate and reflect the impact of
global transfer pricing.
42 McDonald's Corporation 2015 Annual Report
Statutory U.S. federal income tax rate
State income taxes, net of related
federal income tax benefit
Foreign income taxed at different
rates
Taxes related to unfavorable lower tax
court ruling and audit progression
in foreign tax jurisdictions
Cash repatriation
Other, net
Effective income tax rates
2015
2013
2014
35.0% 35.0% 35.0%
1.6
1.6
1.3
(4.9)
(4.8)
(5.1)
0.0
(2.3)
1.5
4.1
(1.2)
0.8
30.9% 35.5% 31.9%
0.0
(0.5)
1.2
As of December 31, 2015 and 2014, the Company’s gross
unrecognized tax benefits totaled $781.2 million and $988.1
million, respectively. After considering the deferred tax accounting
impact, it is expected that about $470 million of the total as of
December 31, 2015 would favorably affect the effective tax rate if
resolved in the Company’s favor.
The following table presents a reconciliation of the beginning
and ending amounts of unrecognized tax benefits:
In millions
Balance at January 1
Decreases for positions taken in prior years
Increases for positions taken in prior years
Increases for positions related to the current
year
Settlements with taxing authorities
Lapsing of statutes of limitations
Balance at December 31(1)
2015
$ 988.1
(49.9)
30.5
2014
$ 512.7
(19.5)
504.7
83.7
(258.0)
(13.2)
80.7
(78.0)
(12.5)
$ 781.2
$ 988.1
(1) Of this amount, $704.0 million and $909.0 million are included in Other
long-term liabilities for 2015 and 2014, respectively, and $21.9 million and
$19.5 million are included in Current liabilities - income taxes for 2015 and
2014, respectively, on the Consolidated balance sheet. The remainder is
included in Deferred income taxes on the Consolidated balance sheet.
In 2014, the Internal Revenue Service ("IRS") concluded its
field examination of the Company's 2009 and 2010 U.S. federal
income tax returns. In connection with this examination, the
Company agreed to certain adjustments that had been proposed
by the IRS and appropriately accounted for these adjustments in
accordance with ASC 740. In early 2015, the IRS issued a
Revenue Agent Report for these agreed adjustments,and the
balance of unrecognized tax benefits was reduced accordingly.
Also in connection with this examination, in 2014 the Company
received notices of proposed adjustments ("NOPAs") related to
certain transfer pricing matters. The Company disagrees with the
IRS' proposed adjustments and filed a protest with the IRS
Appeals Office in 2015. The Company is also under audit in
multiple foreign tax jurisdictions for matters primarily related to
transfer pricing. In addition, the Company is under audit in multiple
state tax jurisdictions. It is reasonably possible that the total
amount of unrecognized tax benefits could decrease up to $250
million within the next 12 months, of which up to $50 million could
favorably affect the effective tax rate. This would be due to the
possible settlement of the 2009 and 2010 IRS protest, completion
of the aforementioned foreign and state tax audits and the
expiration of the statute of limitations in multiple tax jurisdictions.
In addition, it is reasonably possible that, as a result of audit
progression in both the U.S. and foreign tax audits within the next
12 months, there may be new information that causes the
The Company also maintains certain nonqualified
supplemental benefit plans that allow participants to (i) make tax-
deferred contributions and (ii) receive Company-provided
allocations that cannot be made under the Profit Sharing and
Savings Plan because of IRS limitations. The investment
alternatives and returns are based on certain market-rate
investment alternatives under the Profit Sharing and Savings Plan.
Total liabilities were $487.6 million at December 31, 2015, and
$534.0 million at December 31, 2014, and were primarily included
in other long-term liabilities on the Consolidated balance sheet.
The Company has entered into derivative contracts to hedge
market-driven changes in certain of the liabilities. At December 31,
2015, derivatives with a fair value of $139.9 million indexed to the
Company's stock and a total return swap with a notional amount of
$180.6 million indexed to certain market indices were included at
their fair value in Miscellaneous other assets and Prepaid
expenses and other current assets, respectively, on the
Consolidated balance sheet. Changes in liabilities for these
nonqualified plans and in the fair value of the derivatives are
recorded primarily in Selling, general & administrative expenses.
Changes in fair value of the derivatives indexed to the Company’s
stock are recorded in the income statement because the contracts
provide the counterparty with a choice to settle in cash or shares.
Total U.S. costs for the Profit Sharing and Savings Plan,
including nonqualified benefits and related hedging activities, were
(in millions): 2015–$24.0; 2014–$29.1; 2013–$21.9. Certain
subsidiaries outside the U.S. also offer profit sharing, stock
purchase or other similar benefit plans. Total plan costs outside
the U.S. were (in millions): 2015–$53.4; 2014–$54.4; 2013–$51.2.
The total combined liabilities for international retirement plans
were $76.0 million and $74.7 million at December 31, 2015 and
2014, respectively. Other post-retirement benefits and post-
employment benefits were immaterial.
Company to reassess the total amount of unrecognized tax
benefits recorded. While the Company cannot estimate the impact
that new information may have on our unrecognized tax benefit
balance, we believe that the liabilities recorded are appropriate
and adequate as determined under ASC 740.
The Company operates within multiple tax jurisdictions and is
subject to audit in these jurisdictions. With few exceptions, the
Company is no longer subject to U.S. federal, state and local, or
non-U.S. income tax examinations for years before 2009.
The Company had $83.6 million and $119.0 million accrued
for interest and penalties at December 31, 2015 and 2014,
respectively. The Company recognized interest and penalties
related to tax matters of $21.1 million in 2015, $87.9 million in
2014, and $14.4 million in 2013, which are included in the
provision for income taxes.
Deferred U.S. income taxes have not been recorded for
temporary differences related to investments in certain foreign
subsidiaries and corporate joint ventures. These temporary
differences were approximately $14.9 billion at December 31,
2015 and consisted primarily of undistributed earnings considered
permanently invested in operations outside the U.S. Determination
of the deferred income tax liability on these unremitted earnings is
not practicable because such liability, if any, is dependent on
circumstances existing if and when remittance occurs.
Employee Benefit Plans
The Company’s Profit Sharing and Savings Plan for U.S.-based
employees includes a 401(k) feature, a regular employer match,
and a discretionary employer match. The 401(k) feature allows
participants to make pre-tax contributions that are matched each
pay period from shares released under the leveraged Employee
Stock Ownership Plan ("ESOP") and employer cash contributions.
The Profit Sharing and Savings Plan also provides for a
discretionary employer match after the end of the year for match-
eligible participants.
All current account balances, future contributions and related
earnings can be invested in eleven investment alternatives as well
as McDonald’s stock in accordance with each participant’s
investment elections. Future participant contributions are limited to
20% investment in McDonald’s stock. Participants may choose to
make separate investment choices for current account balances
and future contributions.
McDonald's Corporation 2015 Annual Report 43
Segment and Geographic Information
The Company franchises and operates McDonald’s restaurants in
the global restaurant industry. In connection with the Company's
announcement in early May 2015 to restructure its global
business, the Company changed its reporting segments, effective
July 1, 2015, from a geographic focus to segments each of which
combines markets with similar characteristics and opportunities for
growth. The following new reporting segments reflect how
management now reviews and evaluates operating performance:
• U.S. - the Company’s largest segment. This segment did
not change as a result of the new reporting structure.
•
International Lead Markets - established markets
including Australia, Canada, France, Germany, the U.K.
and related markets.
• High Growth Markets - markets the Company believes
have relatively higher restaurant expansion and
franchising potential including China, Italy, Korea, Poland,
Russia, Spain, Switzerland, the Netherlands and related
markets.
•
Foundational Markets and Corporate - the remaining
markets in the McDonald’s system, each of which the
Company believes has the potential to operate under a
largely franchised model. Corporate activities are also
reported within this segment.
The segment information included herein is presented in
accordance with the change in reporting structure for all periods
presented.
All intercompany revenues and expenses are eliminated in
computing revenues and operating income. Corporate general and
administrative expenses consists of home office support costs in
areas such as facilities, finance, human resources, information
technology, legal, marketing, restaurant operations, supply chain
and training. Corporate assets include corporate cash and
equivalents, asset portions of financial instruments and home
office facilities.
In millions
U.S.
International Lead Markets
High Growth Markets
Foundational Markets &
Corporate
Total revenues
U.S.
International Lead Markets
High Growth Markets
Foundational Markets &
Corporate
Total operating income
U.S.
International Lead Markets
High Growth Markets
Foundational Markets &
Corporate
Total assets
U.S.
International Lead Markets
High Growth Markets
Foundational Markets &
Corporate
Total capital
expenditures
U.S.
International Lead Markets
High Growth Markets
Foundational Markets &
Corporate
Total depreciation and
amortization
2015
$ 8,558.9
7,614.9
6,172.8
2014
$ 8,651.0
8,544.5
6,845.2
2013
$ 8,851.3
8,535.3
7,043.2
3,066.4
$ 25,413.0
$ 3,612.0
2,712.6
841.1
3,400.6
$ 27,441.3
$ 3,522.5
3,034.5
933.9
(20.2)
$ 7,145.5
$ 11,806.1
11,136.3
5,248.6
458.3
$ 7,949.2
$ 11,872.1
12,538.4
5,866.0
9,747.7
$ 37,938.7
533.2
$
596.1
540.5
3,950.9
$ 34,227.4
736.1
$
792.1
804.8
3,675.9
$ 28,105.7
$ 3,779.3
3,028.8
1,250.0
706.2
$ 8,764.3
$ 11,711.8
14,815.5
6,335.5
3,763.5
$ 36,626.3
875.5
$
793.3
831.1
144.1
250.4
324.8
$ 1,813.9
515.2
$
460.9
363.9
$ 2,583.4
512.2
$
521.2
387.8
$ 2,824.7
503.6
$
507.4
357.3
215.7
223.3
216.8
$ 1,555.7
$ 1,644.5
$ 1,585.1
Total long-lived assets, primarily property and equipment,
were (in millions)–Consolidated: 2015–$27,607.8; 2014–
$29,264.7; 2013–$30,679.8; U.S. based: 2015–$11,940.4; 2014–
$11,883.1; 2013–$11,632.2.
44 McDonald's Corporation 2015 Annual Report
Debt Financing
LINE OF CREDIT AGREEMENTS
At December 31, 2015, the Company had a $2.5 billion line of credit agreement expiring in December 2019 with fees of 0.070% per annum
on the total commitment, which remained unused. Fees and interest rates on this line are based on the Company’s long-term credit rating
assigned by Moody’s and Standard & Poor’s. In addition, the Company's subsidiaries had unused lines of credit that were primarily
uncommitted, short-term and denominated in various currencies at local market rates of interest.
The weighted-average interest rate of short-term borrowings was 2.0% at December 31, 2015 (based on $731.6 million of foreign
currency bank line borrowings and $869.6 million of commercial paper) and 4.1% at December 31, 2014 (based on $862.9 million of foreign
currency bank line borrowings and $200.0 million of commercial paper).
DEBT OBLIGATIONS
The Company has incurred debt obligations principally through public and private offerings and bank loans. There are no provisions in the
Company’s debt obligations that would accelerate repayment of debt as a result of a change in credit ratings or a material adverse change
in the Company’s business. Certain of the Company’s debt obligations contain cross-acceleration provisions, and restrictions on Company
and subsidiary mortgages and the long-term debt of certain subsidiaries. Under certain agreements, the Company has the option to retire
debt prior to maturity, either at par or at a premium over par. The Company has no current plans to retire a significant amount of its debt
prior to maturity.
The following table summarizes the Company’s debt obligations (interest rates and debt amounts reflected in the table include the
effects of interest rate swaps).
In millions of U.S. Dollars
Fixed
Floating
Total U.S. Dollars
Fixed
Floating
Total Euro
Total British Pounds Sterling - Fixed
Total Chinese Renminbi - Floating
Fixed
Floating
Total Japanese Yen
Fixed
Floating
Total other currencies(2)
Debt obligations before fair value adjustments and deferred
debt costs(3)
Fair value adjustments(4)
Deferred debt costs(5)
Total debt obligations(6)
(1) Weighted-average effective rate, computed on a semi-annual basis.
(2) Primarily consists of Swiss Francs and Korean Won.
Interest rates(1)
December 31
2014
4.5%
3.2
2015
4.0%
3.3
2.4
0.3
5.3
4.3
2.9
0.3
2.1
3.1
3.2
2.9
5.3
5.6
2.9
0.3
2.1
4.0
Maturity dates
2016-2045
2016-2029
2020-2054
2016
2016-2030
2016-2056
Amounts outstanding
December 31
2014
$ 6,604.7
2,450.0
9,054.7
3,014.7
320.3
3,335.0
1,163.3
630.1
104.3
208.6
312.9
268.3
220.7
2015
$14,190.6
3,019.6
17,210.2
3,951.9
665.9
4,617.8
1,100.1
491.8
104.0
208.0
312.0
264.7
229.7
494.4
489.0
24,226.3
14,985.0
1.8
(106.0)
4.7
(54.0)
$24,122.1
$14,935.7
(3) Aggregate maturities for 2015 debt balances, before fair value adjustments and deferred debt costs, were as follows (in millions): 2016–$0.0; 2017–$1,065.1;
2018–$1,755.3; 2019–$3,844.2; 2020–$2,463.9; Thereafter–$15,097.8. These amounts include a reclassification of short-term obligations totaling $2.4 billion to
long-term obligations as they are supported by a long-term line of credit agreement expiring in December 2019.
(4) The carrying value of underlying items in fair value hedges, in this case debt obligations, are adjusted for fair value changes to the extent they are attributable to
the risk designated as being hedged. The related hedging instrument is also recorded at fair value in prepaid expenses and other current assets, miscellaneous
other assets or other long-term liabilities.
(5) The FASB issued an Update that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from
the carrying amount of the debt liability. The Company early adopted this Update and reclassified the prior year amount.
(6) The net increase in 2015 was primarily due to net issuances of $9.7 billion in connection with the Company's plan to optimize its capital structure.
McDonald's Corporation 2015 Annual Report 45
Share-based Compensation
The Company maintains a share-based compensation plan which authorizes the granting of various equity-based incentives including stock
options and restricted stock units (RSUs) to employees and nonemployee directors. The number of shares of common stock reserved for
issuance under the plans was 62.1 million at December 31, 2015, including 37.8 million available for future grants.
STOCK OPTIONS
Stock options to purchase common stock are granted with an exercise price equal to the closing market price of the Company’s stock on the
date of grant. Substantially all of the options become exercisable in four equal installments, beginning a year from the date of the grant, and
generally expire 10 years from the grant date.
Intrinsic value for stock options is defined as the difference between the current market value of the Company’s stock and the exercise
price. During 2015, 2014 and 2013, the total intrinsic value of stock options exercised was $202.9 million, $258.9 million and $325.2 million,
respectively. Cash received from stock options exercised during 2015 was $317.2 million and the tax benefit realized from stock options
exercised totaled $63.0 million. The Company uses treasury shares purchased under the Company’s share repurchase program to satisfy
share-based exercises.
A summary of the status of the Company’s stock option grants as of December 31, 2015, 2014 and 2013, and changes during the years
then ended, is presented in the following table:
Options
Outstanding at beginning of year
Granted
Exercised
Forfeited/expired
Outstanding at end of year
Exercisable at end of year
Shares in
millions
23.4
4.3
(5.1)
(0.7)
21.9
13.4
Weighted-
average
exercise
price
$ 77.99
97.33
62.59
96.76
$ 84.76
$ 77.31
Weighted-
average
remaining
contractual
life in years
2015
Aggregate
intrinsic
value in
millions
6.2
4.9
$ 730.7
$ 546.5
2014
Weighted-
average
exercise
price
$ 69.15
95.13
46.09
94.56
$ 77.99
Shares in
millions
25.1
3.9
(5.1)
(0.5)
23.4
14.4
2013
Weighted-
average
exercise
price
$ 59.86
94.36
40.12
79.15
$ 69.15
Shares in
millions
27.4
3.7
(5.7)
(0.3)
25.1
15.6
RSUs
RSUs generally vest 100% on the third anniversary of the grant and are payable in either shares of McDonald’s common stock or cash, at
the Company’s discretion. Certain executives have been awarded RSUs that vest based on Company performance. The fair value of each
RSU granted is equal to the market price of the Company’s stock at date of grant less the present value of expected dividends over the
vesting period.
A summary of the Company’s RSU activity during the years ended December 31, 2015, 2014 and 2013 is presented in the following
table:
RSUs
Nonvested at beginning of year
Granted
Vested
Forfeited
Nonvested at end of year
2015
Weighted-
average
grant date
fair value
$ 83.49
87.03
88.78
85.82
$ 83.50
Shares in
millions
2.2
0.9
(0.5)
(0.2)
2.4
2014
Weighted-
average
grant date
fair value
$ 78.89
85.12
69.29
85.16
$ 83.49
Shares in
millions
2.0
0.9
(0.6)
(0.1)
2.2
2013
Weighted-
average
grant date
fair value
$ 68.23
83.98
56.93
82.44
$ 78.89
Shares in
millions
1.8
1.0
(0.7)
(0.1)
2.0
The total fair value of RSUs vested during 2015, 2014 and 2013 was $49.4 million, $54.9 million and $60.2 million, respectively. The tax
benefit realized from RSUs vested during 2015 was $14.2 million.
46 McDonald's Corporation 2015 Annual Report
Quarterly Results (Unaudited)
In millions, except per share data
Revenues
Sales by Company-operated
restaurants
Revenues from franchised
restaurants
Total revenues
Company-operated margin
Franchised margin
Operating income
Net income
Earnings per common
share—basic
Earnings per common
share—diluted
Dividends declared per
common share
Weighted-average
common shares—basic
Weighted-average
common shares—diluted
Market price per common
share:
High
Low
Close
Quarters ended
December 31
2014
2015
Quarters ended
September 30
2014
2015
Quarters ended
June 30
2014
2015
Quarters ended
March 31
2014
2015
$ 4,030.2
$ 4,296.7
$ 4,282.9 $ 4,596.2
$ 4,261.1
$ 4,785.9
$ 3,914.1
$4,490.5
2,275.5
6,572.2
620.0
1,854.1
1,751.7
$ 1,097.5
$
$
1.14
1.13
2,311.1
6,341.3
611.6
1,894.9
1,880.4
$ 1,206.2
$
$
$
1.32
1.31
0.89
2,332.2
6,615.1
675.2
1,916.1
2,030.3
2,390.9
6,987.1
721.5
1,959.7
2,072.5
$ 1,309.2 $ 1,068.4
$
$
$
1.41 $
1.09
1.40 $
1.09
0.85
$
1.66 (1)
2,236.6
6,497.7
664.8
1,825.6
1,849.3
$ 1,202.4
2,395.8
7,181.7
816.1
1,968.2
2,189.0
$ 1,387.1
$
$
$
1.26
1.26
0.85
$
$
$
1.40
1.40
0.81
2,044.8
5,958.9
559.8
1,641.2
1,385.5
$ 811.5
2,209.8
6,700.3
723.4
1,792.7
1,936.0
$1,204.8
$
$
$
0.84
0.84
0.85
$
$
$
1.22
1.21
0.81
914.1
966.6
930.3
978.7
953.2
987.4
960.6
989.6
919.9
971.5
934.8
983.8
957.6
993.2
965.5
995.9
$ 120.23
97.13
118.14
$ 97.50
87.62
93.70
$ 101.88 $ 101.36
90.53
94.81
87.50
98.53
$ 101.08
94.02
95.07
$ 103.78
96.52
100.74
$ 101.09
88.77
97.44
$ 99.07
92.22
98.03
(1)
Includes a $0.81 per share dividend declared and paid in third quarter and a $0.85 per share dividend declared in third quarter and paid in fourth quarter.
McDonald's Corporation 2015 Annual Report 47
Management’s Assessment of Internal Control Over Financial Reporting
The financial statements were prepared by management, which is responsible for their integrity and objectivity and for establishing and
maintaining adequate internal controls over financial reporting.
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The
Company’s internal control over financial reporting includes those policies and procedures that:
I.
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
II. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and
III. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or
overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial
statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.
Management assessed the design and effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control – Integrated Framework (2013 Framework).
Based on management’s assessment using those criteria, as of December 31, 2015, management believes that the Company’s internal
control over financial reporting is effective.
Ernst & Young, LLP, independent registered public accounting firm, has audited the financial statements of the Company for the fiscal years
ended December 31, 2015, 2014 and 2013 and the Company’s internal control over financial reporting as of December 31, 2015. Their
reports are presented on the following pages. The independent registered public accountants and internal auditors advise management of
the results of their audits, and make recommendations to improve the system of internal controls. Management evaluates the audit
recommendations and takes appropriate action.
McDONALD’S CORPORATION
February 25, 2016
48 McDonald's Corporation 2015 Annual Report
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of McDonald’s Corporation
We have audited the accompanying consolidated balance sheets of McDonald’s Corporation as of December 31, 2015 and 2014, and the
related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the
period ended December 31, 2015. 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 in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
McDonald’s Corporation at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), McDonald’s
Corporation’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 25, 2016, expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2016
McDonald's Corporation 2015 Annual Report 49
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
The Board of Directors and Shareholders of McDonald’s Corporation
We have audited McDonald's Corporation's internal control over financial reporting as of December 31, 2015 based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). McDonald’s Corporation’s management is responsible for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
report on Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, McDonald’s Corporation maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements of McDonald’s Corporation as of December 31, 2015 and 2014 and for each of the three years in the
period ended December 31, 2015, and our report dated February 25, 2016, expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2016
50 McDonald's Corporation 2015 Annual Report
ITEM 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure
MANAGEMENT’S REPORT
Management’s Report and the Report of Independent Registered
Public Accounting Firm on Internal Control Over Financial
Reporting are set forth in Part II, Item 8 of this Form 10-K.
None.
ITEM 9A. Controls and Procedures
DISCLOSURE CONTROLS
An evaluation was conducted under the supervision and with the
participation of the Company’s management, including the Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of
the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of December 31, 2015.
Based on that evaluation, the CEO and CFO concluded that the
Company’s disclosure controls and procedures were effective as
of such date to ensure that information required to be disclosed in
the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, including the CEO and CFO,
confirm that there was no change in the Company’s internal
control over financial reporting during the quarter ended
December 31, 2015 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over
financial reporting.
ITEM 9B. Other Information
None.
PART III
ITEM 10. Directors, Executive Officers and
Corporate Governance
Information is incorporated herein by reference from the
Company’s definitive proxy statement, which will be filed no later
than 120 days after December 31, 2015. We will post any
amendments to or any waivers for directors and executive officers
from provisions of the Company's Standards of Business Conduct
or Code of Conduct for the Board of Directors on the Company’s
website at www.governance.mcdonalds.com.
Information regarding all of the Company’s executive officers
is included in Part I, page 9 of this Form 10-K.
ITEM 11. Executive Compensation
Incorporated herein by reference from the Company’s definitive
proxy statement, which will be filed no later than 120 days after
December 31, 2015.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The following table summarizes information about the Company’s equity compensation plans as of December 31, 2015. All outstanding
awards relate to the Company’s common stock. Shares issued under all of the following plans may be from the Company’s treasury, newly
issued or both.
Equity compensation plan information
Plan category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a)
24,296,587 (1) $
400 (2)
24,296,987 $
(b)
84.64
29.43
84.64
(c)
37,824,870
37,824,870
(1)
Includes 11,383,822 stock options and 116,715 restricted stock units granted under the McDonald’s Corporation 2001 Omnibus Stock Ownership Plan and
10,506,628 stock options and 2,289,422 restricted stock units granted under the McDonald's Corporation 2012 Omnibus Stock Ownership Plan.
(2)
Includes 400 stock options granted under the 1992 Stock Ownership Plan.
Additional matters incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than
120 days after December 31, 2015.
McDonald's Corporation 2015 Annual Report 51
ITEM 13. Certain Relationships and Related
Transactions, and Director Independence
ITEM 14. Principal Accountant Fees and
Services
Incorporated herein by reference from the Company’s definitive
proxy statement, which will be filed no later than 120 days after
December 31, 2015.
Incorporated herein by reference from the Company’s definitive
proxy statement, which will be filed no later than 120 days after
December 31, 2015.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
a.
(1) All financial statements
Consolidated financial statements filed as part of this report are listed under Part II, Item 8, pages 29 through 46 of this Form 10-K.
(2) Financial statement schedules
No schedules are required because either the required information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements or the notes
thereto.
b.
Exhibits
The exhibits listed in the accompanying index are filed as part of this report.
McDonald’s Corporation Exhibit Index (Item 15)
Exhibit Number
Description
(3)
(a) Restated Certificate of Incorporation, effective as of June 14, 2012, incorporated herein by reference from Exhibit 3(a)
of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2012.
(b) By-Laws, as amended and restated with effect as of October 26, 2015, incorporated herein by reference from Exhibit
3(b) of Form 8-K (File No. 001-05231), filed October 28, 2015.
(4)
Instruments defining the rights of security holders, including Indentures:*
(a) Senior Debt Securities Indenture, incorporated herein by reference from Exhibit (4)(a) of Form S-3 Registration
Statement (File No. 333-14141), filed October 15, 1996.
(i)
(ii)
(iii)
(iv)
6 3/8% Debentures due 2028. Supplemental Indenture No. 1, dated January 8, 1998, incorporated herein by
reference from Exhibit (4)(a) of Form 8-K (File No. 001-05231), filed January 13, 1998.
Medium-Term Notes, Series F, Due from 1 Year to 60 Years from Date of Issue. Supplemental Indenture No.
4, incorporated herein by reference from Exhibit (4)(c) of Form S-3 Registration Statement (File No.
333-59145), filed July 15, 1998.
Medium-Term Notes, Series I, Due from 1 Year to 60 Years from Date of Issue. Supplemental Indenture No. 8,
incorporated herein by reference from Exhibit (4)(c) of Form S-3 Registration Statement (File No.
333-139431), filed December 15, 2006.
Medium-Term Notes, Due from One Year to 60 Years from Date of Issue. Supplemental Indenture No. 9,
incorporated herein by reference from Exhibit (4)(c) of Form S-3 Registration Statement (File No.
333-162182), filed September 28, 2009.
(b) Subordinated Debt Securities Indenture, incorporated herein by reference from Exhibit (4)(b) of Form S-3 Registration
Statement (File No. 333-14141), filed October 15, 1996.
(10)
Material Contracts
(a) Directors’ Deferred Compensation Plan, effective as of January 1, 2008, incorporated herein by reference from Exhibit
99.4 of Form 8-K (File No. 001-05231), filed December 4, 2007.**
(b) McDonald’s Excess Benefit and Deferred Bonus Plan, effective January 1, 2011, as amended and restated
March 22, 2010, incorporated herein by reference from Exhibit 10(b) of Form 10-Q (File No. 001-05231), for the
quarter ended March 31, 2010.**
(c) McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective as of September 1, 2001,
incorporated herein by reference from Exhibit 10(c) of Form 10-K (File No. 001-05231), for the year ended
December 31, 2001.**
(i)
(ii)
First Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective as
of January 1, 2002, incorporated herein by reference from Exhibit 10(c)(i) of Form 10-K (File No. 001-05231),
for the year ended December 31, 2002.**
Second Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective
January 1, 2005, incorporated herein by reference from Exhibit 10(c)(ii) of Form 10-K (File No. 001-05231), for
the year ended December 31, 2004.**
52 McDonald's Corporation 2015 Annual Report
(d) 1992 Stock Ownership Incentive Plan, as amended and restated January 1, 2001, incorporated herein by reference
from Exhibit 10(e) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2001.**
(i)
First Amendment to McDonald’s Corporation 1992 Stock Ownership Incentive Plan, as amended and restated,
effective as of February 14, 2007, incorporated herein by reference from Exhibit 10(e)(i) of Form 10-Q (File
No. 001-05231), for the quarter ended March 31, 2007.**
(e) McDonald’s Corporation Amended and Restated 2001 Omnibus Stock Ownership Plan, effective July 1, 2008,
incorporated herein by reference from Exhibit 10(h) of Form 10-Q (File No. 001-05231), for the quarter ended June
30, 2009.**
(i)
(ii)
First Amendment to the McDonald’s Corporation Amended and Restated 2001 Omnibus Stock Ownership
Plan, incorporated herein by reference from Exhibit 10(h)(i) of Form 10-K (File No. 001-05231), for the year
ended December 31, 2008.**
Second Amendment to the McDonald’s Corporation Amended and Restated 2001 Omnibus Stock Ownership
Plan as amended, effective February 9, 2011, incorporated herein by reference from Exhibit 10(h)(ii) of Form
10-K (File No. 001-05231), for the year ended December 31, 2010.**
(f) McDonald's Corporation 2012 Omnibus Stock Ownership Plan, effective June 1, 2012, incorporated herein by
reference from Exhibit 10(h) of Form 10-Q (File No. 001-05231), for the quarter ended September 30, 2012.**
(g) McDonald’s Corporation 2009 Cash Incentive Plan, effective as of May 27, 2009, incorporated herein by reference
from Exhibit 10(j) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2009.**
(h) McDonald's Corporation Target Incentive Plan, effective January 1, 2013, incorporated herein by reference from
Exhibit 10(j) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2013.**
(i) McDonald's Corporation Cash Performance Unit Plan, effective February 13, 2013, incorporated herein by reference
from Exhibit 10(k) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2013.**
(j)
Form of Executive Stock Option Grant Agreement in connection with the Amended and Restated 2001 Omnibus
Stock Ownership Plan, as amended, incorporated herein by reference from Exhibit 10(j) of Form 10-K (File No.
001-05231), for the year ended December 31, 2011.**
(k) Form of Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the Amended and
Restated 2001 Omnibus Stock Ownership Plan, as amended, incorporated herein by reference from Exhibit 10(k) of
Form 10-K (File No. 001-05231), for the year ended December 31, 2011.**
(l)
Form of Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan,
incorporated herein by reference from Exhibit 10(n) of Form 10-Q (File No. 001-05231), for the quarter ended March
31, 2013.**
(m) Form of Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012 Omnibus
Stock Ownership Plan, incorporated herein by reference from Exhibit 10(o) of Form 10-Q (File No. 001-05231), for the
quarter ended March 31, 2013.**
(n) Form of Special CPUP Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012
Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(p) of Form 10-Q (File No.
001-05231), for the quarter ended March 31, 2013.**
(o) McDonald's Corporation Severance Plan, as Amended and Restated, effective July 1, 2015, incorporated herein by
reference from Exhibit 10(p) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2015.**
(p) McDonald’s Corporation Severance Plan, as Amended and Restated, effective September 30, 2015, incorporated
herein by reference from Exhibit 10(o) of Form 10-Q (File No. 001-05231), for the quarter ended September 30,
2015.**
(q) Form of McDonald's Corporation Tier I Change of Control Employment Agreement, incorporated herein by reference
from Exhibit 10(i) of Form 10-Q (File No. 001-05231), for the quarter ended September 30, 2008.**
(r) Description of Restricted Stock Units granted to Andrew J. McKenna, incorporated herein by reference from Exhibit
10(r) of Form 10-Q (File No. 001-05231), for the quarter ended September 30, 2015.**
(s) Assignment Agreement between Douglas Goare and the Company, effective January 1, 2012, incorporated herein by
reference from Exhibit 10(x) of Form 10-K (File No. 001-05231), for the year ended December 31, 2013.**
(t) Assignment Agreement between David Hoffmann and the Company, effective April 13, 2011, incorporated herein by
reference from Exhibit 10(y) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2014. **
(i)
2015 Extension of the Assignment Agreement between David Hoffmann and the Company, dated as of
January 7, 2015, incorporated herein by reference from Exhibit 10(w)(i) of Form 10-Q (File No. 001-05231),
for the quarter ended March 31, 2015.**
(u) Form of 2014 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan,
incorporated herein by reference from Exhibit 10(z) of Form 10-Q (File No. 001-05231), for the quarter ended March
31, 2014.**
(v) Retirement Agreement between Timothy Fenton and the Company, dated July 9, 2014, incorporated herein by
reference from Exhibit 10(z) of Form 10-Q (File No. 001-05231), for the quarter ended September 30, 2014.**
(w) Retirement and Consulting Agreement between Donald Thompson and the Company, effective March 1, 2015,
incorporated herein by reference from Exhibit 99 to Form 8-K (File No. 001-05231), filed on March 3, 2015.**
McDonald's Corporation 2015 Annual Report 53
(x) Form of 2015 Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012
Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(aa) of Form 10-Q (File No.
001-05231), for the quarter ended March 31, 2015.**
Computation of Ratios.
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney.
Rule 13a-14(a) Certification of Chief Executive Officer.
Rule 13a-14(a) Certification of Chief Financial Officer.
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(12)
(21)
(23)
(24)
(31.1)
(31.2)
(32.1)
(32.2)
(101.INS)
XBRL Instance Document.
(101.SCH)
XBRL Taxonomy Extension Schema Document.
(101.CAL)
XBRL Taxonomy Extension Calculation Linkbase Document.
(101.DEF)
XBRL Taxonomy Extension Definition Linkbase Document.
(101.LAB)
XBRL Taxonomy Extension Label Linkbase Document.
(101.PRE)
XBRL Taxonomy Extension Presentation Linkbase Document.
* Other instruments defining the rights of holders of long-term debt of the registrant, and all of its subsidiaries for which consolidated
financial statements are required to be filed and which are not required to be registered with the Commission, are not included herein
as the securities authorized under these instruments, individually, do not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. An agreement to furnish a copy of any such instruments to the Commission upon request has
been filed with the Commission.
** Denotes compensatory plan.
54 McDonald's Corporation 2015 Annual Report
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
McDonald’s Corporation
(Registrant)
By
/s/ Kevin M. Ozan
Kevin M. Ozan
Corporate Executive Vice President and
Chief Financial Officer
February 25, 2016
Date
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in their capacities
indicated below on the 25th day of February, 2016:
By
By
By
By
By
By
By
By
By
Signature, Title
/s/ Susan E. Arnold
Susan E. Arnold
Director
/s/ Lloyd H. Dean
Lloyd H. Dean
Director
/s/ Stephen J. Easterbrook
Stephen J. Easterbrook
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Robert A. Eckert
Robert A. Eckert
Director
/s/ Margaret H. Georgiadis
Margaret H. Georgiadis
Director
/s/ Enrique Hernandez, Jr.
Enrique Hernandez, Jr.
Director
/s/ Jeanne P. Jackson
Jeanne P. Jackson
Director
/s/ Richard H. Lenny
Richard H. Lenny
Director
/s/ Walter E. Massey
Walter E. Massey
Director
By
By
By
By
By
By
By
Signature, Title
/s/ Andrew J. McKenna
Andrew J. McKenna
Chairman of the Board and Director
/s/ Brian J. Mullens
Brian J. Mullens
Corporate Senior Vice President – Controller
(Principal Accounting Officer)
/s/ John J. Mulligan
John J. Mulligan
Director
/s/ Kevin M. Ozan
Kevin M. Ozan
Corporate Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Sheila A. Penrose
Sheila A. Penrose
Director
/s/ John W. Rogers, Jr.
John W. Rogers, Jr.
Director
/s/ Miles D. White
Miles D. White
Director
McDonald's Corporation 2015 Annual Report 55
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McDonald’s Corporation
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