cover
Annual Report
2020
Annual Letter to Shareholders
Dear Shareholders,
the Global McFamily
and our Customers,
At McDonald’s, we are privileged to be active
participants in the local communities where we live,
work and serve. That means we reflect the values and
understand the needs of the customers and people we
strive to put first every day. This was especially prudent
as we navigated the COVID-19 pandemic and societal
challenges within this past year. Through it all, and with
the strength of our McFamily and a values-led mindset,
we did the right thing from the start. We prioritized
the safety of restaurant crew and customers; we took
important steps to preserve our financial flexibility; we
leveraged the power of our supply chain; and we stood
by and supported our local communities.
I believe firmly that our Brand will be defined by how
we respond to such challenges, both as the world’s
largest restaurant company—and as good neighbors.
At the onset of the pandemic, I laid out five principles
that McDonald’s used to guide our approach to this
historic challenge:
“We’re all in this together”
“Think and act with a long-term mindset”
“ Be transparent with each other
and our stakeholders”
“Lead by example”
“Stay true to our purpose”
Supported by these principles and energized by the
incredible courage and effort from people across our
three-legged stool, McDonald’s delivered a resilient
performance in what was the most difficult year in
our history.
Emerging from 2020 in a position
of strength
While conditions were challenging in most markets, we still
achieved nearly $20 billion in full year revenue and over $90
billion in full year Systemwide sales. We were well-positioned
to effectively navigate such challenging circumstances
because of our operating model, our focus on running great
restaurants and our many competitive strengths, including
our formidable Drive Thru presence. We also were well-
positioned due to the significant investments we’ve made in
recent years to develop our digital and delivery capabilities,
which proved to be a boon throughout the pandemic.
The US delivered its sixth consecutive year of positive
comparable sales, and average US franchisee restaurant
operating cash flow reached an all-time high in 2020, after
a previous all-time high in 2019. Elsewhere, Japan and
Australia posted five and seven consecutive years of positive
comparable sales growth, respectively. Markets that had
to significantly reduce operations or face closures due
to government restrictions did so with remarkable agility
and care. Their ability to respond quickly to the external
environment was a further demonstration of our System’s
unmatched execution prowess.
While 2020 was a historically
demanding year, it has helped
McDonald’s to do everything better.
We engaged Mayo Clinic to provide ongoing expertise on
emerging science in COVID-19 infection prevention, and we
devised new ways to safely and reliably serve our customers.
This, in turn, allowed us to continue gaining market share
in most major markets. We also improved on our already
unrivaled Drive Thru capabilities and continued to see the
enormous benefits of contactless delivery, take-away, and
curbside pick-up. Meanwhile, more customers used our app
than ever before, as digital sales reached nearly 20 percent
of Systemwide sales across our top six markets.
At the outset of the pandemic, we committed to helping every
operator and partner survive the crisis. We took prudent,
Annual Letter to Shareholders
Annual Letter to Shareholders
Emerging from 2020 in a position
of strength
While conditions were challenging in most markets, we still
achieved nearly $20 billion in full year revenue and over $90
billion in full year Systemwide sales. We were well-positioned
to effectively navigate such challenging circumstances
because of our operating model, our focus on running great
restaurants and our many competitive strengths, including
our formidable Drive Thru presence. We also were well-
positioned due to the significant investments we’ve made in
recent years to develop our digital and delivery capabilities,
which proved to be a boon throughout the pandemic.
The US delivered its sixth consecutive year of positive
comparable sales, and average US franchisee restaurant
operating cash flow reached an all-time high in 2020, after
a previous all-time high in 2019. Elsewhere, Japan and
Australia posted five and seven consecutive years of positive
comparable sales growth, respectively. Markets that had
to significantly reduce operations or face closures due
to government restrictions did so with remarkable agility
and care. Their ability to respond quickly to the external
environment was a further demonstration of our System’s
unmatched execution prowess.
While 2020 was a historically
demanding year, it has helped
McDonald’s to do everything better.
We engaged Mayo Clinic to provide ongoing expertise on
emerging science in COVID-19 infection prevention, and we
devised new ways to safely and reliably serve our customers.
This, in turn, allowed us to continue gaining market share
in most major markets. We also improved on our already
unrivaled Drive Thru capabilities and continued to see the
enormous benefits of contactless delivery, take-away, and
curbside pick-up. Meanwhile, more customers used our app
than ever before, as digital sales reached nearly 20 percent
of Systemwide sales across our top six markets.
quick action designed to prevent not a
single Owner/Operator from failing due to
the pandemic. We offered franchisees nearly
$1 billion in short-term financial liquidity
support through rent and royalty deferrals,
along with timely, targeted, and temporary
assistance to individual franchisees in
the most precarious situations. Thanks to
our quick decision-making and our robust
balance sheet, the financial health of the
McDonald’s System remains strong.
Just as important, we addressed our short-
term challenges without sacrificing our
long-term priorities. We continued to invest
in our Brand, including an incremental $200
million in marketing support to widen our
market share gains and accelerate our
recovery. We also opened nearly 1,000 new
restaurants globally, modernized another 900
restaurants in the US, and together with our
franchisees, we invested more than $1 billion
in technology and digital initiatives.
I said several times through the year that we
were confident McDonald’s would be just as
strong coming out of the pandemic as we
were going into it, and we are proving that in
so many ways.
A new, holistic growth strategy
to reflect the changing
environment
Motivated by our resilience in the face of
unprecedented challenges, we began writing
the next chapter for McDonald’s as we shared
our new growth strategy, Accelerating the
Arches. Alongside bold business objectives,
the strategy articulates a clear vision of where
and how we intend to make a difference in the
world, reflecting the changing expectations
At the outset of the pandemic, we committed to helping every
that today’s customers have of modern
operator and partner survive the crisis. We took prudent,
corporations like McDonald’s.
We already knew customer habits and expectations were
It is especially encouraging to see the
environment. That’s especially true in an era when customers
changing going into 2020. The pandemic accelerated some of
power of the three pillars coming together
and communities expect more of us. That is why one of
Annual Letter to Shareholders
those changes and brought other powerful truths into focus.
already. The launch of Famous Orders in
First, our customers’ needs are different than they were
prior to the pandemic, so the experience we offer must
adapt. A world with less dine-in and more takeout plays to
our significant advantage in Drive Thru and our growing
capabilities in delivery and curbside pick-up. More lunch and
dinner visits are well-suited to our core menu, with iconic
favorites that people love. Greater dependence on technology
bodes well for McDonald’s fast-growing digital experience
and our inherent scale advantages.
This understanding was essential as we identified three new
growth pillars to deliver our next phase of sustainable growth
under Accelerating the Arches. They are easy to remember…
just think M-C-D:
M - Maximize our Marketing
McDonald’s is one of the world’s most recognized brands,
and we invest about $4 billion per year in marketing.
Working with our agency partners, we will raise our
creative ambition and capitalize on evolving digital
the US, for example, brought together the
strength of our marketing, the popularity of
our core menu items and enormous digital
engagement to drive significant sales in
the third and fourth quarters of 2020. The
success of this initiative was just a glimpse
of what is possible and we are excited for
what is to come.
Leading with our purpose and
refreshing our values to guide
our strategy
The second truth is that people expect
more from corporations today and are
seeking brands that reflect their own values.
Customers want to see that the McDonald’s
they visit locally matches how we act globally.
They want and expect us to be a force for
good everywhere.
behaviors to deepen the connection with our customers
The strength of McDonald’s business
to drive growth.
C - Commit to the Core
McDonald’s menu is known around the globe, and
customers love favorites like the Big Mac®, Chicken
entering 2020 and our resilience through
the pandemic allowed us to broaden our
perspective to make Accelerating the
Arches a strategy focused on more than
just business performance. It is rooted in
our belief that our next chapter of growth
McNuggets®, and of course, our World Famous Fries®.
During the pandemic, we focused on these classics and
depends not just on what we do, but how we
do it in more than 39,000 local restaurants
were reminded not only of customers’ enduring passion
around the world.
for these products, but also the significant growth
opportunities that still exist within our core menu.
D - Double Down on the Three Ds
Digital, Delivery and Drive Thru. Customers have always
loved McDonald’s for its convenience, and new technologies
Meeting the needs of our customers and
communities requires us to embrace a
bigger, more holistic vision. Just as our
timeless commitment to Quality, Service,
Cleanliness, and Value has been refined over
the years to make them relevant for each era,
offer us the opportunity to make the McDonald’s experience
the language we use to express our purpose,
even faster and easier. We will innovate in these service
mission, and values must be reinvigorated
channels to unlock even more growth.
to ensure it is responsive to today’s
our priorities over the past year was to ensure our purpose,
mission, and values reflect the role we play in society today—
while embracing the vital place these timeless ideals and
principles occupy as an essential part of this special Brand
we all love.
In speaking to franchisees, customers and crew around
the world, it became clear that McDonald’s purpose is to
feed and foster communities. It also became clear in those
conversations that our ability to deliver on our purpose is
rooted in a refreshed set of core values:
Ray Kroc used to talk constantly about our values. He knew
that in a System where every restaurant is unique and locally
owned, our values would be the light that guides us through
every decision. These refreshed values are a foundational
component of Accelerating the Arches and will guide us in
achieving our business objectives while providing a common
compass for how we serve our communities, and one another.
With its holistic view of what McDonald’s seeks to accomplish
as an organization, Accelerating the Arches will strengthen
our advantages and deliver value—not only to our business,
but to our communities, customers, franchisees, crew,
employees, farmers and suppliers.
Annual Letter to Shareholders
Annual Letter to Shareholders
It is especially encouraging to see the
power of the three pillars coming together
already. The launch of Famous Orders in
the US, for example, brought together the
strength of our marketing, the popularity of
our core menu items and enormous digital
engagement to drive significant sales in
the third and fourth quarters of 2020. The
success of this initiative was just a glimpse
of what is possible and we are excited for
what is to come.
Leading with our purpose and
refreshing our values to guide
our strategy
The second truth is that people expect
more from corporations today and are
seeking brands that reflect their own values.
Customers want to see that the McDonald’s
they visit locally matches how we act globally.
They want and expect us to be a force for
good everywhere.
The strength of McDonald’s business
entering 2020 and our resilience through
the pandemic allowed us to broaden our
perspective to make Accelerating the
Arches a strategy focused on more than
just business performance. It is rooted in
our belief that our next chapter of growth
depends not just on what we do, but how we
do it in more than 39,000 local restaurants
around the world.
Meeting the needs of our customers and
communities requires us to embrace a
bigger, more holistic vision. Just as our
timeless commitment to Quality, Service,
Cleanliness, and Value has been refined over
the years to make them relevant for each era,
the language we use to express our purpose,
mission, and values must be reinvigorated
to ensure it is responsive to today’s
environment. That’s especially true in an era when customers
and communities expect more of us. That is why one of
our priorities over the past year was to ensure our purpose,
mission, and values reflect the role we play in society today—
while embracing the vital place these timeless ideals and
principles occupy as an essential part of this special Brand
we all love.
In speaking to franchisees, customers and crew around
the world, it became clear that McDonald’s purpose is to
feed and foster communities. It also became clear in those
conversations that our ability to deliver on our purpose is
rooted in a refreshed set of core values:
Serve
We put our customers and people first
Inclusion
We open our doors to everyone
Integrity
We do the right thing
Community
We are good neighbors
Family
We get better together
Ray Kroc used to talk constantly about our values. He knew
that in a System where every restaurant is unique and locally
owned, our values would be the light that guides us through
Looking forward to another
year of progress
We are a stronger Brand for the challenges
we faced together in 2020. Our business
performance and the trust we fostered
throughout our communities reinforced our
confidence in McDonald’s long-term success.
As a result, we were pleased to continue the
company’s more than 40-year tradition of
annual dividend increases.
While 2020 was a year beset with obstacles,
it was also a year of progress for McDonald’s,
and it has emboldened us to build on the
platform we created to write our next great
chapter together. Supported by a bold new
strategy and our enduring foundation of
running great restaurants, McDonald’s will
continue to strive to be a force for good in
our communities while strengthening and
widening the competitive advantages that
help us make delicious feel-good moments
easy for everyone.
Thank you to our shareholders for your
continued investment in McDonald’s, to our
customers for giving us the opportunity to
serve you and your communities, and to the
people in the McDonald’s System who make
this business what it is and give us the spirit
every decision. These refreshed values are a foundational
to succeed.
component of Accelerating the Arches and will guide us in
achieving our business objectives while providing a common
compass for how we serve our communities, and one another.
Be well.
With its holistic view of what McDonald’s seeks to accomplish
as an organization, Accelerating the Arches will strengthen
our advantages and deliver value—not only to our business,
but to our communities, customers, franchisees, crew,
employees, farmers and suppliers.
Chris Kempczinski
President and CEO
McDonald’s Corporation
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, 2020
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)
110 North Carpenter Street, Chicago,
Illinois
(Address of principal executive offices)
36-2361282
(I.R.S. Employer
Identification No.)
60607
(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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
MCD
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2020 was $137,233,144,378.
The number of shares outstanding of the registrant’s common stock as of January 31, 2021 was 745,572,145.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates information by reference from the registrant’s 2021 definitive proxy statement, which will be filed no later than 120 days
after December 31, 2020.
McDONALD’S CORPORATION
TABLE OF CONTENTS
ORGANIZATION OF OUR ANNUAL REPORT ON FORM 10-K
The order and presentation of content in our Annual Report on Form 10-K ("Form 10-K") differs from the traditional U.S. Securities and
Exchange Commission ("SEC") Form 10-K format. We believe that our format improves readability and better presents how we organize
and manage our business. See "Form 10-K Cross-Reference Index" for a cross-reference index to the traditional SEC Form 10-K format.
Page reference
Forward-Looking Statements
About McDonald's
Business Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's View of the Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Performance and Strategic Direction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Position and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Key Information
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information About our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Availability of Company Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters . . . . . . . . . . . . . . . . . . .
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Cross-Reference Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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28
29
35
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36
37
37
64
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65
68
69
All trademarks used herein are the property of their respective owners.
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 "could," "should," "continue,"
"estimate," "forecast," "intend," "look," “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” "remain" and "confident" or similar expressions. In
particular, statements regarding our plans, strategies, prospects and expectations regarding our business and industry, including those
under "2020 Financial Performance", "Strategic Direction", "Outlook", or "Risk Factors" 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 such forward-looking statements. Our business results are subject to a variety of risks, including those considerations
or risks that are reflected in the "Risk Factors" section, as well as elsewhere in our filings with the SEC. If any of these considerations or
risks materialize, our expectations (or underlying assumptions) may change or not be realized and our performance may be adversely
affected. Therefore, you should not rely unduly on any forward-looking statements.
ABOUT McDONALD'S
McDonald’s Corporation, the registrant, together with its subsidiaries, is referred to herein as the "Company." The Company, its franchisees
and suppliers, are referred to herein as the "System."
BUSINESS SUMMARY
General
For the year ended December 31, 2020, there were no material changes to the Company's corporate structure or in its method of
conducting business. The Company’s reporting segments are aligned with its strategic priorities and reflect how management reviews and
evaluates operating performance. Significant reportable segments include the United States ("U.S.") and International Operated Markets
("IOM"). In addition, throughout this report we present the International Developmental Licensed Markets & Corporate segment ("IDL"),
which includes markets in over 80 countries, as well as Corporate activities. Effective January 1, 2019, McDonald's changed its global
operating structure. Refer to the Segment and Geographic Information section included on page 50 of this Form 10-K for additional
information.
Description of business
• General
The Company franchises and operates McDonald’s restaurants, which serve a locally-relevant menu of quality food and beverages in 119
countries. Of the 39,198 restaurants at year-end 2020, 36,521 were franchised, which is 93% of McDonald's 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. The business relationship between
McDonald’s and its independent franchisees is supported by adhering to standards and policies and is of fundamental importance to overall
performance and to protecting the McDonald’s brand.
The Company 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 be their own employer and maintain control over all employment
related matters, marketing and pricing decisions, while also benefiting from the strength of McDonald’s global brand, operating system and
financial resources.
Directly operating McDonald’s restaurants contributes significantly to our ability to act as a credible franchisor. One of the strengths of
the franchising model is that the expertise 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. Having Company-owned and operated 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 McDonald’s
restaurants.
The Company’s revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees. 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. The Company’s Other revenues are comprised of
technology fees paid by franchisees, revenues from brand licensing arrangements, and third party revenues for the Dynamic Yield business.
Conventional Franchise
Under a conventional franchise arrangement, the Company generally owns or secures a long-term lease on the land and building 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.
McDonald's Corporation 2020 Annual Report 3
Franchisees are also responsible for reinvesting capital in their businesses over time. In addition, to accelerate implementation of
certain initiatives, the Company may co-invest with franchisees to fund improvements to their restaurants or their operating systems. These
investments, developed in collaboration with franchisees, are designed to cater to consumer preferences, improve local business
performance, and increase the value of our brand through the development of modernized, more attractive and higher revenue generating
restaurants.
The Company requires franchisees to meet rigorous standards and generally does not work with passive investors. The business
relationship with franchisees is designed to facilitate consistency and high quality at all McDonald’s restaurants. Conventional franchisees
contribute to the Company’s revenue, primarily 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. The Company's
heavily franchised business model is designed to generate stable and predictable revenue, which is largely a function of franchisee sales,
and resulting cash flow streams. As most revenues are based on a percent of sales, the Company expects that consumer sentiment and
government regulations as a result of COVID-19 may continue to have a negative impact on revenue in the near term.
Developmental License or Affiliate
Under a developmental license or affiliate arrangement, licensees are responsible for operating and managing the business, providing
capital (including the real estate interest) and developing and opening new restaurants. The Company generally does not invest any capital
under a developmental license or affiliate arrangement, and it receives a royalty based on a percent of sales, and generally receives initial
fees upon the opening of a new restaurant or grant of a new license.
While developmental license and affiliate arrangements are largely the same, affiliate arrangements are used in a limited number of
foreign markets (primarily China and Japan) within the International Developmental Licensed Markets segment and a limited number of
individual restaurants within the International Operated Markets segment, where the Company also has an equity investment and records its
share of net results in Equity in earnings of unconsolidated affiliates.
As both royalty revenues and the Company's share of net results in equity investments are based on sales results, the Company may
continue to experience a negative impact to revenues and Equity in earnings of unconsolidated affiliates as a result of COVID-19 in the near
term.
•
Supply chain, food safety, and quality
The Company and its franchisees purchase food, packaging, equipment, and other goods from numerous independent suppliers. The
Company has established and enforces high food safety and quality standards. The Company has quality centers around the world
designed to promote consistency of its high standards. The quality management systems and processes not only involve ongoing product
reviews, but also on-site and virtual supplier visits. A Food Safety Advisory Council, composed of the Company’s internal food safety
experts, as well as suppliers and outside academia, provides strategic global leadership for all aspects of food safety. We have ongoing
programs to educate employees about food safety practices, and our suppliers and restaurant operators participate in food safety trainings
where we share best practices on food safety and quality. In addition, the Company works closely with suppliers to encourage innovation
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 food for customers.
As a result of the COVID-19 pandemic, the Company implemented a framework called Safety+ for enhanced hygiene and safety
standards to help re-enforce customer and crew safety. Additionally, the Company worked closely with suppliers on contingency planning for
continuous supply so that we were able to continue to operate safe restaurants, and we had no breaks in supply for food, packaging, toys or
equipment globally throughout 2020 due to COVID-19.
•
Products
McDonald’s restaurants offer a substantially uniform menu, although there are geographic variations to suit local consumer preferences and
tastes.
McDonald’s menu includes hamburgers and cheeseburgers, Big Mac, Quarter Pounder with Cheese, Filet-O-Fish, several chicken
sandwiches, Chicken McNuggets, wraps, McDonald's Fries, salads, oatmeal, shakes, McFlurry desserts, sundaes, soft serve cones, bakery
items, soft drinks, coffee, McCafé beverages and other beverages.
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, oatmeal, breakfast burritos and hotcakes.
In addition to these menu items, the restaurants sell a variety of other products during limited-time promotions.
Taste, quality, choice, value and nutrition are important to our customers, and we are continuously evolving our menu to meet our
customers' needs, including testing new products on an ongoing basis.
• Marketing
McDonald’s global brand is well known. Marketing, promotional and public relations activities are designed with customers in mind and are
focused on promoting the McDonald’s brand and differentiating the Company from its competitors. Marketing and promotional efforts focus
on value, quality, food taste, menu choice, nutrition, convenience and the customer experience.
•
Intellectual property
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 "McDonald's" trademark 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.
4 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
•
Competition
McDonald’s restaurants compete with international, national, regional and local retailers of traditional, fast casual and other food service
competitors. The Company competes in the quick-service restaurant industry on the basis of price, convenience, service, experience, menu
variety and product quality in a highly fragmented global restaurant industry.
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 measures itself using the informal eating out ("IEO") segment
information, which is inclusive of the Company’s primary competition of quick-service restaurants. The IEO segment includes the following
restaurant categories defined by Euromonitor International: limited-service restaurants (which combines quick-service eating establishments
and 100% home delivery/takeaway providers), street stalls or kiosks, cafés, 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 providers with
limited table service.
Based on data from Euromonitor International, the global IEO segment was composed of approximately 9 million outlets and generated
$1.2 trillion in annual sales in 2019, the most recent year for which data is available. McDonald’s Systemwide 2019 restaurant business
accounted for 0.4% of those outlets and 8.4% of the sales.
Management also on occasion benchmarks McDonald’s against the entire restaurant industry, including the IEO segment defined above
and all full-service restaurants. Based on data from Euromonitor International, the restaurant industry was composed of approximately 20
million outlets and generated $2.6 trillion in annual sales in 2019. McDonald’s Systemwide restaurant business accounted for 0.2% of those
outlets and 3.8% of the sales.
•
Environmental matters
The Company prioritizes progress across a range of environmental matters, and endeavors to improve our long-term sustainability and
resiliency, which benefits McDonald’s and the communities it serves. The Company monitors environment-related governmental initiatives
and consumer preferences, and while we cannot predict the precise nature of how these may evolve, the Company plans to respond in a
timely and appropriate manner. Although any impact would likely vary by geographic region and/or market, we believe that the adoption of
new regulations may increase costs or operational complexity for the Company.
To guide our management of environmental matters, the Company has developed goals and performance indicators that are updated
periodically on the Company’s website, informed by relevant frameworks including the Sustainability Accounting Standards Board. These
include goals and initiatives to reduce System greenhouse gas emissions, eliminate deforestation from our global supply chain, responsibly
source ingredients and packaging, and increase the availability of recycling in restaurants to reduce waste, which the Company recognizes
are increasingly important to customers. The Company also discloses the impacts of environmental risks and opportunities in its annual
CDP Climate Change, CDP Forests and CDP Water reports. In recent years, we have made significant progress on our global commitments
where we can make a difference at scale and drive industry-wide change.
Actual or perceived effects of changes in climate, weather patterns, water resources, forests or other natural resources, or packaging
waste could have a direct or indirect impact on the operations of the System in ways which we cannot fully predict at this time. The
Company will continue to assess potential risks and opportunities to analyze possible material impacts to the System as we believe taking
action on environmental matters will drive business value in the long-term by ensuring we are managing operational costs in our energy
supply, improving the security of supply of our raw materials and reducing our exposure to increasing environmental risks, regulation and
taxes.
• Government regulations
The Company has global operations and is therefore subject to the laws of the United States and multiple foreign jurisdictions in which the
Company operates and the rules and regulations of various governing bodies, which may differ among jurisdictions. Throughout 2020, there
were various instances around the world of COVID-19 related government restrictions on operating hours, dine-in capacity and in some
cases, mandated full restaurant closures. These government restrictions negatively impacted the Company's revenues. The Company does
not believe that compliance with other current government regulations will have a material effect on the Company's capital expenditures,
earnings or competitive position.
McDonald's Corporation 2020 Annual Report 5
•
Human capital management
Purpose, Mission, & Values
Through our size and scale, the Company is embracing and prioritizing our role and commitment to the communities in which we operate
through our:
•
Purpose to feed and foster communities,
• Mission to create delicious feel-good moments for everyone, and
•
Core values that define who we are and how we run our business.
At McDonald's, we are guided by our five core values:
1. Serve – We put our customers and people first;
2.
3.
Inclusion – We open our doors to everyone;
Integrity – We do the right thing;
4. Community – We are good neighbors; and
5. Family – We get better together.
The Company believes that it is our people, all around the world, who set us apart and bring these values to life on a daily basis.
In addition, the Company’s people strategies aim to create an environment grounded in diversity, equity and inclusion; continually
evaluate and evolve compensation and benefits programs, while offering quality training and learning opportunities; and uphold a high
standard of health and safety for employees and customers alike.
We encourage you to read more information within McDonald’s “Purpose & Impact” section on the Company’s website that includes
additional information regarding our human capital management and other initiatives and is updated periodically as our strategies evolve.
Our website is not deemed incorporated by reference into this Annual Report on Form 10-K, but does provide background for reference.
Our People
The Company’s employees include those in our corporate and other offices as well as Company-owned and operated restaurant employees,
totaling approximately 200,000 worldwide as of year-end 2020, of which over 75% are based outside of the U.S. In addition to Company
employees, the over two million individuals who work in our independent Franchisee restaurants globally are critical to the Company’s
success, enabling us to drive long-term value creation and further our purpose and mission. People are at the cornerstone of our business
and an essential part of the McDonald's System – our owner-operators, our suppliers, and the Company.
Diversity, Equity and Inclusion (“DEI”)
At McDonald’s, our aspiration is that no matter where you are in the world, when you interact with McDonald’s, inclusivity and equity are
evident. We believe that a diverse workforce is critical to McDonald’s success, and we are committed to making this a continued priority for
our Company. Our Board of Directors reflects this commitment as half of the 12 members are women or racially diverse, including the
Chairman of the Board. With this leadership, the Company recently launched a new global DEI strategy designed to drive accountability
across the System to better represent the diverse communities in which McDonald’s operates, to accelerate cultures of inclusion and
belonging, and to further dismantle barriers to economic opportunity.
The Company’s enhanced DEI strategy builds on existing initiatives from across the business, including:
•
•
•
•
the ongoing initiative to improve the representation of women at all levels of the Company,
long-standing work designed to encourage franchisees and suppliers to create greater diversity in their own operations,
upholding human rights and cultivating a respectful workplace that is ethical, truthful and dependable, and
our commitment to equitable pay among Company employees with comparable job responsibilities, experience, performance and
contributions.
While McDonald’s is proud of our more than 65-year history as an employer, we expect our global DEI strategy to represent a step
change in how we view equitable opportunity across our System and we are committed to accelerating the representation, inclusion and
opportunity for historically underrepresented groups throughout our business. Aligned with our purpose, mission and values, this strategy will
shape our future as a leading employer.
Beginning in 2021, the Company is incorporating quantitative human capital management related metrics to annual incentive
compensation for its executives. In addition to the Company’s financial performance, executives will be measured on their ability to
champion our core values, improve diversity representation within leadership roles for both women and historically underrepresented
groups, and create a strong culture of inclusion within the Company.
6 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Workplace Health and Safety
McDonald’s has always focused on protecting the health and safety of our people and our customers. Throughout 2020, in response to the
global COVID-19 pandemic, we have made informed decisions with the guidance from health ministries in most of the countries in which we
operate, as well as the World Health Organization. As safety, hygiene and customers’ trust and confidence in our restaurants is critical in this
environment, the Company has established even greater discipline in restaurant operations to meet those needs. McDonald’s engaged
Mayo Clinic, a global leader in serious and complex healthcare, to provide ongoing counsel and expertise on emerging science in infection
prevention and control, and to identify best practices to mitigate the spread of COVID-19. Over the last year, elevated standards informed by
this engagement have been executed in the majority of McDonald’s over 39,000 restaurants, including more than 50 process changes in
U.S. restaurants. Encompassed in a framework called Safety+, this effort builds on the Company’s history of safety-first leadership in
McDonald’s restaurants, and supplements the work of global markets to help keep customers and crew safe.
Respectful Workplace Environment
Fostering safe, inclusive, and respectful workplaces, wherever we do business, has been integral to the Company for its more than 65 year
history. We understand the importance of providing a positive experience in our offices and in the restaurants where everyone is valued. In
2018, we introduced McDonald's Human Rights Policy, which outlines our commitment to respect our people and their rights. Our
commitment to respect human rights is also set out in our Standards of Business Conduct which apply to Company employees, and in our
Supplier Code of Conduct, which contains our human rights requirements for our global suppliers. Company staff are trained regularly on
the Standards and are required to annually certify their understanding of and commitment to upholding them.
Additionally, we recognize that developing respectful workplaces, where everyone’s rights are recognized, is an ongoing process that
requires continuous effort and improvement. That’s why we worked with third party experts to strengthen our U.S. discrimination,
harassment and anti-retaliation policy and provide enhanced interactive training for corporate staff and U.S. Company-owned restaurant
employees. We have shared this policy and training with our franchisees and encourage them to utilize these tools and resources. We also
recognize how important it is to provide channels for employees to report human rights concerns. Company employees can raise concerns
in many ways, including through an anonymous global channel, the Business Integrity Line – staffed by a live operator from an independent
company – 24 hours a day, 365 days a year. This is complemented by additional reporting channels in many markets. We expect our
employees and franchisees to uphold human rights and cultivate respectful workplaces which builds trust, protects the integrity of our brand
and fuels our success.
Compensation, Benefits, and Talent Development
The compensation and benefits provided to U.S. and internationally-based Company employees, including both corporate staff and
Company-owned restaurant employees, is established based upon competitive considerations in the relevant labor market. The amount and
type of compensation varies by level of employee as well as their location, and may include some combination of the following (in addition to
base pay): cash bonuses, stock-based awards, retirement savings programs, and health and welfare benefits. In addition, Company
employees may receive paid time off, family care resources, tuition assistance and flexible work schedules. In 2020, the Company placed a
significant emphasis on wellbeing globally, deploying a multitude of new benefits focused on the physical, financial and mental health of our
employees. For example, in the U.S., these enhancements included the introduction of new Emotional Wellbeing and Employee Assistance
programs.
McDonald’s has a long-standing commitment to provide training, education benefits and career paths, which empower people and the
communities we serve. McDonald’s is committed to providing opportunities for people to enhance their skills and fulfill their potential through
talent development programs, apprenticeship opportunities, language and technical skill training, and by supporting continuing education.
We believe this helps to facilitate talent attraction, career development and retention. Further, McDonald’s Hamburger University has eight
campuses around the world to provide training for Company employees as well as franchisees and eligible employees from their
organizations. These are just a few examples of how education plays an important role in our business and our communities.
Communities
The Company embraces our role and commitment to the communities we serve. Throughout the past year, McDonald’s rallied together with
our suppliers, franchisees and partners, not just to keep restaurants open and running safely, but also to support our communities and first
responders as seen through our donations of food and masks. Through the Company’s Youth Opportunity program, we aim to reduce
barriers to employment for many at risk young people, through pre-employment job readiness training, employment opportunities, and
workplace development programs. We are also proud of the network of over 260 local Chapters of Ronald McDonald House Charities
(“RMHC”) spanning over 60 countries and regions that creates, finds and supports programs that directly improve the health and well-being
of children and their families. In support of RMHC, in 2020, the Company announced our five-year commitment to RMHC totaling $100
million. The Company will continue to look for ways to utilize our size and scale to create an even bigger impact in the communities we
serve in the future.
McDonald's Corporation 2020 Annual Report 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
MANAGEMENT'S VIEW OF THE BUSINESS
In analyzing business trends, management reviews results on a constant currency basis and considers a variety of performance and
financial measures which are considered to be non-GAAP, including comparable sales and comparable guest count growth, Systemwide
sales growth, after-tax return on invested capital from continuing operations, free cash flow and free cash flow conversion rate, as described
below. Management believes these measures are important in understanding the financial performance of the Company.
•
•
•
•
•
•
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 excluding the effect of foreign currency
translation, impairment and other strategic charges and gains, as well as income tax provision adjustments related to the Tax Cuts and
Jobs Act of 2017 (“Tax Act”), and bases incentive compensation plans on these results, because the Company believes this better
represents underlying business trends.
Comparable sales are compared to the same period in the prior year and represent sales at all restaurants, whether operated by the
Company or by 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 (including restaurants
temporarily closed due to COVID-19 in 2020). Comparable sales exclude the impact of currency translation and the sales of any
market considered hyper-inflationary (generally identified as those markets whose cumulative inflation rate over a three-year period
exceeds 100%), which management believes more accurately reflects the underlying business trends. Comparable sales are driven by
changes in guest counts and average check, which is affected by changes in pricing and product mix.
Comparable guest counts represent the number of transactions at all restaurants, whether operated by the Company or by franchisees,
in operation at least thirteen months including those temporarily closed.
Systemwide sales include sales at all restaurants, whether operated by the Company or by franchisees. 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. The Company's revenues consist solely of sales by Company-operated restaurants and
fees from franchised restaurants operated by conventional franchisees, developmental licensees and affiliates. Changes in
Systemwide sales are primarily driven by comparable sales and net restaurant unit expansion.
The Company’s after-tax return on invested capital ("ROIC") from continuing operations is a metric that management believes
measures our capital-allocation effectiveness over time. Other companies may calculate ROIC differently, limiting the usefulness of the
measure for comparisons with other companies. Refer to the reconciliation in Exhibit 12 for further information on the Company's
calculation of ROIC.
Free cash flow, defined as cash provided by operations less capital expenditures, and free cash flow conversion rate, defined as free
cash flow divided by net income, are measures reviewed by management in order to evaluate the Company’s ability to convert net
profits into cash resources, after reinvesting in the core business, that can be used to pursue opportunities to enhance shareholder
value. Refer to the reconciliations in Exhibit 12 for further information on the Company's calculations of free cash flow and free cash
flow conversion rate.
2020 FINANCIAL PERFORMANCE
In 2020, global comparable sales decreased 7.7% primarily as a result of COVID-19. Comparable guest counts were negative across all
segments for the year.
•
•
•
Comparable sales in the U.S. increased 0.4% benefiting from strong average check growth and positive comparable sales primarily at
the dinner daypart. The Company's strategic marketing investments and promotional activity, along with growth in delivery, had a
positive impact on comparable sales in the second half of 2020.
Comparable sales in the International Operated segment decreased 15.0% reflecting negative comparable sales in most markets as a
result of COVID-19. The comparable sales decline was primarily driven by France, the U.K., Germany, Italy and Spain, partly offset by
positive results in Australia.
Comparable sales in the International Developmental Licensed segment decreased 10.5% reflecting negative comparable sales
primarily in Latin America and Asia, partly offset by strong comparable sales in Japan.
In addition to the comparable sales results, the Company had the following financial results in 2020:
•
•
•
Consolidated revenues decreased 10% (10% in constant currencies).
Systemwide sales decreased 7% (7% in constant currencies).
Consolidated operating income decreased 19% (20% in constant currencies) and included $268 million of net strategic gains.
Excluding these gains, operating income decreased 23% (23% in constant currencies), when also excluding $74 million of net strategic
charges from the prior year. Refer to the Operating Income section on page 17 for additional details.
8 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
•
•
•
•
•
•
•
Operating margin, defined as operating income as a percent of total revenues, decreased from 42.5% in 2019 to 38.1% in 2020.
Excluding the items referenced in the previous bullet point, operating margin decreased from 42.8% in 2019 to 36.7% in 2020.
Diluted earnings per share of $6.31 decreased 20% (20% in constant currencies). Refer to the Net Income and Diluted Earnings Per
Share section on page 12 for additional details.
Cash provided by operations was $6.27 billion.
Capital expenditures of $1.64 billion were allocated mainly to reinvestment in existing restaurants and, to a lesser extent, to new
restaurant openings.
Free cash flow was $4.62 billion, a 19% decrease from the prior year.
Across the System, nearly 1,000 restaurants (including those in our developmental licensee and affiliated markets) were opened.
The Company increased its quarterly cash dividend per share by 3% to $1.29 for the fourth quarter, equivalent to an annual dividend of
$5.16 per share.
STRATEGIC DIRECTION
In 2020, the Company announced a new growth strategy, Accelerating the Arches (the “Strategy”). The Strategy encompasses all aspects of
McDonald’s business as the leading global omni-channel restaurant brand, and includes a refreshed purpose, updated values, and new
growth pillars that build on the Company’s competitive advantages.
Purpose, Mission, & Values
Purpose to feed and foster communities,
The Company is embracing and prioritizing its role and commitments to the communities in which it operates through our:
•
• Mission to create delicious feel-good moments for everyone, and
•
Core values that define who we are and how we run our business.
Growth Pillars
The new growth pillars, rooted in the Company’s identity, MCD, build on historic strengths and articulate areas of further opportunity. Under
the Strategy, the Company will:
• Maximize our Marketing by investing in new, culturally relevant approaches to effectively communicate the story of our brand, food
and purpose. This will focus on enhanced digital capabilities that provide a more personal connection with customers. The Company is
also committed to a marketing strategy that highlights value at every tier of the menu, as affordability remains a cornerstone of the
McDonald’s brand.
•
•
Commit to the Core by tapping into customer demand for the familiar and focusing on serving delicious burgers, chicken and coffee.
The Company will prioritize chicken and beef offerings as we expect they represent the largest growth opportunities. The Company
expects there is significant opportunity to expand its chicken offerings by leveraging line extensions of customer favorites. In addition,
the Company plans to introduce a new Crispy Chicken Sandwich in the U.S. at the end of February. The Company will also implement
a series of operational and formulation changes designed to improve upon the great taste of our burgers. We also see a significant
opportunity with coffee, and markets will leverage the McCafe brand, experience, value and quality to drive long-term growth.
Double Down on the 3D's: Digital, Delivery and Drive Thru by leveraging competitive strengths and building a powerful digital
experience growth engine that provides a fast, easy experience for our customers. To unlock further growth, the Company will
accelerate technology innovation so that when customers interact with McDonald’s, they can enjoy a fast, easy experience that meets
their needs.
◦
◦
◦
Digital: The Company’s new digital experience growth engine, “MyMcDonald’s” will transform its digital offerings across drive thru,
takeaway, delivery, curbside pick-up and dine-in. Through the digital tools across this platform, customers will receive tailored
offers, be able to participate in a new loyalty program and order and receive McDonald's food through the channel of their choice.
The Company expects to have elements of “MyMcDonald’s” across its top six markets by the end of 2021, featuring loyalty
programs in several of those markets, including a U.S. loyalty launch later in 2021. Across these top six markets, digital sales
exceeded $10 billion or nearly 20% of Systemwide sales in 2020.
Delivery: Over the past three years, the Company has expanded the number of McDonald’s restaurants offering delivery to nearly
30,000 restaurants, and delivery sales have grown significantly. The Company will build on this progress and enhance the delivery
experience for customers by adding the ability to order on the McDonald’s app, which is already available in several markets
around the world, and optimizing operations with a focus on speed and accuracy.
Drive Thru: The Company has drive thru locations in over 25,000 restaurants globally, including nearly 95% of the over 13,000
locations in the U.S. During the COVID-19 pandemic, this channel has heightened importance and we expect that it will become
even more critical to meet customers’ demand for flexibility and choice. The Company will build on its drive thru advantage as the
vast majority of new restaurant openings in the U.S. and International Operated Markets will include a drive thru. The Company
will test new concepts and technology to enhance the customer experience, including automated order taking; a new drive thru
express pick-up lane for customers with a digital order; and a restaurant concept that offers drive thru, delivery and takeaway only
to provide a faster, more convenient experience.
The Company’s Strategy is underpinned by a relentless focus on running great restaurants, including improving speed of service to
address customer needs. The Company believes this Strategy will build on our inherent strengths by harnessing our competitive advantages
and investing in innovations that will enhance the customer experience and deliver long-term growth.
McDonald's Corporation 2020 Annual Report 9
OUTLOOK
2021 Outlook
Based on current conditions, the following information is provided to assist in forecasting the Company's future results for 2021.
•
•
•
•
•
•
The Company expects 2021 Systemwide sales growth, in constant currencies, in the low double digits, and expects net restaurant unit
expansion to contribute about 1% to 2021 Systemwide sales growth.
The Company expects operating margin percent to be in the low-to-mid 40% range.
The Company expects full year 2021 selling, general and administrative expenses of approximately 2.3% of Systemwide sales,
reflecting a decrease of about 2% to 4% in constant currencies.
Based on current interest and foreign currency exchange rates, the Company expects interest expense for the full year 2021 to
decrease about 1% to 3% due primarily to lower average debt balances as the Company expects to pay down current debt levels to
return to pre-COVID-19 leverage ratios.
The Company expects the effective income tax rate for the full year 2021 to be in the 21% to 23% range. Some volatility may result in a
quarterly tax rate outside of the annual range.
The Company expects 2021 capital expenditures to be approximately $2.3 billion, about half of which will be directed towards new unit
expansion across the U.S. and International Operated Markets.
In 2021, about $1.1 billion will be dedicated to our U.S. business, about $500 million of which will be allocated to approximately 1,200
restaurant modernization projects. Globally, the Company expects to open over 1,300 restaurants. We will open nearly 500 restaurants
in the U.S. and International Operated Markets segments, and our developmental licensee and affiliates will contribute capital towards
over 800 restaurant openings in their respective markets. Additionally, the U.S. expects to close roughly 325 restaurants in 2021; a
majority of which are lower sales volume McDonald's in Walmart locations. The Company expects about 650 net restaurant additions in
2021.
•
The Company expects to achieve a free cash flow conversion rate greater than 90%.
2022 Outlook
The Company has provided a 2022 outlook that is detailed in its Form 10-Q for the quarter ended September 30, 2020.
10 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
CONSOLIDATED OPERATING RESULTS
The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included on
pages 38 through 59 of this Form 10-K. This section generally discusses 2020 and 2019 items and the year-to-year comparisons between
the year ended December 31, 2020 compared to the year ended December 31, 2019. Discussions of 2018 items and the year-to-year
comparisons between the year ended December 31, 2019 compared to the year ended December 31, 2018 are not included in this Form
10-K and can be found in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020.
Operating results
Dollars and shares in millions, except per share data
Revenues
Sales by Company-operated restaurants
Revenues from franchised restaurants
Other revenues
Total revenues
Operating costs and expenses
Company-operated restaurant expenses
Franchised restaurants-occupancy expenses
Other restaurant expenses
Selling, general & administrative expenses
Depreciation and amortization
Other
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
2020
Increase/
(decrease)
(14%)
(8)
19
(10)
(10)
0
19
14
14
2
(3)
(19)
9
50
(23)
(29)
(21%)
(20%)
Amount
$ 8,139
10,726
343
19,208
6,981
2,208
267
301
2,245
(118)
11,884
7,324
1,218
(35)
6,141
1,410
$ 4,731
$ 6.31
2019
Increase/
(decrease)
(6%)
6
24
1
(6)
12
20
22
(1)
37
(1)
3
14
n/m
3
5
2%
5%
Amount
$ 9,421
11,656
288
21,365
7,761
2,201
224
262
1,967
(120)
12,295
9,070
1,122
(70)
8,018
1,993
$ 6,025
$ 7.88
2018
Amount
$ 10,013
11,012
233
21,258
8,266
1,973
186
215
1,985
(190)
12,435
8,823
981
26
7,816
1,892
$ 5,924
$ 7.54
750.1
(2%)
764.9
(3%)
785.6
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.
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
2020
$ 19,208
1,158
8,519
2,546
7,324
4,731
6.31
Reported amount
2018
$ 21,258
1,747
9,039
2,200
8,823
5,924
7.54
2019
$ 21,365
1,660
9,455
2,229
9,070
6,025
7.88
$
2020
(75)
(1)
32
(2)
35
26
0.04
$
$
Currency translation
benefit/(cost)
2018
124
4
57
(13)
56
33
0.04
2019
(610)
(51)
(256)
29
(280)
(165)
(0.21)
In 2020, results primarily reflected the strengthening of the Euro and British Pound, partly offset by the weakening of the Brazilian Real. In
2019, results reflected the weakening of the Euro and most other major currencies.
McDonald's Corporation 2020 Annual Report 11
NET INCOME AND DILUTED EARNINGS PER COMMON SHARE
In 2020, net income decreased 21% (22% in constant currencies) to $4.7 billion and diluted earnings per common share decreased 20%
(20% in constant currencies) to $6.31. Foreign currency translation had a positive impact of $0.04 on diluted earnings per share.
Results in 2020 reflected sales declines in the International Operated Markets and International Developmental Licensed Markets
segments as a result of COVID-19.
Results in 2020 also included the following:
•
Higher Selling, General and Administrative Expenses reflecting:
◦
◦
◦
$100 million for the Company's five year commitment to Ronald McDonald House Charities;
one-time investments in renewed brand communications as part of the “Serving Here” campaign launch that was
announced with the new growth strategy, Accelerating the Arches; and
partly offset by lower incentive-based compensation expense.
•
•
•
•
Over $200 million of incremental franchisee support for the year for marketing to accelerate recovery and drive growth across the
U.S. and International Operated Markets, a majority of which was recorded in Selling, General and Administrative Expenses.
◦
About $100 million was recorded in the U.S. and the remaining support was recorded in the International Operated
Markets segment.
Higher restaurant closing costs of $68 million in both the International Operated Markets and in the U.S. The U.S. costs were
primarily related to planned closings of McDonald’s in Walmart locations.
Lower gains on sales of restaurant businesses.
An increase of reserves for bad debts of $58 million related to rent and royalty deferrals.
Outlined below is additional information for the full year 2020, 2019, and 2018:
Diluted Earnings Per Common Share Reconciliation
GAAP earnings per share-diluted
Strategic (gains) charges
Income tax (benefit) cost, net
Non-GAAP earnings per share-diluted
2020 results included:
Amount
2020
6.31 $
(0.26)
—
6.05 $
2019
7.88 $
0.07
(0.11)
7.84 $
$
$
2018
7.54
0.26
0.10
7.90
Increase/
(decrease)
Increase/(decrease)
excluding currency
translation
2020
(20%)
2019
5 %
2020
(20%)
2019
7 %
(23) %
(1) %
(23) %
2 %
◦
net pre-tax strategic gains of $268 million, or $0.26 per share, primarily related to the sale of McDonald's Japan stock, which
reduced the Company's ownership by about 6%.
2019 results included:
◦
◦
$84 million, or $0.11 per share, of income tax benefit due to regulations issued in the fourth quarter 2019 related to the Tax Act.
net pre-tax strategic charges of $74 million, or $0.07 per share, primarily related to impairment associated with the purchase of
our joint venture partner's interest in the India Delhi market, partly offset by gains on the sales of property at the former
Corporate headquarters.
2018 results included:
◦
◦
net tax cost of $75 million, or $0.10 per share, associated with the final 2018 adjustments to the provisional amounts recorded
in December 2017 under the Tax Act.
$234 million, or $0.26 per share, of pre-tax strategic impairment and restructuring charges.
Excluding the above 2020 and 2019 items, 2020 net income decreased 24% (25% in constant currencies), and diluted earnings per
share decreased 23% (23% in constant currencies).
Diluted earnings per share for 2020 and 2019 benefited from a decrease in diluted weighted average shares outstanding. In early
March 2020, the Company suspended its share repurchase program. The Company repurchased 4.3 million shares of its stock for $874
million in 2020 and 25.0 million shares of its stock for $5 billion in 2019.
RESTAURANT UPDATE
The Company has continued to follow the guidance of expert health authorities to ensure the appropriate precautionary steps are taken to
protect the health and safety of our people and our customers.
As a result of COVID-19, throughout 2020, there have been numerous instances of government restrictions on restaurant operating
hours, limited dine-in capacity in most countries and, in some cases, mandated dining room closures particularly in the International
Operated Markets. These restrictions, which have carried into 2021, are impacting most of the Company's key markets outside of the U.S.,
particularly those with fewer drive thru restaurant locations. The Company expects some restrictions in various markets so long as the
COVID-19 pandemic continues.
12 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
REVENUES
The Company's revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees,
developmental licensees and affiliates. 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 developmental licensees and affiliates include a
royalty based on a percent of sales, and generally include initial fees. The Company’s Other revenues are comprised of fees paid by
franchisees to recover a portion of costs incurred by the Company for various technology platforms, revenues from brand licensing
arrangements to market and sell consumer packaged goods using the McDonald’s brand, and third party revenues for the Dynamic Yield
business.
Franchised restaurants represented 93% of McDonald's restaurants worldwide at December 31, 2020. The Company's heavily
franchised business model is designed to generate stable and predictable revenue, which is largely a function of franchisee sales and
resulting cash flow streams. As most revenues are based on a percent of sales, the Company expects that government regulations as a
result of COVID-19 resurgences will continue to have a negative impact on revenue in the near term.
Revenues
Dollars in millions
Company-operated sales:
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
Franchised revenues:
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
Total Company-operated sales and Franchised revenues:
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
Total Other revenues
Total Revenues
Amount
Increase/
(decrease)
Increase/(decrease)
excluding currency
translation
2020
2019
2018
2020
2019
2020
2019
$ 2,395 $ 2,490 $ 2,665
6,668
6,334
5,114
680
597
630
$ 8,139 $ 9,421 $ 10,013
$ 5,261 $ 5,353 $ 5,001
4,839
5,064
4,348
1,172
1,239
1,117
$ 10,726 $ 11,656 $ 11,012
$ 7,656 $ 7,843 $ 7,666
11,507
11,398
9,462
1,747
1,852
1,836
$ 18,865 $ 21,077 $ 21,025
$
233
$ 19,208 $ 21,365 $ 21,258
343 $
288 $
(4%)
(19)
6
(14%)
(2%)
(14)
(10)
(8%)
(2%)
(17)
(5)
(10%)
19%
(10%)
(7%)
(5)
(12)
(6%)
7%
5
6
6%
2%
(1)
(1)
0%
24%
1%
(4%)
(18)
7
(12%)
(2%)
(15)
(8)
(8%)
(2%)
(17)
(3)
(10%)
19%
(10%)
(7%)
(1)
(7)
(3%)
7%
10
10
9%
2%
4
4
3%
25%
3%
In 2020, total Company-operated sales and franchised revenues decreased 10% (10% in constant currencies), primarily reflecting sales
declines in the International Operated Markets segment as a result of COVID-19. Results also reflected positive sales performance in the
U.S., which was more than offset by support provided for marketing, through incentives to franchisees, to accelerate recovery and drive
growth, including the free Thank You Meals served across the country to first responders and health care workers.
Revenue declines were more significant in the International Operated Markets segment, driven by the temporary restaurant closures
and limited operations. While performance was mixed, the ability of each market to drive sales and revenue growth is also impacted by the
number of drive thru restaurant locations. The revenue declines were driven by the U.K., France, Germany, Italy and Spain.
TOTAL REVENUES BY SEGMENT
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
McDonald's Corporation 2020 Annual Report 13
202041%50%9%201937%54%9%201837%54%9%
The following tables present comparable sales and Systemwide sales increases/(decreases):
Comparable sales increases/(decreases)
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
Systemwide sales increases/(decreases)*
2020
0.4%
(15.0)
(10.5)
(7.7%)
2019
5.0%
6.1
7.2
5.9%
2018
2.5%
6.1
5.6
4.5%
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
2020
0%
(13)
(10)
(7%)
2019
5%
3
5
4%
Increase/(decrease)
excluding currency
translation
2019
5%
8
10
2020
0%
(14)
(8)
(7%)
7%
* Unlike comparable sales, the Company has not excluded hyper-inflationary market results from Systemwide sales as these sales are the basis on
which the Company calculates and records revenues.
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
2019
2020
Amount
2018
$ 38,123 $ 37,923 $ 35,860
28,853
27,557
22,717
23,981
$ 85,178 $ 90,757 $ 86,134
25,446
21,609
Increase/
(decrease)
2019
6%
5
6
5%
2020
1%
(12)
(10)
(6%)
$ 63,297 $ 66,415 $ 63,251
13,519
14,392
9,364
9,950
$ 85,178 $ 90,757 $ 86,134
11,781
10,100
(5)
(18)
2
(6%)
5 %
6
6
5%
Increase/(decrease)
excluding currency
translation
2019
6%
2020
1%
(13)
(8)
(6%)
(5) %
(14)
0
(6%)
10
10
8%
7 %
13
7
8%
Dollars in millions
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
Ownership type
Conventional franchised
Developmental licensed
Foreign affiliated
Total
14 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
RESTAURANT MARGINS
Restaurant margins
Dollars in millions
Franchised:
$ 4,097 $ 4,227 $ 4,070
U.S.
3,829
4,018
International Operated Markets
3,329
International Developmental Licensed Markets & Corporate 1,093
1,140
1,210
$ 8,519 $ 9,455 $ 9,039
Total
2018
2020
Amount
2019
Company-operated:
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
$
405 $
748
n/m
388 $
397
1,327
1,266
n/m
n/m
Total
Total restaurant margins:
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
n/m Not meaningful
$ 1,158 $ 1,660 $ 1,747
$ 4,502 $ 4,615 $ 4,467
5,156
5,284
4,077
n/m
n/m
n/m
$ 9,677 $ 11,115 $ 10,786
Increase/(decrease)
2019
2020
Increase/(decrease)
excluding currency
translation
2019
2020
(3%)
(17)
(10)
(10%)
4%
(41)
n/m
(30%)
(2%)
(23)
n/m
(13%)
4%
5
6
5%
(2%)
(5)
n/m
(5%)
3%
2
n/m
3%
(3%)
(19)
(8)
(10%)
4%
(41)
n/m
(30%)
(2%)
(24)
n/m
(13%)
4%
10
11
7%
(2%)
(1)
n/m
(2%)
3%
7
n/m
6%
In 2020, total restaurant margins decreased 13% (13% in constant currencies), which reflected sales declines in the International Operated
Markets segment as a result of COVID-19, partly offset by positive sales performance in the U.S.
Franchised margins represented over 85% of restaurant margin dollars.
Franchised margins in the U.S. reflected higher depreciation costs related to investments in Experience of the Future ("EOTF"), as well
as support provided for marketing to accelerate recovery and drive growth, including the free Thank You Meals served across the country to
first responders and health care workers.
Company-operated margins in the U.S. and International Operated Markets segments reflected incremental COVID-19 expenses
incurred for employee related costs, personal protective equipment, and signage and other restaurant costs.
Due to the nature of our operating model, franchised margin expenses (primarily comprised of lease expense and depreciation
expense) are mainly fixed, whereas Company-operated restaurant expenses have more variable cost components. Total restaurant margins
included $1,452 million of depreciation and amortization expenses in 2020.
RESTAURANT MARGINS BY TYPE (In millions)
McDonald's Corporation 2020 Annual Report 15
$8,519$9,455$9,039$1,158$1,660$1,747Franchised marginsCompany-operated margins202020192018$0$2,500$5,000$7,500$10,000$12,500
SELLING, GENERAL & ADMINISTRATIVE EXPENSES
Selling, general & administrative expenses
Dollars in millions
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate(1)
Total Selling, General & Administrative Expenses
2020
Amount
2018
2019
$ 625 $ 587 $ 591
641
629
700
1,221
968
1,013
$ 2,546 $ 2,229 $ 2,200
2020
7%
Increase/(decrease)
2019
(1%)
(2)
5
1%
11
20
14%
2020
7%
Increase/(decrease)
excluding currency
translation
2019
(1%)
3
5
3%
11
20
14%
Less: Incentive-Based Compensation(2)
158
289
284
(45%)
2%
(45%)
Total Excluding Incentive-Based Compensation
$ 2,388 $ 1,940 $ 1,916
23%
1%
23%
3%
3%
(1)
Included in International Developmental Licensed Markets & Corporate are home office support costs in areas such as facilities, finance, human resources,
investments in strategic technology initiatives, legal, marketing, restaurant operations, supply chain and training.
(2)
Includes all cash incentives and share-based compensation expense.
In 2020, consolidated selling, general and administrative expenses increased 14% (14% in constant currencies). The results reflected about
$175 million of incremental marketing contributions by the Company to the System's advertising cooperative arrangements across the U.S.
and International Operated Markets to accelerate recovery and drive growth; the Company's five year commitment totaling $100 million to
RMHC; one-time investments in renewed brand communications as part of the “Serving Here” campaign launch that was announced with
the new growth strategy, Accelerating the Arches; and higher investments in strategic technology initiatives. These results were partly offset
by lower incentive-based compensation expense and travel costs.
Selling, general and administrative expenses as a percent of Systemwide sales was 2.7% in 2020, 2.2% in 2019 and 2.3% in 2018.
Management believes that analyzing selling, general and administrative expenses as a percent of Systemwide sales is meaningful because
these costs are incurred to support the overall McDonald's business.
OTHER OPERATING (INCOME) EXPENSE, NET
Other operating (income) expense, net
In millions
Gains on sales of restaurant businesses
Equity in earnings of unconsolidated affiliates
Asset dispositions and other (income) expense, net
Impairment and other charges (gains), net
Total
•
Gains on sales of restaurant businesses
2020
$
(23) $
(117)
290
(268)
(118) $
$
2019
(127) $
(154)
87
74
(120) $
2018
(304)
(152)
34
232
(190)
In 2020, gains on sales of restaurant businesses decreased primarily due to fewer restaurant sales primarily in the U.K. and the U.S.
•
Equity in earnings of unconsolidated affiliates
In 2020, equity in earnings of unconsolidated affiliates declined primarily due to sales declines as a result of COVID-19 in both the
International Operated Markets and International Developmental Licensed Markets.
•
Asset dispositions and other (income) expense, net
Asset dispositions and other expense, net reflected $68 million of restaurant closing costs in both the International Operated Markets and in
the U.S. The U.S. costs were primarily related to planned closings of McDonald's in Walmart locations.
Results also reflected an increase of reserves for bad debts of $58 million, related to rent and royalty deferrals; $31 million of payments
to distribution centers for obsolete inventory to support franchisee liquidity; and litigation settlements.
•
Impairment and other charges (gains), net
In 2020, impairment and other charges (gains), net reflected $274 million of pre-tax strategic gains related to the sale of McDonald's Japan
stock, which reduced the Company's ownership by about 6% for the year. Results also reflected the write-off of impaired software that was
no longer being used of $26 million, partly offset by $13 million of income primarily comprised of a reversal of a reserve associated with the
Company's sale of its business in the India Delhi market in January 2020.
The results in 2019 reflected $99 million of impairment associated with the purchase of our joint venture partner's interest in the India
Delhi market, partly offset by $20 million of gains on the sales of property at the former Corporate headquarters.
The results in 2018 reflected $140 million of impairment charges and $85 million of strategic restructuring charges in the U.S.
16 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
OPERATING INCOME
Operating income
Dollars in millions
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
Operating margin
Non-GAAP operating margin
2020
Amount
2018
2019
$ 3,789 $ 4,069 $ 4,016
4,789
3,315
220
212
$ 7,324 $ 9,070 $ 8,823
4,643
164
38.1 % 42.5 % 41.5 %
36.7 % 42.8 % 42.6 %
Increase/(decrease)
2020
2019
1%
(7%)
3
29
(31)
4
(19%)
3%
Increase/(decrease)
excluding currency
translation
2019
1%
8
59
2020
(7%)
(32)
12
(20%)
6%
•
Operating Income: Operating income decreased 19% (20% in constant currencies). Results for 2020 included $268 million of net
strategic gains primarily related to the sale of McDonald's Japan stock, and results for 2019 included $74 million of net strategic
charges. Excluding these current year and prior year items, operating income decreased 23% (23% in constant currencies) for 2020.
•
•
•
U.S.: The operating income decrease reflected positive sales performance, which was more than offset by about $100 million
of support for marketing to accelerate recovery and drive growth; EOTF depreciation; a comparison to a prior year gain on the
sale of real estate; lower gains on sales of restaurant businesses; and higher restaurant closing costs, primarily related to
planned closings of McDonald's in Walmart locations.
International Operated Markets: The operating income decrease reflected sales declines as a result of COVID-19; over
$100 million of support for marketing to accelerate recovery and drive growth; incremental COVID-19 Company-operated
expenses primarily for employee related costs; lower gains on sales of restaurant businesses primarily in the U.K.; higher
restaurant closing costs; lower equity in earnings from unconsolidated affiliates; and $23 million of payments to distribution
centers for obsolete inventory.
International Developmental Licensed Markets & Corporate: Excluding the current year and prior year strategic gains and
charges described above, the results primarily reflected higher G&A due to the Company's five year commitment totaling $100
million to RMHC as well as one-time investments in renewed brand communications.
OPERATING INCOME BY SEGMENT*
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate*
*The IDL segment excludes Corporate activities, which is a Non-GAAP metric.
McDonald's Corporation 2020 Annual Report 17
202045%39%16%201941%48%11%201841%48%11%
•
Operating margin: Operating margin is defined as operating income as a percent of total revenues. The contributions to operating
margin differ by segment due to each segment's ownership structure, primarily due to the relative percentage of franchised versus
Company-operated restaurants. Additionally, the number of temporary restaurant closures, which varies by segment, as a result of
COVID-19, also impacts the contribution of each segment to the consolidated operating margin.
The decrease in operating margin percent for 2020 was driven by a decline in sales, higher other operating expenses and higher G&A.
While the sales-driven franchised margin decline had a dilutive effect on operating margin percent, franchised margin dollars
represented over 85% of overall margin dollars and were a key component of operating income.
OPERATING MARGIN PERCENT ROLL-FORWARD*
*The operating margin roll-forward excludes the strategic gains and charges previously described.
Operating margin
Increase
Decrease
INTEREST EXPENSE
Interest expense increased 9% (8% in constant currencies) and 14% (16% in constant currencies) in 2020 and 2019, respectively. Results in
2020 reflected higher average debt balances, partly offset by a decrease in the amount of Euro denominated deposits incurring interest
expense as a result of the Company's cash management strategies.
NONOPERATING (INCOME) EXPENSE, NET
Nonoperating (income) expense, net
In millions
Interest income
Foreign currency and hedging activity
Other expense
Total
2020
2019
$
(18) $
(3)
(14)
(35) $
$
(37) $
(48)
15
(70) $
2018
(4)
5
25
26
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.
18 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
2018 to 202042.6%1.5%(0.1)%(0.1)%(1.1)%42.8%(2.6)%(0.1)%(1.6)%(1.8)%36.7%2018RestaurantmarginsOtherrevenuesand Otherrestaurantexpenses,netG&AOtheroperating(income)expense, net2019RestaurantmarginsOtherrevenuesand Otherrestaurantexpenses,netG&AOtheroperating(income)expense, net202036%38%40%42%44%46%
PROVISION FOR INCOME TAXES
In 2020, 2019 and 2018 the reported effective income tax rates were 23.0%, 24.9% and 24.2%, respectively.
Results for 2020 included $50 million of income tax benefits due to new U.S. tax regulations and $48 million of income tax benefits
related to the impact of a tax rate change in the U.K.
The effective income tax rate for 2019 reflected $84 million of income tax benefit due to regulations issued in the fourth quarter 2019
related to the Tax Act. Excluding the income tax benefit, the effective income tax rate was 25.9% for the year 2019.
The effective income tax rate for 2018 reflected the final 2018 adjustments to the provisional amounts recorded in 2017 under the Tax
Act of $75 million net tax cost. Excluding the impact of the Tax Act and impairment charges, the effective income tax rate was 22.9% for the
year 2018.
Consolidated net deferred tax liabilities included tax assets, net of valuation allowance, of $6.5 billion in 2020 and $5.3 billion in 2019.
Substantially all of the net tax assets are expected to be realized in the U.S. and other profitable markets.
RECENTLY ISSUED ACCOUNTING STANDARDS
Recently issued accounting standards are included on page 43 of this Form 10-K.
CASH FLOWS
The Company has a long history of generating significant cash from operations and has substantial credit capacity to fund operating and
discretionary spending such as capital expenditures, debt repayments, dividends and share repurchases. As our operations have been
impacted due to COVID-19, we have taken actions to preserve financial flexibility, primarily during the peak of the pandemic.
Cash provided by operations totaled $6.3 billion in 2020, a decrease of $1.9 billion or 23%. Free cash flow was $4.6 billion in 2020, a
decrease of $1.1 billion or 19%. The Company’s free cash flow conversion rate was 98% in 2020 and 95% in 2019. Cash provided by
operations decreased in 2020 compared to 2019 primarily due to a reduction in operating earnings due to COVID-19. In 2019, cash
provided by operations totaled $8.1 billion, an increase of $1.1 billion or 17% compared with 2018, primarily due to a decrease in accounts
receivable and lower income tax payments.
During 2020, the Company deferred collection of rent and royalties earned from franchisees. In total, the Company deferred collection
of approximately $1 billion, and has collected over 80% of these total deferrals as of December 31, 2020. The remaining deferrals are
expected to be collected in the first half of 2021.
Cash used for investing activities totaled $1.5 billion in 2020, a decrease of $1.5 billion compared with 2019. The decrease was
primarily due to lower capital expenditures, fewer strategic acquisitions, and proceeds received from the sale of McDonald’s Japan stock in
2020. Cash used for investing activities totaled $3.1 billion in 2019, an increase of $616 million compared with 2018. The increase was
primarily due to the Company’s strategic acquisitions of a real estate entity, Dynamic Yield and Apprente, partly offset by lower capital
expenditures.
Cash used for financing activities totaled $2.2 billion in 2020, a decrease of $2.7 billion compared with 2019. The decrease was
primarily due to $4.1 billion of lower treasury stock purchases in 2020 as the Company suspended its share repurchase program in early
March 2020. In addition, the Company had $2.2 billion in net debt issuances in 2020, as compared to $3.2 billion in net debt issuances in
2019. The decrease in net debt issuances was primarily due to the timing of short-term commercial paper issuances and repayments. Cash
used for financing activities totaled $5.0 billion in 2019, a decrease of $955 million compared with 2018, primarily due to net debt activity.
The Company’s cash and equivalents balance was $3.4 billion and $899 million at year end 2020 and 2019, respectively. 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.
McDonald's Corporation 2020 Annual Report 19
RESTAURANT DEVELOPMENT AND CAPITAL EXPENDITURES
In 2020, the Company opened 977 restaurants and closed 643 restaurants. In 2019, the Company opened 1,231 restaurants and closed
391 restaurants. The decrease in openings during the year compared to 2019 was due to COVID-19. The closures in 2020 include
approximately 200 closures in the U.S.; over half of which are lower sales volume McDonald's in Walmart locations.
Systemwide restaurants at year end
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total
RESTAURANTS BY OWNERSHIP TYPE
2020
13,682
10,560
2019
13,846
10,465
2018
13,914
10,263
14,956
39,198
14,384
38,695
13,678
37,855
Franchised restaurants
Company-operated restaurants
Approximately 93% of the restaurants at year-end 2020 were franchised, including 95% in the U.S., 84% in International Operated
Markets and 98% in the International Developmental Licensed Markets.
Capital expenditures decreased $753 million or 31% in 2020 primarily due to lower reinvestment in existing restaurants as a result of
COVID-19. Capital expenditures decreased $348 million or 13% in 2019 primarily due to lower reinvestment in existing restaurants, partly
offset by an increase in new restaurant openings that required the Company's capital.
20 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
202013,0258,84114,6556571,719301U.S.IOMIDL201913,1858,78714,0876611,678297U.S.IOMIDL201813,2298,50913,3476851,754331U.S.IOMIDL CAPITAL EXPENDITURES BY TYPE (In millions)
* Primarily corporate equipment and other office-related expenditures.
New restaurant investments in all years were concentrated in markets with strong returns and/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, as well as leveraging the Company's global sourcing network and best practices. Although the
Company is not responsible for all costs for every restaurant opened, total development costs for new traditional McDonald’s restaurants in
the U.S. averaged approximately $4.4 million in 2020.
As of December 31, 2020 and December 31, 2019, the Company owned approximately 55% of the land and 80% of the buildings for
restaurants in its consolidated markets.
SHARE REPURCHASES AND DIVIDENDS
In 2020, the Company returned approximately $4.6 billion to shareholders, primarily through dividends paid.
Shares repurchased and dividends
In millions, except per share data
Number of shares repurchased
Shares outstanding at year end
Dividends declared per share
Treasury stock purchases (in Shareholders' equity)
Dividends paid
Total returned to shareholders
2020
4.3
745
2018
32.2
767
$ 5.04 $ 4.73 $ 4.19
2019
25.0
746
874 $ 4,980 $ 5,247
$
3,753
3,256
3,582
$ 4,627 $ 8,562 $ 8,503
In December 2019, the Company's Board of Directors authorized the purchase of up to $15 billion of the Company's outstanding stock,
with no specified expiration date. In 2020, approximately 4.3 million shares were repurchased for $874.1 million under the program. In early
March 2020, the Company voluntarily suspended share repurchases from the open market.
The Company has paid dividends on its common stock for 45 consecutive years and has increased the dividend amount every year.
The 2020 full year dividend of $5.04 per share reflects the quarterly dividend paid for each of the first three quarters of $1.25 per share, with
an increase to $1.29 per share paid in the fourth quarter. This 3% increase in the quarterly dividend equates to a $5.16 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.
McDonald's Corporation 2020 Annual Report 21
$1,641$1,641$2,394$2,394$2,742$2,742$535$605$488$1,060$1,702$2,111$46$87$143New RestaurantsExisting RestaurantsOther*202020192018
FINANCIAL POSITION AND CAPITAL RESOURCES
TOTAL ASSETS AND RETURN
Total assets increased $5.1 billion or 11% in 2020, primarily due to an increase in Cash and equivalents driven by lower capital expenditures
and fewer treasury stock purchases compared to the prior year, as well as proceeds received from the sale of McDonald's Japan stock. Net
property and equipment increased $0.8 billion in 2020, primarily due to fixed asset additions and the impact of foreign exchange rates, partly
offset by depreciation. Net property and equipment and the Lease right-of-use asset, net represented approximately 50% and approximately
25%, respectively, of total assets at year-end. Approximately 86% of total assets were in the U.S. and International Operated Markets at
year-end 2020.
The Company’s after-tax ROIC from continuing operations is a metric that management believes measures our capital-allocation
effectiveness over time and was 14.9%, 19.2% and 20.0% as of December 31, 2020, 2019 and 2018, respectively. The decrease from 2019
to 2020 was primarily due to the decrease in operating performance as a result of COVID-19 and higher average debt balances compared
to the prior year. Refer to the reconciliation in Exhibit 12.
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, 2020 totaled $37.4 billion, compared with $34.2 billion at December 31, 2019. The net
increase in 2020 was primarily due to net long-term issuances of $3.1 billion, which were used to bolster our cash position in anticipation of
the adverse macroeconomic and business conditions associated with COVID-19.
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)
2020
2019
95 % 92 %
2018
91 %
3.2
36
126
17
3.2
38
131
24
3.2
38
125
22
(1) All percentages are as of December 31, except for the weighted-average annual interest rate, which is for the year. See reconciliation in Exhibit 12.
(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 used to hedge debt.
In connection with the increased funding activity during the first quarter of 2020, both Standard & Poor’s (S&P) and Moody’s affirmed
our ratings, although S&P put McDonald's on negative outlook. S&P and Moody's currently rate 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. In December 2019, the Company's
Board of Directors authorized $15 billion of borrowing capacity with no specified expiration date, of which $9.5 billion remains outstanding as
of December 31, 2020. These borrowings may include (i) public or private offering of debt securities; (ii) direct borrowing from banks or other
financial institutions; and (iii) other forms of indebtedness. In April 2020, the Company’s Board of Directors provided additional authorization
to issue commercial paper and draw on lines of credit agreements up to $8 billion in addition to the $15 billion authorized as referenced
above. In addition to debt securities available through a medium-term notes program registered with the SEC and a Global Medium-Term
Notes program, the Company has $4.5 billion available under committed line of credit agreements (see Debt Financing note to the
consolidated financial statements). As of December 31, 2020, the Company's subsidiaries also had $274 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. 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 $13.7
billion and $12.9 billion for the years ended December 31, 2020 and 2019, 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.
22 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
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, 2020, the Company was required to post an immaterial amount of collateral due to the
negative fair value of certain derivative 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.
The Company’s net asset exposure is diversified among a 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
British Pounds Sterling
Australian Dollars
Canadian Dollars
Russian Ruble
Polish Zloty
2020
$ 1,374
913
878
533
393
2019
$ 811
560
699
577
396
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 2020 levels nor a 10% adverse
change in foreign currency rates from 2020 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 approximately 65% of our operating income. A significant portion of
these historical earnings have been 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.
During the first quarter of 2020, the Company secured $6.5 billion of new financing, including $5.5 billion of debt issuances at various
maturities and a new $1.0 billion line of credit that was drawn upon immediately. In the third quarter of 2020, the Company repaid the total
$1.0 billion on its line of credit. The $1.0 billion line of credit agreement remains in place and the amount remains available to be borrowed.
The Company also has $3.5 billion available under a committed line of credit, which has not been drawn upon, as well as continuing
authority to issue commercial paper in the U.S. and global markets. In 2021, the Company intends to reduce current debt levels to return to
pre-COVID-19 leverage ratios.
Consistent with prior years, we expect existing domestic cash and equivalents, domestic cash flows from operations, the ability to issue
domestic debt, and repatriation of a portion of foreign earnings 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.
McDonald's Corporation 2020 Annual Report 23
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. Minimum rent payments under franchise arrangements are based on the Company’s underlying investment in
owned sites and parallel the Company’s underlying lease obligations and escalations on properties that are leased. The Company believes
that control over the real estate enables it to achieve restaurant performance levels that are amongst the highest in the industry. 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, 2020.
Contractual cash outflows
Contractual cash inflows
In millions
2021
2022
2023
2024
2025
Thereafter
Total
$
$
Leases (1)
1,216
1,150
1,068
989
899
7,358
12,680
Debt obligations (2)
2,244
2,332
2,644
3,301
3,159
23,881
37,561
$
$
$
Minimum rent under
franchise arrangements
3,073
2,954
2,835
2,743
2,642
20,175
34,422
$
(1) For sites that have lease escalations tied to an index, future minimum payments reflect the current index adjustments through December 31, 2020. In addition,
future minimum payments exclude option periods that have not yet been exercised.
(2) The maturities include reclassifications of short-term obligations to long-term obligations of $269 million, as they are supported by a long-term line of credit
agreement expiring in December 2024. Debt obligations do not include the impact of non-cash 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, 2020, total liabilities for the supplemental plans were $431 million.
At December 31, 2020, total liabilities for gross unrecognized tax benefits were $1.5 billion.
On a recurring basis, the Company contracts with vendors and suppliers in the normal course of business. These contracts may
include items related to construction projects, inventory, energy, marketing, technology and other services. Generally, these items are
shorter term in nature and have no minimum payment requirements. They are funded from operating cash flows and reflected in other areas
of the Form 10-K (e.g., franchised margins, Company-operated margins and selling, general and administrative expenses that are reflected
in the Consolidated Statement of Income and capital expenditures that are reflected on the Consolidated Statement of Cash Flows).
The Company has guaranteed certain loans totaling approximately $95 million at December 31, 2020. These guarantees are contingent
commitments generally issued by the Company to support borrowing arrangements of the System. At December 31, 2020, there was no
carrying value for obligations under these guarantees in the Consolidated Balance Sheet.
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 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 confirm 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. Refer to the
Property and Equipment section in the Summary of Significant Accounting Policies footnote on page 44 and the Property and Equipment
footnote on page 51 for additional information.
•
Leasing Arrangements
The Lease right-of-use asset and Lease liability include an assumption on renewal options that have not yet been exercised by the
Company. The Company also uses an incremental borrowing rate in calculating the Lease liability that represents an estimate of the interest
rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. Refer to
the Leasing section in the Summary of Significant Accounting Policies footnote on page 44 and the Leasing Arrangements footnote on page
52 for additional information.
24 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
•
Long-lived assets impairment review
Long-lived assets (including goodwill) are reviewed for impairment annually. If qualitative indicators of impairment are present, such as
changes in global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic
trends, the Company will use these and other factors in estimating future cash flows when testing for the recoverability of its long-lived
assets. Estimates of future cash flows are highly subjective judgements based on the Company’s experience and knowledge of its
operations. 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. Refer to the Long-
lived Assets and Goodwill sections in the Summary of Significant Accounting Policies footnote on page 45 for additional information.
•
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. Refer to the
Contingencies footnote on page 53 for additional information.
•
Income taxes
The Company records a valuation allowance to reduce its deferred tax assets if it is considered more likely than not that some portion or all
of the deferred tax assets will not be realized.
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.
Refer to the Income Taxes sections in the Summary of Significant Accounting Policies footnote on page 46 and the Income Taxes
footnote on page 53 for additional information.
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 2020 Annual Report 25
Other Key Information
SELECTED FINANCIAL DATA
5-Year Summary
In millions, except per share and unit amounts
Consolidated Statement of Income Data
Revenues
Sales by Company-operated restaurants
Revenues from franchised restaurants
Other revenues(1)
Total revenues
Operating income
Net income
Consolidated Statement of Cash Flows Data
Cash provided by operations
Cash used for (provided by) investing activities
Capital expenditures
Cash used for financing activities
Treasury stock purchases(2)
Common stock dividends
Financial Position
Total assets(3)
Total debt
Total shareholders’ equity (deficit)
Shares outstanding
Per Common Share Data
Earnings-diluted
Dividends declared
Market price at year end
Restaurant Information and Other Data
Restaurants at year end
Company-operated restaurants
Franchised restaurants
Total Systemwide restaurants
Franchised sales(4)
Years ended December 31,
2020
2019
2018
2017
2016
$
8,139 $
9,421 $
10,726
343
19,208
7,324
4,731
11,656
288
21,365
9,070
6,025
6,265 $
1,546
1,641
2,249
874
3,753
8,122 $
3,071
2,394
4,995
4,980
3,582
10,013 $
11,012
233
21,258
8,823
5,924
6,967 $
2,455
2,742
5,950
5,247
3,256
12,719 $
10,101
140
22,960
9,553
5,192
5,551 $
(562)
1,854
5,311
4,651
3,089
52,627 $
37,440
(7,825)
745
47,511 $
34,177
(8,210)
746
32,811 $
31,075
(6,258)
767
33,804 $
29,536
(3,268)
794
6.31 $
5.04
214.58
7.88 $
4.73
197.61
7.54 $
4.19
177.57
6.37 $
3.83
172.12
$
$
$
2,677
36,521
39,198
2,636
36,059
38,695
2,770
35,085
37,855
3,133
34,108
37,241
$
85,178 $
90,757 $
86,134 $
78,191 $
15,295
9,327
151
24,773
7,745
4,687
6,060
982
1,821
11,262
11,142
3,058
31,024
25,956
(2,204)
819
5.44
3.61
121.72
5,669
31,230
36,899
69,707
(1) Refer to the Basis of Presentation section included in the Summary of Significant Accounting Policies footnote of this Form 10-K for additional information related
to a change in presentation that was effective January 1, 2020, which was applied retrospectively to all periods presented.
(2) Represents treasury stock purchases as reflected in Shareholders' equity. Treasury stock purchases decreased from 2019 to 2020 as the Company suspended its
share repurchase program in March 2020.
(3) Total assets increased from 2018 to 2019 primarily due to the Company's Lease right-of-use asset recorded as a result of the adoption of Accounting Standard
Codification ("ASC") Topic 842, "Leases" ("ASC 842").
(4) 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 93% of McDonald's restaurants worldwide at December 31, 2020.
26 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 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, 2020. 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, 2015. 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.
Company/Index
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
McDonald's Corporation
S&P 500 Index
Dow Jones Industrials
Source: S&P Capital IQ
$100
$100
$100
$106
$112
$116
$154
$136
$149
$163
$130
$144
$186
$171
$181
$207
$203
$198
McDonald's Corporation 2020 Annual Report 27
Comparison of Cumulative Five-Year Total ReturnMcDonald's CorporationS&P 500 IndexDow Jones Industrials201520162017201820192020$50$100$150$200$250 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 number of shareholders of record and beneficial owners of the Company’s common stock as of January 31, 2021 was estimated to
be 2,900,000.
Given the Company’s returns on its capital investments and significant cash provided by operations, management believes it is prudent
to reinvest in the business to drive profitable 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 45 consecutive years through 2020 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, 2020*:
Period
October 1-31, 2020
November 1-30, 2020
December 1-31, 2020
Total
Total Number of
Shares Purchased(1)
7,104
2,342
356
9,802
Average Price
Paid per Share
223.77
216.52
212.08
221.61
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(1)
7,104
2,342
356
9,802
Approximate Dollar
Value of Shares
that May Yet
Be Purchased Under
the Plans or Programs(1)
$ 14,126,457,801
14,125,950,721
14,125,875,221
*
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 December 31, 2019, the Company's Board of Directors approved a share repurchase program, effective January 1, 2020, that authorized the
purchase of up to $15 billion of the Company's outstanding common stock. In early March 2020, the Company voluntarily suspended share repurchases
from the open market. Therefore, the table above reflects only shares withheld for taxes under the Company's equity compensation program.
28 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
RISK FACTORS
GLOBAL PANDEMIC
The COVID-19 pandemic has adversely affected and is expected to continue to adversely affect our financial results, condition and
outlook.
Health epidemics or pandemics can adversely affect consumer spending and confidence levels and supply availability and costs, as
well as the local operations in impacted markets, all of which can affect our financial results, condition and outlook. Importantly, the global
pandemic resulting from COVID-19 has disrupted global health, economic and market conditions, consumer behavior and McDonald’s
global restaurant operations beginning in early 2020. Local and national governmental mandates or recommendations and public
perceptions of the risks associated with the COVID-19 pandemic have caused, and we expect will continue to cause, consumer behavior to
change and worsening or volatile economic conditions, each of which could continue to adversely affect our business. In addition, our global
operations have been disrupted to varying degrees and may continue to be disrupted given the unpredictability of the virus, its resurgences
and government responses thereto as well as potentially permanent changes to the industry we operate in. While we cannot predict the
duration or scope of the COVID-19 pandemic, the resurgence of infections in one or more markets, or the impact of vaccines across the
globe, the COVID-19 pandemic has negatively impacted our business and is expected to continue to impact our financial results, condition
and outlook in a way that may be material.
The COVID-19 pandemic may also heighten other risks disclosed in these Risk Factors, such as, but not limited to, those related to
consumer behavior, consumer perceptions of our brand, supply chain interruptions, commodity costs and labor availability and cost.
STRATEGY AND BRAND
If we do not successfully evolve and execute against our business strategies, including the new Accelerating the Arches strategy,
we may not be able to drive business growth.
To drive Systemwide sales, operating income and free cash flow growth, our business strategies must be effective in maintaining and
strengthening customer appeal and capturing additional market share. Whether these strategies are successful depends mainly on our
System’s ability to:
•
•
•
•
•
•
•
Capitalize on our global scale, iconic brand and local market presence to build upon our historic strengths and competitive
advantages, such as our marketing, core menu items and digital, delivery and drive thru;
Continue to innovate and differentiate the McDonald's experience, including by preparing and serving our food in a way that
balances value and convenience to our customers with profitability;
Accelerate digital innovation for a fast and easy customer experience;
Continue to run great restaurants by driving efficiencies and expanding capacities while continuing to prioritize health and safety;
Identify and develop restaurant sites consistent with our plans for net growth of Systemwide restaurants;
Accelerate our existing strategies, including through growth opportunities and potential acquisitions, investments and partnerships;
and
Evolve and adjust our business strategies in response to, among other things, changing consumer behavior, operational
restrictions and impacts to our results of operations and liquidity, including as a result of the COVID-19 pandemic.
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.
Failure to preserve the value and relevance of our brand could have an adverse impact on our financial results.
To be successful in the future, we believe we must preserve, enhance and leverage the value of our brand, including our corporate
purpose, mission and values. Brand value is based in part on consumer perceptions. Those perceptions are affected by a variety of factors,
including the nutritional content and preparation of our food, the ingredients we use, the manner in which we source commodities and our
general business practices. Consumer acceptance of our offerings is subject to change for a variety of reasons, and some changes can
occur rapidly. For example, nutritional, health, environmental and other scientific studies and conclusions, which constantly evolve and may
have contradictory implications, drive popular opinion, litigation and regulation (including initiatives intended to drive consumer behavior) in
ways that affect the “informal eating out” (“IEO”) segment or perceptions of our brand, generally or relative to available alternatives.
Consumer perceptions may also be affected by adverse commentary from third parties, including through social media or conventional
media outlets, regarding the quick-service category of the IEO segment, our brand, our culture, our operations, our suppliers, or our
franchisees. If we are unsuccessful in addressing adverse commentary or perceptions, whether or not accurate, our brand and our financial
results may suffer.
Additionally, the ongoing relevance of our brand may depend on the success of our sustainability initiatives, which require
Systemwide coordination and alignment. We are working to manage any risks and costs to us, our franchisees and our supply chain of any
effects of climate change, greenhouse gases, and diminishing energy and water resources. These risks include any increased public focus,
including by governmental and nongovernmental organizations, on these and other environmental sustainability matters, such as packaging
and waste, animal health and welfare, deforestation and land use. These risks also include any increased pressure to make commitments,
set targets or establish additional goals and take actions to meet them. These risks could expose us to market, operational and execution
costs or risks.
McDonald's Corporation 2020 Annual Report 29
If we are not effective in addressing social and environmental responsibility matters or achieving relevant sustainability goals,
consumer trust in our brand may suffer. In particular, business incidents or practices, whether actual or perceived, that erode consumer trust
or confidence, particularly if such incidents or practices receive considerable publicity or result in litigation, can significantly reduce brand
value and have a negative impact on our financial results.
If we do not anticipate and address evolving consumer preferences and effectively execute our pricing, promotional and
marketing plans, our business could suffer.
Our continued success depends on our System’s ability to build upon our historic strengths and competitive advantages. In order to
do so, we need to anticipate and respond effectively to continuously shifting consumer demographics and trends in food sourcing, food
preparation, food offerings and consumer preferences and behaviors in the IEO segment. If we are not able to predict, or quickly and
effectively respond to, these changes, or our competitors predict or respond more effectively, our financial results could be adversely
impacted.
Our ability to build upon our strengths and advantages also depends on the impact of pricing, promotional and marketing plans
across the System, and the ability to adjust these plans to respond quickly and effectively to evolving customer preferences, as well as
shifting economic and competitive conditions. Existing or future pricing strategies, marketing plans, and the value proposition they represent,
are expected to continue to be important components of our business strategy; however, they may not be successful, or may not be as
successful as the efforts of our competitors, and could negatively impact sales, guest counts and market share.
Additionally, we operate in a complex and costly advertising environment. Our marketing and advertising programs may not be
successful in reaching our customers in the way we intend. Our success depends in part on whether the allocation of our advertising and
marketing resources across different channels, including digital marketing, allows us to reach our customers effectively and efficiently, and in
ways that are meaningful to them. If the advertising and marketing programs are not successful, or are not as successful as those of our
competitors, our sales, guest counts and market share could decrease.
Our investments to enhance the customer experience, including through technology, may not generate the expected returns.
Our long-term business objectives depend on the successful Systemwide execution of our strategies. We continue to build upon our
investments in technology and modernization, digital engagement and delivery, in order to transform the customer experience. As part of
these investments, we are placing renewed emphasis on improving our service model and strengthening relationships with customers, in
part through digital channels and loyalty initiatives, mobile ordering and payment systems, and enhancing our drive thru technologies, which
may not generate expected returns. We also continue to offer and refine our delivery initiatives, including through growing awareness and
trial. Utilizing a third-party delivery service may not have the same level of profitability as a non-delivery transaction, and may introduce
additional food quality and customer satisfaction risks. If these customer experience initiatives are not well executed, or if we do not fully
realize the intended benefits of these significant investments, our business results may suffer.
We face intense competition in our markets, which could hurt our business.
We compete primarily in the IEO segment, which is highly competitive. We also face sustained, intense competition from traditional,
fast casual and other competitors, which may include many non-traditional market participants such as convenience stores, grocery stores
and coffee shops as well as online retailers. We expect our environment to continue to be highly competitive, and our results in any
particular reporting period may be impacted by a contracting IEO segment or by new or continuing actions, product offerings or
consolidation of our competitors and third party partners, 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, successfully develop and introduce new
products, price our products appropriately, deliver a relevant customer experience, manage the complexity of our restaurant operations,
manage our investments in technology and modernization, and respond effectively to our competitors’ actions or offerings or to unforeseen
disruptive actions. 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, which could have the overall effect of harming 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 have registered certain trademarks and have other trademark registrations pending in the U.S. and certain foreign jurisdictions.
The trademarks that we currently use have not been registered in all of the countries outside of the U.S. in which we do business or may do
business in the future and may never be registered in all of these countries. It may be costly and time consuming to protect our intellectual
property, and the steps we have taken to protect our intellectual property in the U.S. 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, result in costly litigation and harm our business.
We cannot ensure that franchisees and other third parties who hold licenses to our intellectual property will not take actions that hurt
the value of our intellectual property.
30 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
OPERATIONS
The global scope of our business subjects us to risks that could negatively affect our business.
We encounter differing cultural, regulatory, geopolitical and economic environments within and among the more than 100 countries
where McDonald’s restaurants operate, and our ability to achieve our business objectives depends on the System's 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 and brand perceptions. Planned
initiatives may not have appeal across multiple markets with McDonald's customers and could drive unanticipated changes in customer
perceptions and guest counts.
Disruptions in operations or price volatility in a market can also result from governmental actions, such as price, foreign exchange or
changes in trade-related tariffs or controls, sanctions and counter sanctions, government-mandated closure of our, our franchisees’ or our
suppliers’ operations, and asset seizures. Trade policies, tariffs and other regulations affecting trade between the U.S. and other countries
could adversely affect our business and operations. These and other government actions may impact our results and could cause
reputational or other harm. Our international success depends in part on the effectiveness of our strategies and brand-building initiatives to
reduce our exposure to such governmental actions.
Additionally, challenges and uncertainties are 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 may be 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. An inability to manage effectively the risks associated with our
international operations could have a material adverse effect on our business and financial condition.
We may also face challenges and uncertainties in developed markets. For example, as a result of the U.K.’s exit from the European
Union, it is possible that there will be increased regulatory complexities and uncertainty in European or worldwide economic conditions. The
decision created volatility in certain foreign currency exchange rates that may or may not continue, and may result in increased supply chain
costs for items that are imported from other countries. Any of these effects, and others we cannot anticipate, could adversely affect our
business, results of operations, financial condition and cash flows.
Supply chain interruptions may increase costs or reduce revenues.
We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products on
favorable terms. Although many of the products we sell are sourced from a wide variety of suppliers in countries around the world, certain
products have limited suppliers, which may increase our reliance on those suppliers. Supply chain interruptions, including as a result of
shortages and transportation issues or unexpected increases in demand, and price increases can adversely affect us as well as our
suppliers and franchisees, whose performance may have a significant impact on our results. Such shortages or disruptions could be caused
by factors beyond the control of our suppliers, franchisees or us. If we experience interruptions in our System’s supply chain, or if
contingency planning is not effective, our costs could increase and it could limit the availability of products critical to our System’s
operations.
Our franchise business model presents a number of risks.
The Company's success as a heavily franchised business relies to a large degree on the financial success and cooperation of our
franchisees, including our developmental licensees and affiliates. Our restaurant margins arise from two sources: fees from franchised
restaurants (e.g., rent and royalties based on a percentage of sales) and, to a lesser degree, sales from Company-operated restaurants.
Our franchisees and developmental licensees 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. Business risks affecting our operations also affect our franchisees. In particular, our franchisees have also been
significantly impacted by the COVID-19 pandemic, and the Company granted the deferral of cash collection for certain rent and royalties
earned from franchisees in substantially all markets. If franchisee sales trends worsen, or do not improve at a sufficiently rapid rate, our
financial results will continue to be negatively affected, which may be material.
Our success also relies on the willingness and ability of our independent franchisees and affiliates to implement major initiatives,
which may include financial investment, and to remain aligned with us on operating, value/promotional and capital-intensive reinvestment
plans. The ability of franchisees to contribute to the achievement of our plans is dependent in large part on the availability to them of funding
at reasonable interest rates and may be negatively impacted by the financial markets in general, by the creditworthiness of our franchisees
or the Company or by banks’ lending practices. If our franchisees are unwilling or unable to invest in major initiatives or are unable to obtain
financing at commercially reasonable rates, or at all, our future growth and results of operations could be adversely affected.
Our operating performance could also be negatively affected if our franchisees experience food safety or other operational problems
or project an image inconsistent with our brand and values, particularly if our contractual and other rights and remedies are limited, costly to
exercise or subjected to litigation and potential delays. If franchisees do not successfully operate restaurants in a manner consistent with our
required standards, our 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. The benefits of our more heavily franchised structure
depend on various factors including whether we have effectively selected franchisees, licensees and/or affiliates that meet our rigorous
standards, whether we are able to successfully integrate them into our structure and whether their performance and the resulting ownership
mix supports our brand and financial objectives.
McDonald's Corporation 2020 Annual Report 31
Challenges with respect to labor, including availability and cost, could impact our business and results of operations.
Our success depends in part on our System’s ability to proactively recruit, motivate and retain qualified individuals to work in
McDonald's restaurants and to maintain appropriately-staffed restaurants in an intensely competitive environment. Increased costs
associated with recruiting, motivating and retaining qualified employees to work in our Company-operated restaurants, as well as costs to
promote awareness of the opportunities of working at McDonald's restaurants, could have a negative impact on our Company-operated
margins. Similar concerns apply to our franchisees.
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 workplace practices.
Claims of non-compliance with these regulations could result in liability and expense to us. Our potential exposure to reputational and other
harm regarding our workplace practices or conditions or those of our independent franchisees or suppliers, including those giving rise to
claims of harassment or discrimination (or perceptions thereof) or workplace safety could have a negative impact on consumer perceptions
of us and our business. Additionally, economic action, such as boycotts, protests, work stoppages or campaigns by labor organizations,
could adversely affect us (including our ability to recruit and retain talent) 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.
Effective succession planning is important to our continued success.
Effective succession planning is important to our long-term success. Failure to effectively identify, develop and retain key personnel,
recruit high-quality candidates and ensure smooth management and personnel transitions could disrupt our business and adversely affect
our results.
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, including
in the supply chain, restaurants or delivery. Food safety is a top priority, and we dedicate substantial resources to ensure that our customers
enjoy safe food products, including as our menu and service model evolve. However, food safety events, including instances of food-borne
illness, occur within the food industry and our System from time to time and could occur in the 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.
If we do not effectively manage our real estate portfolio, our operating results may be negatively impacted.
We have significant real estate operations, primarily in connection with our restaurant business. We generally own or secure a long-
term lease on the land and building for conventional franchised and Company-operated restaurant sites. We seek to identify and develop
restaurant locations that offer convenience to customers and long-term sales and profit potential. As we generally secure long-term real
estate interests for our restaurants, we have limited flexibility to quickly alter our real estate portfolio. The competitive business landscape
continues to evolve in light of changing business trends, consumer preferences, trade area demographics, consumer use of digital and
delivery, local competitive positions and other economic factors. If our restaurants are not located in desirable locations, or if we do not
evolve in response to these factors, it could adversely affect Systemwide sales and profitability.
Our real estate values and the costs associated with our real estate operations are also impacted by a variety of other factors,
including governmental regulations; insurance; zoning, tax and eminent domain laws; interest rate levels and the cost of financing. A
significant change in real estate values, or an increase in costs as a result of any of these factors, could adversely affect our operating
results.
Information technology system failures or interruptions, or breaches of network security, may impact our operations or cause
reputational harm.
We are increasingly reliant upon technology systems, such as point-of-sale, technologies supporting McDonald’s digital and delivery
solutions, and technologies that facilitate communication and collaboration with affiliated entities, customers, employees, franchisees,
suppliers, service providers or other independent third parties to conduct our business, whether developed and maintained by us or provided
by third parties. Any failure or interruption of these systems could significantly impact our franchisees’ operations, or our customers’
experience and perceptions. Additionally, we provide certain technology systems to businesses that are unaffiliated with the McDonald’s
System and a failure, interruption or breach of these systems may cause harm to those unaffiliated parties, which may result in liability to the
Company or reputational harm.
Despite the implementation of security measures, those technology systems could become vulnerable to damage, disability or
failures due to theft, fire, power loss, telecommunications failure or other catastrophic events. Certain technology systems may also become
vulnerable, unreliable or inefficient in cases where technology vendors limit or terminate product support and maintenance. Our increasing
reliance on third party systems also present the risks faced by the third party’s business, including the operational, security and credit risks
of those parties. If those systems were to fail or otherwise be unavailable, or if business continuity or disaster recovery plans were not
effective, and we were unable to recover in a timely manner, we could experience an interruption in our or our franchisees’ operations.
32 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Furthermore, security incidents or breaches have from time to time occurred and may in the future occur involving our systems, the
systems of the parties we communicate or collaborate with (including franchisees), or those of third party providers. These may include such
things as unauthorized access, phishing attacks, account takeovers, denial of service, computer viruses, introduction of malware or
ransomware and other disruptive problems caused by hackers. Our technology systems contain personal, financial and other information
that is entrusted to us by our customers, our employees, our franchisees, our business customers and other third parties, as well as
financial, proprietary and other confidential information related to our business. An actual or alleged security breach could result in
disruptions, shutdowns, theft or unauthorized disclosure of personal, financial, proprietary or other confidential information. The occurrence
of any of these incidents could result in reputational damage, adverse publicity, loss of consumer confidence, reduced sales and profits,
complications in executing our growth initiatives and regulatory and legal risk, including criminal penalties or civil liabilities.
LEGAL AND REGULATORY
Increasing regulatory and legal complexity may adversely affect our business and financial results.
Our regulatory and legal environment worldwide exposes us to complex compliance, litigation and similar risks that could affect our
operations and results in material ways. Many of our markets are subject to increasing, conflicting and highly prescriptive regulations
involving, among other matters, restaurant operations, product packaging, marketing, the nutritional and allergen content and safety of our
food and other products, labeling and other disclosure practices. Compliance efforts with those regulations may be affected by 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. Our success depends in part on our ability to manage the impact of regulations that can affect our business plans and
operations, and have increased our costs of doing business and exposure to litigation, governmental investigations or other proceedings.
We are also subject to legal proceedings that may adversely affect our business, including class actions, administrative proceedings,
government investigations and proceedings, shareholder proceedings, employment and personal injury claims, landlord/ tenant disputes,
supplier related disputes, and claims by current or former franchisees. Regardless of whether claims against us are valid or whether we are
found to be liable, claims may be expensive to defend and may divert management's attention away from operations.
Litigation and regulatory action concerning 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 our business operations and 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.
Our 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; and
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.
A judgment significantly in excess of any applicable insurance coverage or third party indemnity could materially adversely affect our
financial condition or results of operations. Further, adverse publicity resulting from claims may hurt our business. If we are unable to
effectively manage the risks associated with our complex regulatory and legal environment, it could have a material adverse effect on our
business and financial condition.
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 U.S. 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 policy or related authoritative
interpretations. We are also impacted by settlements of pending or any future adjustments proposed by taxing and governmental authorities
inside and outside of the U.S. in connection with our tax audits, all of which will depend on their timing, nature and scope. Any significant
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, consumer and demographic trends, and our
restructuring activities. 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.
McDonald's Corporation 2020 Annual Report 33
If we fail to comply with privacy and data collection laws, we could be subject to legal proceedings and penalties, which could
negatively affect our financial results or brand perceptions.
We are subject to legal and compliance risks and associated liability related to privacy and data collection, protection and
management, as it relates to information associated with our technology-related services and platforms made available to business partners,
customers, employees, franchisees or other third parties. For example, the General Data Protection Regulation (“GDPR”) requires entities
processing the personal data of individuals in the European Union to meet certain requirements regarding the handling of that data. We are
also subject to U.S. federal and state and foreign laws and regulations in this area such as the California Consumer Privacy Act (“CCPA”).
These regulations have been subject to frequent change, and there may be markets or jurisdictions that propose or enact new or emerging
data privacy requirements in the future. Failure to comply with GDPR, CCPA or other privacy and data collection laws could result in legal
proceedings and substantial penalties, and materially adversely impact our financial results or brand perceptions.
MACROECONOMIC AND MARKET CONDITIONS
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, pandemics and actions taken by governments to manage national and international economic matters, whether
through austerity, stimulus measures or trade measures, and initiatives intended to control wages, unemployment, credit availability,
inflation, taxation and other economic drivers. Sustained adverse economic conditions or periodic adverse changes in economic conditions
in our markets could pressure our operating performance and our business continuity disruption planning, and our business and financial
results may suffer.
Our results of operations are also affected by fluctuations in currency exchange rates and unfavorable currency fluctuations could
adversely affect reported earnings.
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, supplies, fuel, utilities and distribution, and other operating costs, including labor. Any volatility in certain
commodity prices or fluctuation in labor costs could adversely affect our operating results by impacting restaurant profitability. The
commodity markets for some of the ingredients we use, such as beef and chicken, are particularly volatile due to factors such as seasonal
shifts, climate conditions, industry demand, international commodity markets, food safety concerns, product recalls and government
regulation, 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.
A decrease in our credit ratings or an increase in our funding costs could adversely affect our profitability.
Our credit ratings may be negatively affected by our results of operations or changes in our debt levels. As a result, our interest
expense, the availability of acceptable counterparties, our ability to obtain funding on favorable terms, collateral requirements and our
operating or financial flexibility could all be negatively affected, especially if lenders impose new operating or financial covenants.
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 the 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 unpredictable nature of 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 U.S., which is the principal trading market for our common stock, and media reports and commentary
about economic, trade 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, driven in part by expectations about our performance; 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 implement our strategies, including through acquisitions, in light of changing business,
legal and tax considerations and evolve our corporate structure.
34 McDonald's Corporation 2020 Annual Report
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Events such as severe weather conditions, natural disasters, hostilities and social unrest, among others, can adversely affect our
results and prospects.
Severe weather conditions, natural disasters, hostilities and social unrest, climate change or terrorist activities (or expectations about
them) can adversely affect consumer spending and confidence levels and supply availability and costs, as well as the local operations in
impacted markets, all of which can affect our results and prospects. Our receipt of proceeds under any insurance we maintain with respect
to some of these risks may be delayed or the proceeds may be insufficient to cover our losses fully.
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 and developmental licensees 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, menu pricing, contentions regarding grants or terminations of franchises, alleged discrimination, delinquent payments of rents and
fees, and franchisee claims for additional franchises or renewals 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.
▪
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 as do independent owner/operators and
developmental licensees of McDonald's restaurants. In so doing, disputes arise as to products, service, incidents, pricing, 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, competition, zoning, employment and taxation. The Company is occasionally
involved in litigation or other proceedings regarding these matters. The Company strives to comply with all applicable existing statutory and
administrative rules and cannot predict the effect on its operations from these matters or the issuance of additional requirements in the
future.
McDonald's Corporation 2020 Annual Report 35
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 System. 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 or secures a long-term lease on the land and building for conventional franchised
and Company-operated restaurant sites, which facilitates 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.
In addition, the Company primarily leases real estate in connection with its corporate headquarters, field and other offices.
Additional information about the Company’s properties is included in Management’s Discussion and Analysis of Financial Condition and
Results of Operations on pages 8 through 25 and in Financial Statements and Supplementary Data on pages 38 through 59 of this Form 10-
K.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following are the Executive Officers of our Company (as of the date of this filing):
Ian Borden, 52, is President, International, a position he has held since January 2020. Prior to that, Mr. Borden served as President -
International Developmental Licensed Markets, from January 2019 through December 2019. Prior to that, Mr. Borden served as President -
Foundational Markets, from July 2015 through December 2018. Mr. Borden has served the Company for 26 years.
Heidi Capozzi, 51, is Corporate Executive Vice President - Chief People Officer, a position she has held since April 2020. Prior to joining
the Company, Ms. Capozzi served as Senior Vice President of Human Resources for The Boeing Company from 2016 to April 2020.
Francesca A. DeBiase, 55, is Corporate Executive Vice President - Global Chief Supply Chain Officer, a position she has held since
October 2020. Prior to that, Ms. DeBiase served as Corporate Executive Vice President - Worldwide Supply Chain and Sustainability, from
April 2018 through October 2020 and Corporate Senior Vice President - Worldwide Supply Chain and Sustainability, from March 2015
through March 2018. Ms. DeBiase has served the Company for 29 years.
Joseph Erlinger, 47, is President, McDonald's USA, a position he has held since November 2019. Prior to that, Mr. Erlinger served as
President - International Operated Markets, from January 2019 through October 2019 and President - High Growth Markets, from
September 2016 through December 2018. From March 2015 to January 2017, Mr. Erlinger served as Vice President and Chief Financial
Officer - High Growth Markets (serving in dual roles from September 2016 through January 2017). Mr. Erlinger has served the Company for
nearly 19 years.
Katherine Beirne Fallon, 45, is Corporate Executive Vice President - Chief Global Impact Officer, a position she has held since October
2020. Prior to joining the Company, Ms. Fallon served as Executive Vice President, Global Corporate Affairs for Hilton.
Daniel Henry, 50, is Corporate Executive Vice President - Chief Information Officer, a position he has held since May 2018. From
October 2017 through April 2018, Mr. Henry served as Corporate Vice President - Chief Information Officer. Prior to that, Mr. Henry served
as Vice President of Customer Technology and Enterprise Architecture at American Airlines from April 2012 to October 2017. Mr. Henry has
served the Company for 3 years.
Catherine Hoovel, 49, is Corporate Vice President - Chief Accounting Officer, a position she has held since October 2016. Ms. Hoovel
served as Controller for the McDonald's restaurants owned and operated by McDonald's USA from April 2014 to September 2016. Ms.
Hoovel has served the Company for nearly 25 years.
Christopher Kempczinski, 52, is President and Chief Executive Officer, a position he has held since November 2019. Prior to that, Mr.
Kempczinski served as President, McDonald’s USA from December 2016 through October 2019 and Corporate Executive Vice President -
Strategy, Business Development and Innovation, from October 2015 through December 2016. Mr. Kempczinski joined the Company from
Kraft Heinz, where he most recently served as Executive Vice President of Growth Initiatives and President of Kraft International from
December 2014 to September 2015. Mr. Kempczinski has served the Company for 5 years.
Kevin Ozan, 57, 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 23 years.
36 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
AVAILABILITY OF COMPANY 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 SEC. Such reports may be obtained by visiting the SEC's website at
www.sec.gov.
Financial and other information can also be accessed on the investor section of the Company’s website at
www.investor.mcdonalds.com. The Company uses this website as a primary channel for disclosing key information to its investors, some of
which may contain material and previously non-public information. 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.
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 and Finance Committee, Compensation Committee, Governance Committee, Public Policy and
Strategy Committee and Sustainability and Corporate Responsibility 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.
Information on the Company’s website is not incorporated into this Form 10-K or the Company’s other securities filings unless expressly
noted.
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, 2020
Consolidated statement of comprehensive income for each of the three years in the period ended December 31, 2020
Consolidated balance sheet at December 31, 2020 and 2019
Consolidated statement of cash flows for each of the three years in the period ended December 31, 2020
Consolidated statement of shareholders’ equity for each of the three years in the period ended December 31, 2020
Notes to consolidated financial statements
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
38
39
40
41
42
43
60
61
63
McDonald's Corporation 2020 Annual Report 37
Years ended December 31, 2020
2019
2018
$ 8,139.2
10,726.1
342.5
19,207.8
$ 9,420.8
11,655.7
287.9
21,364.4
$ 10,012.7
11,012.5
232.7
21,257.9
2,564.2
2,416.4
2,000.6
2,207.5
267.0
2,980.3
2,704.4
2,075.9
2,200.6
223.8
3,153.8
2,937.9
2,174.2
1,973.3
186.1
300.6
2,245.0
(117.5)
11,883.8
7,324.0
1,218.1
(34.8)
6,140.7
1,410.2
$ 4,730.5
6.35
$
6.31
$
5.04
$
744.6
750.1
262.5
1,966.9
(119.8)
12,294.6
9,069.8
1,121.9
(70.2)
8,018.1
1,992.7
$ 6,025.4
7.95
$
7.88
$
4.73
$
758.1
764.9
214.8
1,985.4
(190.2)
12,435.3
8,822.6
981.2
25.3
7,816.1
1,891.8
$ 5,924.3
7.61
$
7.54
$
4.19
$
778.2
785.6
Consolidated Statement of Income
In millions, except per share data
REVENUES
Sales by Company-operated restaurants
Revenues from franchised restaurants
Other revenues
Total revenues
OPERATING COSTS AND EXPENSES
Company-operated restaurant expenses
Food & paper
Payroll & employee benefits
Occupancy & other operating expenses
Franchised restaurants-occupancy expenses
Other restaurant expenses
Selling, general & administrative expenses
Depreciation and amortization
Other
Other operating (income) expense, net
Total operating costs and expenses
Operating income
Interest expense-net of capitalized interest of $6.0, $7.4 and $5.6
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.
38 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Consolidated Statement of Comprehensive Income
In millions
Net income
Years ended December 31, 2020
2019
2018
$ 4,730.5 $ 6,025.4 $ 5,924.3
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 $204.8, $(55.4), and $(90.7)
Cash flow hedges:
Gain (loss) recognized in AOCI
Reclassification of (gain) loss to net income
46.0
17.1
127.5
46.8
(453.6)
—
63.1
174.3
(453.6)
(129.1)
5.8
17.3
(37.7)
46.5
2.4
Cash flow hedges-net of tax benefit (expense) of $36.6, $6.1, and $(14.5)
(123.3)
(20.4)
48.9
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 $9.3, $5.2, and $4.3
Total other comprehensive income (loss), net of tax
Comprehensive income
See Notes to consolidated financial statements.
(43.5)
(0.4)
(24.5)
(2.6)
(27.0)
0.6
(43.9)
(27.1)
(26.4)
(104.1)
126.8
(431.1)
$ 4,626.4 $ 6,152.2 $ 5,493.2
McDonald's Corporation 2020 Annual Report 39
December 31, 2020
2019
$ 3,449.1
2,110.3
51.1
632.7
6,243.2
1,297.2
2,773.1
3,527.4
7,597.7
13,827.7
$
898.5
2,224.2
50.2
385.0
3,557.9
1,270.3
2,677.4
2,584.0
6,531.7
13,261.2
41,476.5
(16,518.3)
24,958.2
$ 52,626.8
39,050.9
(14,890.9)
24,160.0
$ 47,510.8
$
741.3
701.5
741.1
227.0
388.4
1,138.3
2,243.6
6,181.2
35,196.8
13,321.3
1,970.7
702.0
1,054.1
2,025.6
—
16.6
7,903.6
53,908.1
(2,586.8)
(67,066.4)
(7,824.9)
$ 52,626.8
$
988.2
621.0
331.7
247.5
337.8
1,035.7
59.1
3,621.0
34,118.1
12,757.8
2,265.9
660.6
979.6
1,318.1
—
16.6
7,653.9
52,930.5
(2,482.7)
(66,328.6)
(8,210.3)
$ 47,510.8
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
Lease right-of-use asset, net
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
Lease liability
Income taxes
Other taxes
Accrued interest
Accrued payroll and other liabilities
Current maturities of long-term debt
Total current liabilities
Long-term debt
Long-term lease liability
Long-term income taxes
Deferred revenues - initial franchise fees
Other long-term liabilities
Deferred income taxes
Shareholders’ equity (deficit)
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 (loss)
Common stock in treasury, at cost; 915.2 and 914.3 million shares
Total shareholders’ equity (deficit)
Total liabilities and shareholders’ equity (deficit)
See Notes to consolidated financial statements.
40 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 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
Net gain on sale of restaurant businesses
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 and other businesses
Sales of restaurant businesses
Sales of 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
Other
Cash 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, 2020
2019
2018
$ 4,730.5 $ 6,025.4 $ 5,924.3
1,751.4
6.4
92.4
(28.2)
(75.2)
1,617.9
149.7
109.6
(128.2)
49.2
1,482.0
102.6
125.1
(308.8)
114.2
(6.8)
(68.6)
(137.5)
(43.6)
44.4
6,265.2
27.0
128.8
(26.8)
173.4
(3.9)
(479.4)
(1.9)
129.4
(33.4)
(87.4)
6,966.7
8,122.1
(1,640.8)
(66.1)
76.3
27.4
57.4
(1,545.8)
(2,393.7)
(540.9)
340.8
151.2
(628.5)
(3,071.1)
(2,741.7)
(101.7)
530.8
160.4
(302.9)
(2,455.1)
(893.1)
5,543.0
(2,411.7)
(907.8)
(3,752.9)
295.5
(122.0)
(2,249.0)
80.2
2,550.6
898.5
$ 3,449.1 $
799.2
4,499.0
95.9
3,794.5
(1,759.6)
(5,207.7)
(3,255.9)
403.2
(20.0)
(5,949.6)
(159.8)
(1,597.8)
2,463.8
866.0
(2,061.9)
(4,976.2)
(3,581.9)
350.5
(23.5)
(4,994.8)
(23.7)
32.5
866.0
898.5 $
$ 1,136.0 $ 1,066.5 $
1,441.9
1,589.7
959.6
1,734.4
McDonald's Corporation 2020 Annual Report 41
Consolidated Statement of Shareholders’ Equity
Accumulated other
comprehensive income (loss)
In millions, except per share data
Balance at December 31, 2017
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Adoption of ASC 606 (1)
Adoption of ASU 2016-16 (2)
Common stock cash dividends
($4.19 per share)
Treasury stock purchases
Share-based compensation
Stock option exercises and other
Balance at December 31, 2018
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Common stock cash dividends
($4.73 per share)
Treasury stock purchases
Share-based compensation
Stock option exercises and other
Balance at December 31, 2019
Net income
Other comprehensive income (loss),
net of tax
Comprehensive income
Common stock cash dividends
($5.04 per share)
Treasury stock purchases
Share-based compensation
Stock option exercises and other
Balance at December 31, 2020
Common stock
issued
Shares Amount
1,660.6 $ 16.6 $ 7,072.4 $ 48,325.8 $ (190.2) $ (16.5) $ (1,971.7)
Retained
earnings Pensions
Foreign
currency
translation
Additional
paid-in
capital
Cash
flow
hedges
(26.4)
48.9
(453.6)
5,924.3
(450.2)
(57.0)
(3,255.9)
1,660.6
16.6
125.1
178.5
7,376.0
1,660.6
16.6
109.6
168.3
7,653.9
50,487.0
6,025.4
(216.6)
32.4
(2,425.3)
(27.1)
(20.4)
174.3
(3,581.9)
52,930.5
4,730.5
(243.7)
12.0
(2,251.0)
(43.9)
(123.3)
63.1
(3,752.9)
92.4
157.3
Common stock in
treasury
Amount
Shares
(866.5) $ (56,504.4) $
Total
shareholders’
equity
(deficit)
(3,268.0)
5,924.3
(431.1)
5,493.2
(450.2)
(57.0)
(3,255.9)
(5,247.5)
125.1
401.9
(6,258.4)
6,025.4
126.8
6,152.2
(3,581.9)
(4,980.5)
109.6
348.7
(8,210.3)
4,730.5
(104.1)
4,626.4
(3,752.9)
(874.1)
92.4
293.6
(32.2)
(5,247.5)
5.2
(893.5)
223.4
(61,528.5)
(25.0)
(4,980.5)
4.2
(914.3)
180.4
(66,328.6)
(4.3)
(874.1)
3.4
136.3
1,660.6 $ 16.6 $ 7,903.6 $ 53,908.1 $ (287.6) $ (111.3) $ (2,187.9)
(915.2) $ (67,066.4) $
(7,824.9)
(1) Accounting Standards Codification ("ASC") 606, "Revenue Recognition - Revenue from Contracts with Customers."
(2) Accounting Standards Update ("ASU") 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory."
See Notes to consolidated financial statements.
42 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 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 franchised arrangements, and developmental licensees or affiliates
under license agreements.
The following table presents restaurant information by ownership type:
Restaurants at December 31,
Conventional franchised
Developmental licensed
Foreign affiliated
Total Franchised
Company-operated
Total Systemwide restaurants
2020
21,712
7,663
7,146
36,521
2,677
39,198
2019
21,837
7,648
6,574
36,059
2,636
38,695
2018
21,685
7,225
6,175
35,085
2,770
37,855
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.
BASIS OF PRESENTATION
Prior to January 1, 2020, the Company presented both expenditures and receipts related to technology fees charged to franchisees and
revenues related to certain licensing arrangements within Other operating (income) expense, net, because these activities were not part of
the Company’s ongoing major or central operations. Effective January 1, 2020, the Company is presenting the revenues and expenses
related to these activities within Other revenues and Other restaurant expenses, respectively, in the Consolidated Statement of Income. The
change in presentation was applied retrospectively to all periods presented and had no effect on Operating income, Net income, or Earnings
per share.
CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its subsidiaries. Investments in affiliates owned 50% or less
(primarily McDonald’s China and 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.
FOREIGN CURRENCY TRANSLATION
Generally, the functional currency of operations outside the U.S. is the respective local currency.
RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
Financial Instruments - Credit Losses
In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance codified in ASC Topic 326, "Financial Instruments –
Credit Losses: Measurements of Credit Losses on Financial Instruments". The standard replaces the incurred loss impairment methodology
in prior GAAP with a methodology that instead reflects a current estimate of all expected credit losses on financial assets, including
receivables. The guidance requires that an entity measure and recognize expected credit losses at the time the asset is recorded, while
considering a broader range of information to estimate credit losses including country specific macroeconomic conditions that correlate with
historical loss experience, delinquency trends and aging behavior of receivables, among others. The Company adopted this guidance
effective January 1, 2020, prospectively, and the adoption of this standard did not have a material impact on the consolidated financial
statements. The Company had an Allowance for bad debts of $55.3 million as of December 31, 2020 recorded as a reduction to Accounts
and notes receivable on the Consolidated Balance Sheet.
Recent Accounting Pronouncements Not Yet Adopted
Income Taxes
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU
2019-12”), which simplifies the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020,
including applicable interim periods. The Company anticipates the adoption of ASU 2019-12 will not have a material impact on its
consolidated financial statements.
McDonald's Corporation 2020 Annual Report 43
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting". The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract
modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London
Interbank Offered Rate and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may
be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31,
2022. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements.
REVENUE RECOGNITION
The Company's revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees,
developmental licensees and affiliates. 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 developmental licensees and affiliates include a
royalty based on a percent of sales, and generally include initial fees. The Company’s Other revenues are comprised of fees paid by
franchisees to recover a portion of costs incurred by the Company for various technology platforms, revenues from brand licensing
arrangements to market and sell consumer packaged goods using the McDonald’s brand, and third party revenues for the Dynamic Yield
business.
Sales by Company-operated restaurants are recognized on a cash basis at the time of the underlying sale and are presented net of
sales tax and other sales-related taxes. Royalty revenues are based on a percent of sales and recognized at the time the underlying sales
occur. Rental income includes both minimum rent payments, which are recognized straight-line over the franchise term (with the exception
of rent concessions as a result of COVID-19 – refer to the Leasing section that follows), and variable rent payments based on a percent of
sales, which are recognized at the time the underlying sales occur. Initial fees are recognized as the Company satisfies the performance
obligation over the franchise term, which is generally 20 years.
The Company provides goods or services related to various technology platforms to certain franchisees that are distinct from the
franchise agreement because they do not require integration with other goods or services we provide. The Company has determined that it
is the principal in these arrangements. Accordingly, the related revenue is presented on a gross basis on the Consolidated Statement of
Income. These revenues are recognized as the goods or services are transferred to the franchisee, and related expenses are recognized as
incurred. Brand licensing arrangement revenues are based on a percent of sales and are recognized at the time the underlying sales occur.
Dynamic Yield third party revenues are generated from providing software as a service solutions to customers and are recognized over the
applicable subscription period as the service is performed.
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–3 to 12 years.
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.
The Company may share in the cost of certain restaurant improvements with its franchisees, primarily in the U.S. Since McDonald's
manages the project and provides up front funding in these instances, during the project the Company estimates which costs are the
responsibility of McDonald's and which are the responsibility of the franchisee, and allocates the corresponding costs between Property and
equipment and Accounts receivable. Upon the completion of the project, the allocation of costs is finalized and may result in immaterial
adjustments to the balances and associated depreciation expense.
Refer to the Property and Equipment footnote on page 51 for additional information.
LEASING
The Company is the lessee in a significant real estate portfolio, primarily through ground leases (the Company leases the land and generally
owns the building) and through improved leases (the Company leases the land and buildings). The Lease right-of-use asset and Lease
liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which includes options
that are reasonably assured of being exercised, discounted using the rate implicit in each lease, if determinable, or a collateralized
incremental borrowing rate considering the term of the lease and particular currency environment. Leases with an initial term of 12 months
or less, primarily related to leases of office equipment, are not included in the Lease right-or-use asset or Lease liability and continue to be
recognized in the Consolidated Statement of Income on a straight-line basis over the lease term.
The Company has elected not to separate non-lease components from lease components in our lessee portfolio. To the extent that
occupancy costs, such as site maintenance, are included in the asset and liability, the impact is immaterial and is generally limited to
Company-owned restaurant locations. For franchised locations, which represent the majority of the restaurant portfolio, the related
occupancy costs including property taxes, insurance and site maintenance are generally required to be paid by the franchisees as part of
the franchise arrangement. In addition, the Company is the lessee under non-restaurant related leases such as office buildings, vehicles and
office equipment. These leases are not a material subset of the Company’s lease portfolio.
The FASB issued guidance for how companies may account for COVID-19 related rent concessions in the form of FASB staff and
Board members’ remarks at the April 8, 2020 public meeting and the FASB Staff Q&A issued on April 10, 2020.
44 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
The Company elected the practical expedient to account for COVID-19 related rent concessions as if they were part of the enforceable
rights and obligations of the parties under the existing lease contract. This was elected for the Company’s entire lessee and lessor portfolio
for any rent deferrals or rent abatements. For the lessee portfolio, the Company elected not to remeasure the Lease right- of-use asset and
Lease liability if a rent deferral or a rent abatement is granted. Refer to the Leasing Arrangements footnotes on page 52 of this Form 10-K
for additional information on the Lease right-of-use asset and Lease liability.
The Company deferred collection of approximately $490 million of rental income on revenue that was recognized in 2020, and has
collected over 80% of these deferrals as of December 31, 2020. Rental income includes both minimum rent payments and variable rent
payments based on a percent of sales.
Refer to the Franchise Arrangements footnote on page 51 of this Form 10-K for additional information on deferred collections of rental
income as well as royalties.
CAPITALIZED SOFTWARE
Capitalized software is stated at cost and amortized using the straight-line method over the estimated useful life of the software, which
primarily ranges from 2 to 7 years. Customer facing software is typically amortized over a shorter useful life, while back office and Corporate
systems may have a longer useful life. Capitalized software less accumulated amortization is recorded within Miscellaneous other assets on
the Consolidated Balance Sheet and was (in millions): 2020-$691.2; 2019-$665.4; 2018-$609.7.
The Company reviews capitalized software for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable or if an indicator of impairment exists, which occurs more regularly throughout the year, such as
when new software may be ready for its intended use. Results for the year ended 2020 reflected write-offs of impaired software that were no
longer being used of $26.3 million.
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 field office level, and internationally, at a market 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 are related
to restaurants that have closed and ceased operations as well as other assets that meet the criteria to be considered “held for sale".
GOODWILL
Goodwill represents the excess of cost over the net tangible assets and identifiable intangible assets of acquired restaurants and other
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 market) 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 2020 activity in goodwill by segment:
In millions
Balance at December 31, 2019
Business acquisitions
Net restaurant purchases (sales)
Impairment losses
Currency translation
Balance at December 31, 2020
U.S.
$ 1,615.8
9.8
(0.1)
—
—
$ 1,625.5
International
Operated Markets
$ 1,061.6
—
9.8
—
76.2
$ 1,147.6
$
International Developmental
Licensed Markets &
Corporate
—
—
—
—
—
—
$
Consolidated
$ 2,677.4
9.8
9.7
—
76.2
$ 2,773.1
The Company conducts goodwill impairment testing in the fourth quarter of each year or whenever indicators of impairment exists. If an
indicator of impairment exists, 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
recorded for the difference. In the current period, the Company performed a qualitative assessment and did not identify any indicators of
impairment. Historically, goodwill impairment has not significantly impacted the consolidated financial statements. Goodwill on the
Consolidated Balance Sheet reflects accumulated impairment losses of $14.5 million and $113.9 million as of December 31, 2020 and 2019,
respectively.
McDonald's Corporation 2020 Annual Report 45
ADVERTISING COSTS
Advertising costs included in operating expenses of Company-operated restaurants primarily consist of contributions to advertising
cooperatives based upon a percent of sales, and were (in millions): 2020–$325.5; 2019–$365.8; 2018–$388.8. The decrease in 2020 is
primarily due to lower sales in the International Operated Markets as a result of COVID-19. Costs related to the Olympics sponsorship are
included in the expenses for 2018.
In addition, significant advertising costs are incurred by conventional franchisees through contributions to advertising cooperatives in
individual markets that are also based upon a percent of sales. In the markets that make up the vast majority of the Systemwide advertising
spend, including the U.S., McDonald’s is not the primary beneficiary of these entities, and therefore has concluded that consolidation would
not be appropriate, as the Company does not have the power through voting or similar rights to direct the activities of the cooperatives that
most significantly impact their economic performance.
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 are included in Selling, general & administrative expenses and were (in
millions): 2020–$329.2; 2019–$81.5; 2018–$88.0. The increase in 2020 is primarily due to about $175 million of incremental marketing
contributions by the Company to the System's advertising cooperative arrangements across the U.S. and International Operated Markets to
accelerate recovery and drive growth, as well as one-time investments in renewed brand communications as part of the “Serving Here”
campaign launch that was announced with the new growth strategy, Accelerating the Arches.
INCOME TAXES
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.
Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the financial reporting
basis and the tax basis of existing assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets if it is
considered more likely than not that some portion or all of the deferred tax 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.
Refer to the Income Taxes footnote on page 53 for additional information.
Accounting for Global Intangible Low-Taxed Income ("GILTI")
The accounting policy of the Company is to record any tax on GILTI in the provision for income taxes in the year it is incurred.
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.
46 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
▪
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, 2020
In millions
Derivative assets
Derivative liabilities
December 31, 2019
In millions
Derivative assets
Derivative liabilities
Level 1 (1)
185.6
$
Level 1 (1)
179.1
$
$
$
$
$
Level 2
41.4
$
(97.5) $
Carrying
Value
227.0
(97.5)
Level 2
45.6
$
(11.3) $
Carrying
Value
224.7
(11.3)
(1) 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, 2020, the Company did not record any material fair value adjustments to long-lived assets (including
goodwill).
▪
Certain Financial Assets and Liabilities not Measured at Fair Value
At December 31, 2020, the fair value of the Company’s debt obligations was estimated at $43.7 billion, compared to a carrying amount of
$37.4 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, and cross-currency interest rate 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 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. The
Company has also entered into certain derivatives to mitigate the share price risk related to its sale of stock in McDonald’s Japan. 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 AOCI and/or current earnings.
McDonald's Corporation 2020 Annual Report 47
The following table presents the fair values of derivative instruments included on the Consolidated Balance Sheet as of December 31,
2020 and 2019:
Derivative Assets
Derivative Liabilities
In millions
Balance Sheet Classification
2020
2019 Balance Sheet Classification
2020
2019
Derivatives designated as hedging instruments
Foreign currency Prepaid expenses and other current assets
$ 10.0 Accrued payroll and other liabilities
$ (64.5) $ (5.2)
Interest rate
Prepaid expenses and other current assets
Accrued payroll and other liabilities
—
Foreign currency Miscellaneous other assets
$
5.6
9.5 Other long-term liabilities
(15.0)
(1.2)
Interest rate
Miscellaneous other assets
35.8
12.1 Other long-term liabilities
Total derivatives designated as hedging instruments
$ 41.4 $ 31.6
Derivatives not designated as hedging instruments
—
$ (79.5) $ (6.4)
Equity
Foreign currency Prepaid expenses and other current assets
Prepaid expenses and other current assets $ 185.6 $
1.6 Accrued payroll and other liabilities
$ (8.6) $ (0.1)
12.4 Accrued payroll and other liabilities
(9.4)
(4.8)
Equity
Miscellaneous other assets
179.1
Total derivatives not designated as hedging instruments
$ 185.6 $ 193.1
Total derivatives
$ 227.0 $ 224.7
$ (18.0) $ (4.9)
$ (97.5) $ (11.3)
The following table presents the pre-tax amounts from derivative instruments affecting income and AOCI for the year ended December
31, 2020 and 2019, respectively:
In millions
Foreign currency
Interest rate
Cash flow hedges
Location of Gain or Loss
Recognized in Income on
Derivative
Gain (Loss)
Recognized in
AOCI
Nonoperating income/expense $
Interest expense
2020
(76.6) $
(90.8)
$ (167.4) $
2019
22.5 $
22.5 $
Foreign currency denominated debt Nonoperating income/expense $ (989.7) $ 317.3 $
Foreign currency derivatives
Foreign currency derivatives(1)
Net investment hedges
Nonoperating income/expense
Interest expense
$ (1,002.0) $ 329.1 $
(12.3)
11.8
Foreign currency
Equity
Equity
Undesignated derivatives
Nonoperating income/expense
Selling, general &
administrative expenses
Other operating income/
expense, net
Gain (Loss)
Reclassified
into Income from
AOCI
2019
50.3
(1.3)
49.0
2020
(2.1) $
(5.4)
(7.5) $
33.7
33.7
Gain (Loss)
Recognized in
Income on
Derivative
2020
2019
$
$
$
14.7 $
14.7 $
11.7
11.7
(29.0) $
14.2
44.4
71.8
(16.0)
$
(0.6) $
86.0
(1)The amount of gain (loss) recognized in income related to components excluded from effectiveness testing.
Fair Value Hedges
The Company enters into fair value hedges to reduce the exposure to changes in fair values of certain liabilities. The Company enters into
fair value hedges that convert a portion of its fixed rate debt into floating rate debt by use of interest rate swaps. At December 31, 2020, the
carrying amount of fixed-rate debt that was effectively converted was an equivalent notional amount of $1.1 billion, which included an
increase of $35.8 million of cumulative hedging adjustments. For the year ended December 31, 2020, the Company recognized a $23.7
million gain on the fair value of interest rate swaps, and a corresponding loss on the fair value of the related hedged debt instrument to
interest expense.
Cash Flow Hedges
The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows. 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 to hedge a portion of anticipated exposures. The hedges cover the next 18 months for certain exposures and are
denominated in various currencies. As of December 31, 2020, the Company had derivatives outstanding with an equivalent notional amount
of $1.2 billion that hedged a portion of forecasted foreign currency denominated cash flows.
Based on market conditions at December 31, 2020, the $111.3 million in cumulative cash flow hedging losses, after tax, is not expected
to have a significant effect on earnings over the next 12 months.
48 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
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 shareholders' equity in the
foreign currency translation component of Other comprehensive income ("OCI") and offset translation adjustments on the underlying net
assets of foreign subsidiaries and affiliates, which also are recorded in OCI. As of December 31, 2020, $13.3 billion of the Company's third
party foreign currency denominated debt and $843.2 million of intercompany foreign currency denominated debt were designated to hedge
investments in certain foreign subsidiaries and affiliates.
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. The Company may also use certain derivatives to mitigate the share
price risk related to its sale of stock in McDonald’s Japan. The changes in the fair value of the undesignated derivatives used for the most
recent sale transaction were recognized immediately in earnings in Other operating (income) expense, net. 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.
Credit Risk
The Company is exposed to credit-related losses in the event of non-performance by its derivative counterparties. The Company did not
have significant exposure to any individual counterparty at December 31, 2020 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, including 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, 2020, the Company was
required to post an immaterial amount of collateral due to the negative fair value of certain derivative positions. The Company's
counterparties were not required to post collateral on any derivative position, other than on certain hedges of the Company’s supplemental
benefit plan liabilities where the counterparties were required to post collateral on their liability positions.
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.
Share-based compensation, which includes the portion vesting of all share-based awards granted based on the grant date fair value, is
generally amortized on a straight-line basis over the vesting period in Selling, general & administrative expenses.
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. In addition, the Company estimates forfeitures when determining the amount of compensation costs to be
recognized each period.
The fair value of each RSU granted is equal to the market price of the Company’s stock at date of grant. For performance-based RSUs,
the Company includes a relative Total Shareholder Return ("TSR") modifier to determine the number of shares earned at the end of the
performance period. The fair value of performance-based RSUs that include the TSR modifier is determined using a Monte Carlo valuation
model.
Refer to the Share-based Compensation footnote on page 58 for additional information.
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): 2020–5.5; 2019–6.8; 2018–7.3. Share-based compensation awards that were not included in diluted
weighted-average shares because they would have been antidilutive were (in millions of shares): 2020–1.8; 2019–0.1; 2018–0.5.
CASH AND EQUIVALENTS
The Company considers short-term, highly liquid investments with an original maturity of 90 days or less to be cash equivalents. As of
December 31, 2020, Cash and equivalents was $3.4 billion, of which $2.0 billion consisted of certificates of deposit.
McDonald's Corporation 2020 Annual Report 49
Segment and Geographic Information
Effective January 1, 2019, McDonald’s operates under an organizational structure with the following global business segments reflecting
how management reviews and evaluates operating performance:
•
•
•
U.S. - the Company’s largest market. The segment is 95% franchised as of December 31, 2020.
International Operated Markets - comprised of markets, or countries in which the Company operates and franchises restaurants,
including Australia, Canada, France, Germany, Italy, the Netherlands, Russia, Spain and the U.K. The segment is 84% franchised as
of December 31, 2020.
International Developmental Licensed Markets & Corporate - comprised primarily of developmental licensee and affiliate markets in
the McDonald’s system. Corporate activities are also reported in this segment. The segment is 98% franchised as of December 31,
2020.
In April and October 2019, the Company completed the acquisitions of Dynamic Yield and Apprente, respectively. The related financial
performance is reflected within the International Developmental Licensed Markets & Corporate segment from the dates of acquisition.
All intercompany revenues and expenses are eliminated in computing revenues and operating income. Corporate general and
administrative expenses consist 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 Operated Markets
International Developmental Licensed Markets & Corporate
Total revenues
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total operating income
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total assets *
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total capital expenditures
U.S.
International Operated Markets
International Developmental Licensed Markets & Corporate
Total depreciation and amortization
2020
2019
2018
$
7,828.5 $
8,002.8 $
7,798.7
9,570.7
1,808.6
11,480.1
11,578.1
1,881.5
1,881.1
$ 19,207.8 $ 21,364.4 $ 21,257.9
$
3,789.1 $
4,068.7 $
4,015.6
3,315.1
219.8
4,789.0
212.1
4,643.2
163.8
$
7,324.0 $
9,069.8 $
8,822.6
$ 21,010.0 $ 21,376.9 $ 14,483.8
24,744.0
22,847.5
17,302.3
6,872.8
3,286.4
1,025.1
$ 52,626.8 $ 47,510.8 $ 32,811.2
$
890.4 $
1,480.5 $
1,849.8
$
$
731.5
18.9
886.6
26.6
762.4
129.5
1,640.8 $
2,393.7 $
2,741.7
813.8 $
730.2 $
678.5
259.1
669.3
218.4
598.4
703.9
179.7
$
1,751.4 $
1,617.9 $
1,482.0
* Total assets increased from 2018 to 2019 primarily due to the Company's Lease right-of-use asset recorded as a result of the adoption of ASC 842.
Total long-lived assets, primarily property and equipment and beginning in 2019, the Company's Lease right-of-use asset, were (in
millions)–Consolidated: 2020–$39,696.3; 2019–$38,291.5; U.S. based: 2020–$19,509.7; 2019–$19,487.6.
50 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
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
Property and equipment, at cost
Accumulated depreciation and amortization
Net property and equipment
'December 31, 2020
$
6,349.1 $
18,218.9
13,364.5
3,119.0
425.0
41,476.5
(16,518.3)
24,958.2 $
$
2019
6,026.4
17,003.7
12,605.9
2,994.5
420.4
39,050.9
(14,890.9)
24,160.0
Depreciation and amortization expense for property and equipment was (in millions): 2020–$1,469.4; 2019–$1,392.2; 2018–$1,302.9.
Franchise 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. Minimum rent payments are based on the
Company's underlying investment in owned sites and parallel the Company’s underlying leases and escalations on properties that are
leased. Under the franchise 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. At the end of the 20-year franchise arrangement, the
Company maintains control of the underlying real estate and building and can either enter into a new 20-year franchise arrangement with
the existing franchisee or a different franchisee, or close the restaurant. Franchisees generally pay related occupancy costs including
property taxes, insurance and site maintenance.
Developmental licensees and affiliates operating under license agreements pay a royalty to the Company based upon a percent of
sales, and generally pay initial fees.
McDonald’s has elected to allocate consideration in the franchise contract among lease and non-lease components in the same manner
that it has historically: rental income (lease), royalty income (non-lease) and initial fee income (non-lease). This disaggregation and
presentation of revenue is based on the nature, amount, timing and certainty of the revenue and cash flows. The allocation has been
determined based on a mix of both observable and estimated standalone selling prices (the price at which an entity would sell a promised
good or service separately to a customer).
Revenues from franchised restaurants consisted of:
In millions
Rents
Royalties
Initial fees
Revenues from franchised restaurants
2020
2019
2018
$ 6,844.7 $ 7,500.2 $ 7,082.2
3,886.3
44.0
4,107.1
48.4
3,831.5
49.9
$ 10,726.1 $ 11,655.7 $ 11,012.5
As rent and royalties are based upon a percent of sales, government regulations as a result of COVID-19 had a negative impact on
revenues in 2020. The Company granted the deferrals of cash collection for certain rent and royalties earned from franchisees in
substantially all markets primarily in the first and second quarters of 2020. In total, the Company deferred collection of approximately $1
billion, and has collected over 80% of these total deferrals as of December 31, 2020.
Future gross minimum rent payments due to the Company under existing conventional franchise arrangements are:
In millions
2021
2022
2023
2024
2025
Thereafter
Total minimum payments
Owned sites
$ 1,586.8 $
1,526.5
1,472.8
1,433.0
1,394.1
10,908.6
Leased sites
Total
1,486.0 $ 3,072.8
2,954.6
1,428.1
2,834.8
1,362.0
2,743.2
1,310.2
2,641.8
1,247.7
20,175.0
9,266.4
$ 18,321.8 $ 16,100.4 $ 34,422.2
At December 31, 2020, net property and equipment under franchise arrangements totaled $20.0 billion (including land of $5.7 billion)
after deducting accumulated depreciation and amortization of $12.1 billion.
McDonald's Corporation 2020 Annual Report 51
Leasing Arrangements
The Company is the lessee in a significant real estate portfolio, primarily through ground leases (the Company leases the land and generally
owns the building) and through improved leases (the Company leases the land and buildings). The Company determines whether an
arrangement is a lease at inception. 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. Renewal options are typically solely at the Company’s discretion. 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 range from annually to every five years.
The following table provides detail of rent expense:
In millions
Restaurants
Other
Total rent expense
2020
2019
2018
$ 1,399.5 $ 1,530.4 $ 1,433.9
87.9
$ 1,479.3 $ 1,606.8 $ 1,521.8
79.8
76.4
Rent expense included percent rents in excess of minimum rents (in millions) as follows–Company-operated restaurants: 2020–$53.7;
2019–$74.4; 2018–$82.1. Franchised restaurants: 2020–$136.5; 2019–$200.7; 2018–$200.8. These variable rent payments are based on a
percent of sales and as sales have decreased in 2020 as a result of COVID-19, the related rent expense has also decreased as compared
to the prior year.
The Lease right-of-use asset and Lease liability reflect the present value of the Company's estimated future minimum lease payments
over the lease term, which includes options that are reasonably assured of being exercised, discounted using a collateralized incremental
borrowing rate. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building
or leasehold improvements exceed that of the initial lease term, and the sales performance of the restaurant remains strong. Therefore, the
Lease right-of-use asset and Lease liability include an assumption on renewal options that have not yet been exercised by the Company,
and are not currently a future obligation.
The Company's lease portfolio includes both operating and finance leases, however as of December 31, 2020, the vast majority of the
portfolio was classified as operating leases.
As the rate implicit in each lease is not readily determinable, the Company uses an incremental borrowing rate to calculate the lease
liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease
within a particular currency environment. The weighted average discount rate used for leases was 3.8% as of December 31, 2020 and 4.0%
as of December 31, 2019.
As of December 31, 2020, maturities of lease liabilities for our lease portfolio were as follows:
In millions
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: imputed interest
Present value of lease liability
Total *
1,230.7
1,197.7
1,159.8
1,124.0
1,082.1
14,295.7
20,090.0
(6,067.2)
14,022.8
$
$
*
Total lease payments include option periods that are reasonably assured of being exercised. See contractual cash outflows for leases
within the Contractual Obligations and Commitments section on page 24.
The increase in the present value of the lease liability since December 31, 2019 is approximately $0.6 billion. The lease liability will
continue to be impacted by new leases, lease modifications, lease terminations, reevaluation of lease terms, and foreign currency.
As of December 31, 2020 and December 31, 2019, the Weighted Average Lease Term remaining that is included in the maturities of
lease liabilities was 20 years.
52 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
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 a particular 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.
Other Operating (Income) Expense, Net
In millions
Gains on sales of restaurant businesses
Equity in earnings of unconsolidated affiliates
Asset dispositions and other (income) expense, net
Impairment and other charges (gains), net
Total
▪
Gains on sales of restaurant businesses
2020
(23.3) $
(117.4)
290.7
(267.5)
(117.5) $
2019
(127.5) $
(153.8)
87.2
74.3
(119.8) $
2018
(304.1)
(151.5)
33.7
231.7
(190.2)
$
$
The Company’s purchases and sales of businesses with its franchisees are aimed at maintaining 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 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 markets in both the International
Operated Markets and International Developmental Licensed Markets segments. For foreign affiliated markets—primarily China and 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, reserves for bad debts, asset write-offs due to restaurant reinvestment (including investment in Experience of the
Future), strategic sale of properties, and other miscellaneous income and expenses.
▪
Impairment and other charges (gains), net
Impairment and other charges (gains), net includes losses that result from the write down of goodwill and long-lived assets from their
carrying value to their fair value, as well as charges associated with strategic initiatives, such as refranchising and restructuring activities.
The realized gains/losses from the divestiture of ownership percentages of subsidiaries are reflected in this category, including the 2020
gain on the sale of McDonald's Japan stock as the Company divested about 6% of its ownership in McDonald's Japan.
Income Taxes
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 *
2020
2019
2018
$ 1,390.4 $ 2,159.1 $ 2,218.0
4,750.3
5,859.0
5,598.1
$ 6,140.7 $ 8,018.1 $ 7,816.1
* The decrease in Income before provision for income taxes from 2019 to 2020 was primarily due to COVID-19.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The
goal of this update was to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory.
The Company adopted this standard on January 1, 2018 using a modified retrospective method, resulting in a cumulative catch up
adjustment of $57 million, the majority of which was recorded within Miscellaneous other assets on the Consolidated Balance Sheet. The
adoption of this standard did not have a material impact on the Consolidated Statements of Income and Cash Flows.
The Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted in the U.S. in December 2017. The Tax Act reduced the U.S. federal
corporate income tax rate to 21% from 35% and required companies to pay a one-time transition tax on earnings of certain foreign
subsidiaries that were previously tax deferred. In 2017, the Company recorded provisional amounts for certain enactment-date effects of the
Tax Act by applying the guidance in Staff Accounting Bulletin ("SAB") 118. In 2018, the Company recorded adjustments to the provisional
amounts and completed its accounting for all of the enactment-date income tax effects of the Tax Act.
McDonald's Corporation 2020 Annual Report 53
SAB 118 measurement period
At December 31, 2017, the Company had not completed its accounting for all of the enactment-date income tax effects of the Tax Act
under ASC 740, Income Taxes, primarily for the one-time transition tax.
The one-time transition tax is based on the Company's total post-1986 earnings and profits ("E&P"), the tax on which it previously
deferred from U.S. income taxes under U.S. law. The Company recorded a provisional amount for its one-time transition tax liability of
approximately $1.2 billion at December 31, 2017. Upon further analysis of the Tax Act and notices and regulations issued and proposed by
the U.S. Department of the Treasury and the IRS, the Company increased its December 31, 2017 provisional amount by approximately $75
million during 2018. The Company has elected to pay its transition tax over the eight-year period provided in the Tax Act.
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
Net deferred tax (assets) liabilities consisted of:
In millions
Lease right-of-use asset
Property and equipment
Intangible assets
Other
Total deferred tax liabilities
Lease liability
Intangible assets
Property and equipment
Deferred foreign tax credits
Employee benefit plans
Deferred revenue
Operating loss carryforwards
Other
Total deferred tax assets before valuation allowance
Valuation allowance
Net deferred tax (assets) liabilities
Balance sheet presentation:
Deferred income taxes
Other assets-miscellaneous
Net deferred tax (assets) liabilities
$
2020
554.1 $
119.1
730.6
1,403.8
870.3
73.3
(937.2)
6.4
2018
292.9
183.9
1,312.4
1,789.2
145.7
18.7
(61.8)
102.6
$ 1,410.2 $ 1,992.7 $ 1,891.8
2019
521.8 $
194.7
1,126.5
1,843.0
38.5
20.0
91.2
149.7
December 31, 2020
2019
$ 3,427.3 $ 3,296.8
1,316.4
1,600.4
334.8
1,046.2
511.1
322.4
6,396.3
5,459.1
(3,462.0) (3,331.1)
(2,095.9) (1,051.0)
(585.6)
(311.2)
(192.3)
(145.5)
(81.5)
(323.6)
(7,322.4) (6,021.8)
741.9
$ (110.1) $ 179.2
(593.8)
(289.3)
(190.8)
(154.8)
(86.8)
(449.0)
816.0
$ 2,025.6 $ 1,318.1
(2,135.7) (1,138.9)
$ (110.1) $ 179.2
At December 31, 2020, the Company had net operating loss carryforwards of $392.5 million, of which $228.2 million has an indefinite
carryforward. The remainder will expire at various dates from 2021 to 2039.
The Company’s effective income tax rates are higher than the U.S. statutory tax rate of 21% primarily due to the impact of state income
taxes and foreign income that is subject to local statutory country tax rates that are above the 21% U.S. statutory tax rate.
54 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
The statutory U.S. federal income tax rate reconciles to the effective income tax rates as follows:
Statutory U.S. federal income tax rate
State income taxes, net of related federal income tax benefit
Foreign income taxed at different rates
Tax impact of intercompany transactions
Global intangible low-tax income ("GILTI")
Foreign-derived intangible income ("FDII")
Transition tax
U.S./Foreign tax law changes
Foreign tax credit redetermination regulations
Other, net
Effective income tax rates
2020
2018
2019
21.0 % 21.0 % 21.0 %
1.8
1.6
—
1.3
(1.3)
—
—
(1.0)
1.5
23.0 % 24.9 % 24.2 %
1.8
1.5
—
0.4
(1.4)
1.0
—
—
(0.1)
1.8
0.4
2.1
1.2
(3.4)
—
(1.8)
—
1.7
The Tax Act enacted the GILTI provision, which taxes U.S. allocated expenses and certain income from foreign operations. Also, the Tax
Act enacted the FDII provision, which allows deductions against certain types of U.S. taxable income resulting in a lower effective U.S. tax
rate on such income.
As of December 31, 2020 and 2019, the Company’s gross unrecognized tax benefits totaled $1,479.2 million and $1,439.1 million,
respectively. After considering the deferred tax accounting impact, it is expected that about $940 million of the total as of December 31, 2020
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)
2020
2019
$ 1,439.1 $ 1,342.8
(18.3)
107.1
88.3
(68.6)
(12.2)
$ 1,479.2 $ 1,439.1
(71.4)
38.5
89.6
(3.9)
(12.7)
(1) Of this amount, $1,137.8 million and $1,285.3 million are included in Long-term income taxes for 2020 and 2019, respectively, and $325.0 million and $138.8
million are included in Prepaid expenses and other current assets for 2020 and 2019, respectively, on the Consolidated Balance Sheet. The remainder is included
in Deferred income taxes on the Consolidated Balance Sheet.
In 2015, the Internal Revenue Service (“IRS”) issued a Revenue Agent Report (“RAR”) that included certain disagreed transfer pricing
adjustments related to the Company’s U.S. Federal income tax returns for 2009 and 2010. Also in 2015, the Company filed a protest with
the IRS related to these disagreed transfer pricing matters. During 2017, the Company received a response to its protest. In December
2018, the Company met with the IRS Appeals team and, during 2019 and 2020, the Company and the IRS Appeals team continued to have
a dialogue regarding these disagreed transfer pricing matters. As of December 31, 2020, the Company does not yet have a signed
agreement with the IRS related to the settlement of these issues.
In 2017, the IRS completed its examination of the Company’s U.S. Federal income tax returns for 2011 and 2012. In 2018, the IRS
issued a RAR for these years. As expected, the RAR included the same disagreed transfer pricing matters as the 2009 and 2010 RAR. Also
in 2018, the Company filed a protest with the IRS related to these disagreed transfer pricing matters. The transfer pricing matters for 2011
and 2012 are being addressed along with the 2009 and 2010 transfer pricing matters as part of the 2009-2010 appeals process. The
Company is also under audit in multiple foreign tax jurisdictions for matters primarily related to transfer pricing, and the Company is under
audit in multiple state tax jurisdictions. While the Company cannot estimate the impact to the effective tax rate, it is reasonably possible that
the total amount of unrecognized tax benefits could decrease up to $1,040 million within the next 12 months. This would be due to the
possible settlement of the IRS transfer pricing matters, 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 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, it believes that the
liabilities recorded are appropriate and adequate.
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 $177.4 million and $174.4 million accrued for interest and penalties related to tax matters at December 31, 2020 and
2019, respectively. The Company recognized interest and penalties related to tax matters of $32.4 million in 2020, $39.9 million in 2019, and
$13.9 million in 2018, which are included in the provision for income taxes.
As of December 31, 2020, the Company has accumulated undistributed earnings generated by our foreign subsidiaries, which were
predominantly taxed in the U.S. as a result of the transition tax provisions enacted under the Tax Act. Management does not assert that
these previously-taxed unremitted earnings are indefinitely reinvested in operations outside the U.S. Accordingly, the Company has provided
deferred taxes for the tax effects incremental to the transition tax. We have not provided for deferred taxes on outside basis differences in
our investments in our foreign subsidiaries that are unrelated to these accumulated undistributed earnings, as these outside basis
differences are indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside
basis differences is not practicable.
McDonald's Corporation 2020 Annual Report 55
Employee Benefit Plans
The Company's 401(k) Plan is maintained for U.S.-based employees and includes a 401(k) feature, as well as an employer match. The
401(k) feature allows eligible participants to make pre-tax contributions that are matched each pay period (with an annual true-up) through
cash contributions and, prior to July 31, 2018, from shares released under the Employee Stock Ownership Plan. Effective August 1, 2018,
the contributions are matched only through cash contributions.
All current account balances, future contributions and related earnings can be invested in nine investment alternatives (including a
target date fund series), 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.
The Company also maintains certain unfunded nonqualified supplemental benefit plans that allow participants to (i) make tax-deferred
contributions and (ii) receive Company-provided matching allocations that cannot be made under the 401(k) Plan because of IRS limitations.
The investment alternatives and returns are based on certain market-rate investment alternatives under the 401(k) Plan, net of expenses.
Total liabilities were $431.2 million and $435.0 million at December 31, 2020 and 2019, respectively, 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, 2020,
derivatives with a fair value of $185.6 million indexed to the Company's stock and a total return swap with a notional amount of $180.4
million indexed to certain market indices were included at their fair value in Prepaid expenses and other current assets 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 401(k) Plan and nonqualified benefits and related hedging activities, were (in millions): 2020–$37.0; 2019–
$30.4; 2018–$18.0. 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): 2020–$36.6; 2019–$35.3; 2018–$33.7.
The total combined liabilities for international retirement plans were $45.5 million and $42.3 million at December 31, 2020 and 2019,
respectively. Other post-retirement benefits and post-employment benefits were immaterial to the Consolidated Income Statement.
56 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Debt Financing
LINE OF CREDIT AGREEMENTS
At December 31, 2020, the Company had two line of credit agreements available, with a combined commitment amount of $4.5 billion. Both
line of credit agreements remain unused, with the $1.0 billion agreement expiring in March 2021, and the $3.5 billion agreement expiring in
December 2024. The Company intends to renew both line of credit agreements prior to their expiration. The $1.0 billion line of credit
includes a fixed fee of 0.375% on the total commitment, and the $3.5 billion line of credit incurs fees of 0.09% per annum on the total
commitment. Fees and interest rates on the $3.5 billion line of credit are primarily 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 1.9% at December 31, 2020 (based on $265.7 million of foreign
currency bank line borrowings) and 1.9% at December 31, 2019 (based on $242.4 million of foreign currency bank line borrowings and
$899.3 million of commercial paper outstanding).
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, but continues to look for ways to optimize its debt portfolio.
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 used to hedge debt).
In millions of U.S. Dollars
Fixed
Floating
Total U.S. Dollar
Fixed
Floating
Total Euro
Fixed
Floating
Total Australian Dollar
Total British Pounds Sterling - Fixed
Total Canadian Dollar - Fixed
Total Japanese Yen - Fixed
Fixed
Floating
Maturity dates
2021-2050
2021-2031
2024-2029
2032-2054
2021-2025
2030
Interest rates(1)
December 31
2019
4.0 %
2.2
2020
3.9 %
0.9
1.5
2.1
3.4
1.2
4.2
3.1
2.9
0.2
1.9
1.5
2.3
3.4
2.0
4.6
3.1
2.9
0.2
2.2
Amounts outstanding
December 31
2019
$ 19,340.2
2,049.3
21,389.5
8,671.8
337.0
2020
$ 22,734.5
1,150.0
23,884.5
9,453.9
366.5
9,820.4
845.1
230.8
1,075.9
1,156.4
784.9
121.1
451.9
265.7
9,008.8
771.0
210.6
981.6
1,386.3
768.6
115.1
413.8
241.8
Total other currencies(2)
2021-2024
717.6
655.6
Debt obligations before fair value adjustments and deferred debt
costs(3)
Fair value adjustments(4)
Deferred debt costs
Total debt obligations
(1) Weighted-average effective rate, computed on a semi-annual basis.
(2) Consists of Swiss Francs and Korean Won.
37,560.8
34,305.5
35.8
(156.2)
12.1
(140.4)
$ 37,440.4
$ 34,177.2
(3) Aggregate maturities for 2020 debt balances, before fair value adjustments and deferred debt costs, are as follows (in millions): 2021–$2,243.6; 2022–$2,332.2;
2023–$2,643.9; 2024–$3,300.7; 2025–$3,159.6; Thereafter–$23,880.8. These amounts include a reclassification of short-term obligations totaling $268.9 million
to long-term obligations as they are supported by a long-term line of credit agreement expiring in December 2024.
(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 instruments are also recorded at fair value on the Consolidated Balance Sheet.
McDonald's Corporation 2020 Annual Report 57
Share-based Compensation
The Company maintains a share-based compensation plan, which authorizes the granting of various equity-based incentives including stock
options and RSUs to employees and nonemployee directors. The number of shares of common stock reserved for issuance under the plan
was 39.3 million at December 31, 2020, including 24.6 million available for future grants.
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
2020
92.4 $
78.3 $
0.10 $
2019
109.6 $
94.2 $
0.12 $
2018
125.1
108.1
0.14
$
$
$
As of December 31, 2020, there was $121.5 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.
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.
The following table presents the weighted-average assumptions used in the option pricing model for the 2020, 2019 and 2018 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)
Fair value per option granted
2020
2.3 %
19.1 %
1.4 %
5.7
2019
2.7 %
18.9 %
2.5 %
5.8
2018
2.6 %
18.7 %
2.7 %
5.8
$ 29.40
$ 25.60
$ 23.80
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 2020, 2019 and 2018, the total intrinsic value of stock options exercised was $290.4 million, $356.1 million and $364.4 million,
respectively. Cash received from stock options exercised during 2020 was $295.5 million and the tax benefit realized from stock options
exercised totaled $59.3 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, 2020, 2019 and 2018, 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
14.6
1.8
(2.8)
(0.2)
13.4
8.8
Weighted-
average
exercise
price
$ 124.21
214.18
104.58
184.69
$ 139.44
$ 118.46
Weighted-
average
remaining
contractual
life in years
2020
Aggregate
intrinsic
value in
millions
5.8
4.6
$ 1,005.5
$ 843.1
2019
Weighted-
average
exercise
price
$ 113.06
175.17
97.70
154.65
$ 124.21
Shares in
millions
16.6
2.0
(3.6)
(0.4)
14.6
9.2
Shares in
millions
18.9
2.7
(4.5)
(0.5)
16.6
10.0
2018
Weighted-
average
exercise
price
$ 101.55
157.95
89.31
137.08
$ 113.06
58 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
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. The fair value of each RSU granted is equal to the market price of the Company’s stock at date of grant.
Separately, Company executives have been awarded RSUs that vest based on Company performance. For performance-based RSUs, the
Company includes a relative TSR modifier to determine the number of shares earned at the end of the performance period. The fair value of
performance-based RSUs that include the TSR modifier is determined using a Monte Carlo valuation model.
A summary of the Company’s RSU activity during the years ended December 31, 2020, 2019 and 2018 is presented in the following
table:
RSUs
Nonvested at beginning of year
Granted
Vested
Forfeited
Nonvested at end of year
2020
Weighted-
average
grant date
fair value
$ 150.95
201.92
127.99
172.45
$ 176.81
Shares in
millions
1.4
0.6
(0.6)
(0.1)
1.3
Shares in
millions
1.5
0.6
(0.6)
(0.1)
1.4
2019
Weighted-
average
grant date
fair value
$ 132.56
171.48
116.42
153.58
$ 150.95
2018
Weighted-
average
grant date
fair value
$ 107.34
158.28
91.20
132.14
$ 132.56
Shares in
millions
1.6
0.6
(0.6)
(0.1)
1.5
The total fair value of RSUs vested during 2020, 2019 and 2018 was $119.4 million, $111.0 million and $117.9 million, respectively. The
tax benefit realized from RSUs vested during 2020 was $23.6 million.
SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date the financial statements were issued and filed with the SEC. There were no
subsequent events that required recognition or disclosure.
McDonald's Corporation 2020 Annual Report 59
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.
II.
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
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, 2020. 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, 2020, 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, 2020, 2019 and 2018 and the Company’s internal control over financial reporting as of December 31, 2020. 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 23, 2021
60 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of McDonald’s Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of McDonald’s Corporation (the Company) as of December 31, 2020 and
2019, 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, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December
31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,
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) (PCAOB), the
Company's internal control over financial reporting as of December 31, 2020, 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 23, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to
which it relates.
McDonald's Corporation 2020 Annual Report 61
Description of the
Matter
Unrecognized Tax Benefits
As described in the income taxes footnote to the consolidated financial statements, the Company’s unrecognized tax
benefits, which includes transfer pricing matters, totaled $1,479.2 million at December 31, 2020. 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.
Auditing the measurement of unrecognized tax benefits related to transfer pricing used in intercompany transactions
was challenging because the measurement is based on judgmental interpretations of complex tax laws and legal rulings
and because the pricing of the intercompany transactions is based on studies that may produce a range of outcomes
(e.g., the price that would be charged in an arm’s-length transaction).
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the
Company’s process to assess the technical merits and measure unrecognized tax benefits related to transfer pricing
used in intercompany transactions. For example, we tested management’s review of the unrecognized tax benefit
calculations, which included evaluation of the comparable transactions used to determine the ranges of outcomes,
pricing conclusions reached in management’s transfer pricing studies, and the assessment of other third-party
information.
With the assistance of our income tax professionals, we performed audit procedures that included, among others,
evaluating the technical merits of the Company’s position and testing the measurement of unrecognized tax benefits
related to transfer pricing. For example, we assessed the inputs utilized and the pricing conclusions reached in the
transfer pricing studies executed by management, and compared the methods used to alternative methods and industry
benchmarks. We also reviewed the Company’s communications with the relevant tax authorities and any advice
obtained by the Company from third-party advisors. In addition, we used our knowledge of historical settlement activity,
income tax laws, and other market information to evaluate the technical merits of the positions and the measurement of
unrecognized tax benefits related to transfer pricing.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1964.
Chicago, Illinois
February 23, 2021
62 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
The Board of Directors and Shareholders of McDonald’s Corporation
Opinion on Internal Control over Financial Reporting
We have audited McDonald’s Corporation’s internal control over financial reporting as of December 31, 2020, 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). In our opinion, McDonald’s Corporation (the Company) maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of McDonald’s Corporation as of December 31, 2020 and 2019, 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, 2020,
and the related notes and our report dated February 23, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’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 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Chicago, Illinois
February 23, 2021
McDonald's Corporation 2020 Annual Report 63
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 that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”))
as of December 31, 2020. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures
were effective as of such date to provide reasonable assurances that information required to be disclosed by the Company in the reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms, and is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure.
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, 2020 that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
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 the consolidated financial statements.
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, 2020. 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)
14,672,813 (1)
—
14,672,813
(b)
$ 142.81
—
$ 142.81
(c)
24,630,227
—
24,630,227
(1)
Includes 802,380 stock options granted under the McDonald’s Corporation 2001 Omnibus Stock Ownership Plan and 12,545,811 stock options and 1,324,622
restricted stock units granted under the McDonald's Corporation Amended and Restated 2012 Omnibus Stock Ownership Plan.
Additional matters are incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than
120 days after December 31, 2020.
64 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
Exhibits and Financial Statement Schedules
a.
(1) All financial statements
Consolidated financial statements filed as part of this report and are included on pages 38 through 59 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
Exhibit Number
Description
(3)
(a) Restated Certificate of Incorporation, effective as of May 23, 2019, incorporated herein by reference from Exhibit 3(a)
of Form 10-Q (File No. 001-05231), filed August 6, 2019.
(b) By-Laws, as amended and restated with effect as of December 6, 2019, incorporated herein by reference from Exhibit
3 of Form 8-K (File No. 001-05231), filed December 10, 2019.
(4)
Instruments defining the rights of security holders, including Indentures:*
(a) Senior Debt Securities Indenture, dated as of October 19, 1996, incorporated herein by reference from Exhibit
(4)(a) of Form S-3 Registration Statement (File No. 333-14141), filed October 15, 1996.
(b) Subordinated Debt Securities Indenture, dated as of October 18, 1996, incorporated herein by reference from Exhibit
(4)(b) of Form S-3 Registration Statement (File No. 333-14141), filed October 15, 1996.
Description of Securities, incorporated herein by reference from Exhibit 4(c) of Form 10-K (File No. 001-05231), filed
February 26, 2020.
(c)
(10)
Material Contracts
(a) Directors' Deferred Compensation Plan, amended and restated effective as of May 26, 2016, incorporated herein by
reference from Exhibit 10(a)(i) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2016.**
(b) McDonald’s Deferred Compensation Plan, effective January 1, 2017, incorporated herein by reference from Exhibit
10(b) of Form 10-K (File No. 001-05231), for the year ended December 31, 2016.**
(i)
First Amendment to the McDonald's Deferred Compensation Plan, effective as of May 1, 2018, incorporated
herein by reference from Exhibit 10(b)(i) of Form 10-Q (File No. 001-05231), for the quarter ended September
30, 2018.**
(c) McDonald's Amended and Restated Deferred Compensation Plan, effective as of May 26, 2020, incorporated herein
by reference from Exhibit 10(c) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2020.**
(d) 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.**
(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 Amended and Restated 2012 Omnibus Stock Ownership Plan, effective May 21, 2020,
incorporated herein by reference from Exhibit 10(g) of Form 10-Q (File No. 001-05231), for the quarter ended June
30, 2020.**
McDonald's Corporation 2020 Annual Report 65
(h) 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.**
(i)
(j)
Form of 2013 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.**
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.**
(k) Form of Executive Confidentiality, Intellectual Property and Restrictive Covenant Agreement, incorporated herein by
reference from Exhibit 10(o) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2017.**
(l)
Form of 2018 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan,
incorporated herein by reference from Exhibit 10(q) of Form 10-Q (File No. 001-05231), for the quarter ended March
31, 2018. **
(m) Form of 2018 Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012
Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No.
001-05231), for the quarter ended March 31, 2018. **
(n) Separation Agreement and General Release between Douglas Goare and the Company, dated January 7, 2019,
incorporated herein by reference from Exhibit 10(r) of Form 10-K (File No. 001-05231), for the year ended December
31, 2018.**
(o) McDonald's Corporation Target Incentive Plan, effective as of January 1, 2013, as Amended and Restated February
13, 2019, incorporated herein by reference from Exhibit 10(p) of Form 10-Q (File No. 001-05231), for the quarter
ended March 31, 2019.**
(p) McDonald's Corporation Officer Severance Plan, as Amended and Restated, effective January 1, 2019, incorporated
herein by reference from Exhibit 10(q) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2019.**
(q) Form of 2019 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan,
incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No. 001-05231), for the quarter ended March
31, 2019.**
(r)
Form of 2019 Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012
Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(s) of Form 10-Q (File No.
001-05231), for the quarter ended March 31, 2019.**
(s) Separation Agreement and General Release between Stephen Easterbrook and the Company, dated October 31,
2019, incorporated herein by reference from Exhibit 10.1 of Form 8-K (File No. 001-05231), filed November 4, 2019.
(t) Separation Agreement and General Release between Silvia Lagnado and the Company, dated August 14, 2019,
incorporated herein by reference from Exhibit 10(t) of Form 10-Q (File No. 001-05231), for the quarter ended June 30,
2020.**
(u) Separation Agreement and General Release between Silvia Lagnado and the Company, dated October 31, 2019,
incorporated herein by reference from Exhibit 10(u) of Form 10-Q (File No. 001-05231), for the quarter ended June
30, 2020.**
(v) Separation Agreement and General Release between Jerome N. Krulewitch and the Company, dated October 13,
2020, filed herewith.**
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
(101.SCH)
Inline XBRL Taxonomy Extension Schema Document.
(101.CAL)
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
(101.DEF)
Inline XBRL Taxonomy Extension Definition Linkbase Document.
(101.LAB)
Inline XBRL Taxonomy Extension Label Linkbase Document.
(101.PRE)
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
66 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 Annual Report
(104)
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL 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.
McDonald's Corporation 2020 Annual Report 67
Form 10-K Cross-Reference Index
Page reference
Part I
Part II
Part III
Part IV
Item 1
Item 1A
Item 1B
Item 2
Item 3
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pages 3-7, 9
Risk Factors and Cautionary Statement Regarding Forward-Looking Statements . . . .
Pages 3, 29-35
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Not applicable
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 36
Page 35
Item 4
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Item Information About our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Not applicable
Page 36
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
Item 15
Item 16
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 28
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 26
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pages 3-37
Pages 22-24
Pages 38-59
Not applicable
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 64
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Not applicable
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . .
Page 36, (a)
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a)
Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 64
(a)
(a)
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pages 65-67
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Not applicable
Signatures
Page 69
(a) - Incorporated herein by reference from the Company's definitive proxy statement, which will be filed no later than 120 days after
December 31, 2020.
68 McDonald's Corporation 2020 Annual Report
McDonald's Corporation 2020 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 23, 2021
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 23rd day of February, 2021:
By
By
By
By
By
By
By
/s/ Lloyd H. Dean
Lloyd H. Dean
Director
/s/ Robert A. Eckert
Robert A. Eckert
Director
/s/ Catherine M. Engelbert
Catherine M. Engelbert
Director
/s/ Margaret H. Georgiadis
Margaret H. Georgiadis
Director
/s/ Enrique Hernandez, Jr.
Enrique Hernandez, Jr.
Chairman of the Board and Director
/s/ Catherine Hoovel
Catherine Hoovel
Corporate Vice President – Chief Accounting Officer
(Principal Accounting Officer)
/s/ Christopher J. Kempczinski
Christopher J. Kempczinski
President, Chief Executive Officer and Director
(Principal Executive Officer)
By
By
By
By
By
By
By
/s/ Richard H. Lenny
Richard H. Lenny
Director
/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/ Paul S. Walsh
Paul S. Walsh
Director
/s/ Miles D. White
Miles D. White
Director
McDonald's Corporation 2020 Annual Report 69
Separation Agreement and General Release
Thank you for over 19 years of contributions to the McDonald’s system. This Agreement sets forth the terms of your
separation from employment with McDonald’s (also referred to as “the Company”). Throughout this Agreement, the
term “McDonald’s” or the “Company” includes McDonald’s Corporation, McDonald’s USA, LLC, all of their respective
subsidiaries, affiliates and related entities and companies, and their current and former directors, officers, agents,
employees and attorneys, trustees and other fiduciaries, and all successors and assigns of all of the foregoing. If you
understand and agree with these terms, please sign in the space provided below. If you and the Company sign below
(and you do not revoke this Agreement as provided below), this will be a legally binding document representing the
entire agreement between you and the Company regarding the subjects it covers. We will refer to this document as
the “Agreement.”
1.
Retirement Date. Your last day of employment with the Company shall be mutually agreed upon by and
between you and the Corporate Executive Vice President – Global Chief People Officer, and in no event shall
such date be prior to February 18, 2021 (the “Termination Date”). As a condition to the Company’s obligations
under this Agreement, you will provide any transition services necessary to facilitate a smooth transition of your
job responsibilities, and perform such other duties and responsibilities as reasonably requested by the
Company through the Termination Date, taking into account your ability to do so in light of your diagnosis and
based upon the advice of your physician. Effective as of the Termination Date, you will resign, or will have
resigned, from all positions at the Company (and as a fiduciary of any benefit plan of the Company), and you
shall be deemed to have resigned as of no later than the Termination Date. You will execute such additional
documents as requested by the Company to evidence the foregoing.
2.
Consideration. In recognition of your past service to the Company, as consideration for the mutual promises
and covenants set forth herein, and subject to your continued compliance with the terms and conditions set
forth in this Agreement, the Company will provide:
a.
b.
c.
Eight (8) weeks’ base salary representing your earned sabbatical consistent with Company policy. The
Company will make that payment to you after six (6) months have elapsed from your separation from
service, as such term is defined by the Internal Revenue Service, in accordance with Section 409A of
the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Section 409A”),
which date may occur prior to the Termination Date (“Separation from Service”), if you do not revoke the
Agreement after executing and re-executing it as provided below;
You are eligible for Target Incentive Plan (“TIP”) award payment, consistent with the TIP plan and any
administrative requirements thereunder, if any is earned based on Company performance; and
Following your Termination Date, if you are eligible for and timely elect coverage under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”), the cost of your medical benefits under COBRA, minus
the cost of coverage for an active employee at level of Executive Vice President, for a period of 18
months, beginning in the month following your Termination Date. You will only be able to take the
COBRA coverage if you pay the applicable employee cost on a monthly basis, and otherwise continue
to remain eligible for COBRA. McDonald’s will not withhold your share of these costs from any cash
amounts owed to you. After the applicable 18-month period, you will be responsible for the full cost of
any remaining COBRA coverage at the rate charged for non-subsidized COBRA coverage.
Other Payments. All other pay earned by you including any accrued but unused vacation, personal days, and
floating holidays as of your Termination Date, will be paid to you in accordance with the terms of the applicable
plans and otherwise as required pursuant to applicable law. All payments to you, as set forth in this
Agreement, will be issued in accordance with, and subject to any withholding required by, all local, state, and
federal laws.
Benefits Treatment. In the event that you qualify for short-term disability leave, in accordance with Company
policy, you will continue to receive all current benefits through your Termination Date, and in the event you
qualify for long-term disability leave, you will be entitled to all of the benefits provided for in the relevant
McDonald’s benefit plan documents and polices, including specifically the Long-Term disability plan document.
Unless otherwise provided below, your termination date for purposes of McDonald’s benefits programs,
including but not limited to the 401(k) Plan, Long Term Incentive Plans and the McDonald’s welfare plans, such
as the Health (medical, dental vision), Group Insurance and Spending Account Plans, shall be determined in
accordance with the terms of
3.
4.
the applicable plan and awards. For information on continuing Health or Healthcare Spending Account Plans
through COBRA, see below. If there are any discrepancies between this Agreement and the official benefit
plan documents, the official plan documents will govern. McDonald’s reserves the right, in its sole discretion,
to change or discontinue its benefit programs at any time, with or without prior notice.
5.
6.
Continuation of Health Coverage. You will receive information, under separate cover, regarding your rights
under COBRA to a temporary extension of your group health coverage, as well as timeframes necessary for
continuations, conversions and/or distribution of benefits under the Company’s benefit programs after your
Termination Date and otherwise in accordance with the terms thereof.
Stock Options and Restricted Stock Units. All stock option and restricted stock unit (RSU) awards held by
you shall be treated in accordance with the terms of the McDonald’s Corporation 2012 Omnibus Stock
Ownership Plan, as amended, and the applicable stock option or RSU award agreement (collectively, the
“Grant Materials”). Notwithstanding anything to the contrary in this Agreement, for purposes of your stock
options, your reason for termination is Termination of Employment with at Least 68 Years of Combined Age
and Company or Affiliate Service and for purposes of your RSUs, your reason for Termination of Employment
is Disability, which shall constitute a “disability” for purposes of Section 409A. Notwithstanding anything set
forth herein to the contrary, the Company reserves the right to terminate your employment for “Cause” between
the date hereof and the Termination Date or deem your employment to have been terminated for “Cause” if
facts or circumstances are discovered following the Termination Date that would have given rise to grounds for
a termination of employment by the Company for “Cause” had such facts or circumstances been known prior
to the Termination Date.
Your stock options and RSUs will be treated in accordance with the applicable provisions in the Grant
Materials, as summarized below.
Stock Options
Pursuant to the terms of the Grant Materials, you will be permitted to exercise your outstanding stock option
awards as provided in the chart below.
Options Granted
Options That May be Exercised
Last Date to Exercise
(If the last date to exercise is a
weekend or a US holiday, the last
date will be the previous business
day.)
All outstanding stock
options will become vested
Options will become exercisable
pursuant to their original vesting
schedule
The Expiration Date of each respective
grant (which is the 10th anniversary of
the grant date)
Restricted Stock Units (RSUs)
Pursuant to the terms of the Grant Materials, your RSUs will be treated as follows:
RSUs Granted
Vesting Schedule
All outstanding RSU awards
All RSUs (and any corresponding Dividend
Equivalents, if applicable) will vest in full as a result of
your Disability, without regard to the performance
conditions, and will be settled in accordance with the
Grant Materials provisions applicable to a Disability
that constitutes a “disability” for purposes of Section
409A
For the avoidance of doubt, upon your respective Termination Date and Separation from Service, you shall
receive the treatment provided in Grant Materials consistent with reason for separation as provided in this
Section 6,
7.
8.
9.
10.
11.
however, in the event of a conflict between any other terms of this document and the relevant Grant Materials,
the Grant Materials will prevail.
Officer Financial Planning. After your Termination Date, you have three (3) months (or until the end of the
calendar year in which the Termination Date occurs, if earlier) to complete your financial planning and submit
any expenses for reimbursement for the calendar year in which your Termination Date occurs.
Officer Annual Physical. You will be eligible to receive your annual executive physical for calendar year
2021, and any future years, in accordance with and as provided by the terms of the Executive Physical
Program, provided your physical is completed within six months of your Termination Date. Executive Physicals
completed after your Termination Date are considered taxable income to you.
Retirement Transition Counseling. You are eligible to receive Retirement Counseling Services in
accordance with the terms of the program, unless you already used the program. McDonald’s may amend or
discontinue this program at any time in its sole discretion, even after you have satisfied the eligibility
requirements and/or begun your counseling sessions.
Resignations. I hereby agree to tender my resignation in a timely manner as requested by the Company for
any and all officer and director positions that I hold with a McDonald’s group company.
Release of Claims. In exchange for the payment(s) and benefit(s) described in this Agreement, you agree to
waive, as of the date hereof and again by re-executing this agreement in the space provided on the signature
page hereto for such re-execution on a date that is no later than fifteen (15) days following the Termination
Date, to the fullest extent permitted by law, all claims available under federal, state or local law against the
Company and the directors, officers, employees, and agents of the Company arising out of your employment
with the Company or the termination of that employment, including but not limited to all claims arising under
the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1866, the
Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Worker
Adjustment and Retraining Notification Act (WARN), the Genetic Information Non-Discrimination Act, the
Family and Medical Leave Act, Section 1981 of U.S.C, Title VII of the Civil Rights Act of 1964, the Uniformed
Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, the Immigration Reform
Control Act, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Lilly
Ledbetter Fair Pay Act of 2009, any state or federal consumer protection and/or trade practices act, the Illinois
Human Rights Act, the Illinois Equal Pay Act, the Illinois Wages of Women and Minors Act, the Illinois
Occupational Safety and Health Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois
One Day Rest in Seven Act, the Illinois Religious Freedom Restoration Act, the Illinois Whistleblower Act, the
anti-retaliation provisions of the Illinois Workers Compensation Act, the Illinois Wage Payment and Collection
Act, the Illinois Minimum Wage law, the Illinois Family Military Leave Act, the Illinois Nursing Mothers in the
Workplace Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Union Employee Health and
Benefits Protection Act, the Illinois Employment Contract Act, the Illinois Labor Dispute Act, and the Illinois
Victims’ Economic Security and Safety Act, as well as wrongful termination claims, breach of contract claims,
discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they
may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and
costs. You understand that you are not waiving your right to vested benefits under the written terms of the
Company’s 401(k) Plan, claims for unemployment or workers’ compensation benefits, claims to enforce this
Agreement including the use of this Agreement as evidence, any medical claim incurred during your
employment that is payable under applicable medical plans or an employer-insured liability plan, rights as
current and former Company Officer under Indemnification and hold harmless provisions of the Company
Bylaws or elsewhere, claims arising after the date on which you sign this Agreement, your right to appeal
decisions denying benefits or the existence of a short term or long term disability, or claims that are not
otherwise waivable under applicable law.
You agree that this Agreement provides benefits to you that are above and beyond anything to which you are
otherwise entitled. This release does not include any claims that may not be released by law, and this release
does not waive claims or rights that arise after the dates on which you execute and then re-execute this
Agreement. Further, this release will not prevent you from doing either of the following:
a. Obtaining unemployment compensation, which the Company will not contest, state or Company
disability insurance and disability related benefits, or workers’ compensation benefits from the
appropriate state agency in which you live and work, provided you satisfy the legal requirements for
such benefits; nothing in this Agreement, however, guarantees or otherwise constitutes a
representation of any kind that you are entitled to such benefits; or
b. Asserting any right you have that is created or preserved by this Agreement, such as your right to
receive the payments and benefits set forth above, or to continue at your own cost group medical
coverage under COBRA.
12. Medicare Disclaimer. You represent that you are not a Medicare Beneficiary as of the time you enter into this
Agreement. To the extent that you are a Medicare Beneficiary, you agree to contact a Company Human
Resources Representative for further instruction.
13.
Reports to Government Entities and No Interference with Rights. Nothing in this Agreement, including the
Release of Claims, restricts or prohibits you from initiating communications directly with, responding to any
inquiries from, providing testimony before, providing confidential information to, reporting possible violations of
law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory
authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission
(“EEOC”), the Department of Labor (“DOL”), the National Labor Relations Board (“NLRB”), the Department of
Justice (“DOJ”), the Securities and Exchange Commission (“SEC”), the Congress, and any agency Inspector
General (collectively, the “Regulators”), or from making other disclosures that are protected under the
whistleblower provisions of state or federal law or regulation. You also understand that this Agreement does
not prohibit you from making any truthful statements or disclosures required by law, regulation or legal process
or requesting or receiving confidential legal advice regarding this Agreement before it is executed. Additionally,
you understand that nothing in this Agreement waives your right to testify in an administrative, legislative, or
judicial proceeding concerning alleged criminal conduct, alleged unlawful employment practices, or alleged
discrimination or harassment regarding the Company, its agents, or employees, when you have been required
or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or
the legislature. You do not need the prior authorization of the Company to engage in such communications,
respond to such inquiries, provide confidential information or documents to the Regulators, or make any such
reports or disclosures to the Regulators. You are not required to notify the Company that you have engaged in
such communications with the Regulators.
However, you are waiving your right to receive any personal monetary relief resulting from such claims,
regardless of whether you or another party has filed them, and in the event you obtain such monetary relief,
the Company will be entitled to an offset for the payments made pursuant to this Agreement, except where
such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. §§
1514A). Notwithstanding the forgoing, this Agreement does not prohibit you from accepting any award issued
to you by the SEC as a reward for providing information to that agency, or under any state or federal bounty
program.
14.
No Other Amounts Due. You acknowledge and agree that as of the date of the re-execution of this
Agreement following the Termination Date you: (i) will have received all salary and benefits due to you to date;
(i) have taken any family and medical leave prior to the date hereof to which you are entitled under applicable
federal, state, and local law (it being understood that you remain entitled to make a claim for disability benefits
under any applicable Company policy with respect to any medical condition arising prior to the Termination
Date); and (ii) have not experienced any work-related injury or illness for which you have not already filed a
claim. All pay earned by you and due to have been paid as of the date of this Agreement and again upon its
re-execution as required by Sections 11, 33 and 34 hereof, as applicable, including but not limited to any
vacation pay due, has been paid or is included in the amounts referred to in Sections 2 and 3 above.
15.
Neutral Reference. McDonald’s agrees to provide a neutral reference (providing only dates of employment
and positions held) to any reference requests by parties outside McDonald’s, provided that all reference
requests are directed only to The Work Number at www.theworknumber.com or 1-800-367-5690. McDonald’s
is not responsible for statements or references given by any other McDonald’s personnel.
16.
Representations.
a.
b.
You hereby represent and warrant that you have not knowingly violated or caused the Company to
violate any federal, state or local laws; and you acknowledge: (i) it is Company policy to encourage
reporting internally any actual or potential violations of any federal, state or local laws by the Company;
and (ii) no one interfered with your ability to do so during your employment. You further represent you
have had the opportunity to raise any safety concerns, safety complaints, or whistleblower activities
against the Company, and no one has interfered with your opportunity to raise any safety concerns,
safety complaints, or whistleblower activities during your employment.
The Company hereby acknowledges and agrees that as of the date hereof it is not aware of any fact or
circumstance that would permit the Company to terminate your employment for “Cause” (as defined in
the Amended and Restated 2012 Omnibus Stock Ownership Plan).
17.
Duty of Cooperation Post-Termination. In keeping with your then current professional and personal
obligations, you agree to continue to cooperate fully and in a timely manner with the Company and its counsel
following your Termination Date with respect to any matter (including, without limitation, any litigation,
investigation or governmental proceeding) which relates to anything you may have knowledge or information
about through your employment with the Company. This cooperation may include appearing from time-to-time
for conferences and interviews and providing the officers of the Company and its counsel with the full benefit of
your knowledge with respect to any such matter. The Company will reimburse you for reasonable out-of-
pocket costs and expenses and will endeavor to set meeting times that are mutually agreeable. If cooperation
exceeds one day per month, including travel, the Company will pay your current hourly rate.
18.
Governing Law. This Agreement shall be governed by the laws of Delaware.
19.
Limits on Adverse Comments and Publications. Except as provided in the Reports to Government Entities
and No Interference with Rights Section above, you agree to refrain from all conduct, verbal or otherwise
(including but not limited to postings on the internet and/or on any social media outlet, such as Twitter and
Facebook) that disparages or damages or could disparage or damage the reputation, goodwill, or standing in
the community of McDonald’s, its past or current parents, subsidiaries or joint ventures, or any of its or their
past or present officers, directors or employees. Without limiting the generality of the foregoing, you further
agree that, you shall not, for three (3) years following your Termination Date, publish any articles or books
about McDonald’s, its business, or any McDonald’s employee, or grant an interview to any representative of
the public media, without the prior written consent of McDonald’s acting General Counsel. Please contact
Carrie Reuter (or their successor), c/o McDonald’s Corporation, 110 North Carpenter Street, Dept. #146,
Chicago, IL 60607, to request such written consent. You agree that the requirements and obligations in this
Section serve you as well as the Company in ensuring an amicable separation between the parties. You
further agree and understand that this Agreement does not prohibit you from making truthful statements or
disclosures regarding unlawful employment practices and that this Agreement does not, in any way, restrict or
impede you from exercising your rights under Section 7 of the National Labor Relations Act or exercising other
protected rights to the extent that such rights cannot be waived by agreement. The Company agrees to direct
non-employee Directors and Executive Officers to refrain from any communication, verbal or written (including
but not limited to postings on the internet and/or on any social media outlet, such as Twitter and Facebook)
that directly disparages and damages your reputation for integrity and/or competence, and negatively affects
your standing in the professional or civic community, provided, however, truthful communications, verbal or
written, relating to the Company’s legal or business matters shall not be limited by this provision.
20.
License to Right of Publicity. You hereby grant to McDonald’s the irrevocable, unrestricted worldwide right
to use, publish, display, broadcast, edit, modify and distribute materials bearing your name, voice, image,
likeness, music, statements attributable to you or any other identifiable representation of you in connection with
or related to your employment with McDonald’s (collectively, “your Likeness”) in any form, style, color or
medium whatsoever now existing or developed in the future. You agree that all materials containing your
Likeness which currently exist are and shall remain the sole and exclusive property of McDonald’s, and you
hereby assign any proprietary right you may have in such materials to McDonald’s. You hereby release and
forever discharge McDonald’s from any and all
21.
22.
liability, claims and damages relating to the use of your Likeness and you waive any right you may have to
inspect or approve the finished materials or any part or element thereof that incorporates your Likeness.
Assignment of Intellectual Property. You hereby fully and irrevocably assign to McDonald’s all of your right,
title and interest in and to any and all confidential information, works of authorship, inventions, trade secrets,
ideas, improvements, discoveries, developments, devices, methods, processes, software, designs, reports,
trademarks, trade names, service marks, logos and trade dress (collectively, “Intellectual Property”), and all
proprietary and intellectual property rights with respect thereto (collectively, “Proprietary Rights”), whether or
not patentable or registrable under trademark, copyright or other statutes, made or conceived or reduced to
practice by you as a result of your employment with McDonald’s, either alone or jointly with others, during the
period of your employment with McDonald’s. You acknowledge that all original works of authorship which are
made by you, solely or jointly with others, within the scope of your employment and which are protectable by
copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C.,
Section 101), and that even if it should be determined that such works do not qualify as “works made for hire,”
all of your right, title and interest thereto is nonetheless assigned to McDonald’s by virtue of this Agreement.
All Intellectual Property shall be owned by McDonald’s irrespective of any copyright notices or confidentiality
legends to the contrary. You agree to promptly disclose to the Company and hold in trust for the sole right,
benefit and use of the Company any such Intellectual Property, and to promptly execute any and all
declarations, assignments, applications and other instruments which McDonald’s shall deem necessary to
apply for and obtain patents and copyright registrations in any country or otherwise to protect McDonald’s
interests in the Intellectual Property. Furthermore, any assignment to McDonald’s of Intellectual Property
includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal and any other rights
throughout the world that may be known as or referred to as rights of “droit moral” or “moral rights” and/or any
similar rights or principles of law that you may have in any Intellectual Property (collectively, “Moral Rights”).
To the extent that such Moral Rights are not assignable under applicable law, you hereby waive and agree not
to enforce any and all such Moral Rights, including, without limitation, any right to identification of authorship or
limitation on subsequent modification. You acknowledge that McDonald’s shall have the full and free right to
do or not to do whatever it desires with respect to the Intellectual Property, including without limitation, the right
to utilize or not utilize the same, the right to file or not file a patent application and the right to license or sell the
same, upon such terms as it may desire, with or without compensation. You recognize that this Agreement
does not require assignment of: (i) any Intellectual Property that you made or conceived prior to the
commencement of your employment with McDonald’s (which, to preclude any possible uncertainty, you have
listed on Attachment A attached hereto); or (ii) any Intellectual Property that you develop entirely on your own
time without using McDonald’s equipment, supplies, facilities, or trade secret information except for that
Intellectual Property which either: (a) relates at the time of conception or reduction to practice to McDonald’s
business, or actual or demonstrably anticipated research or development of McDonald’s; or (b) results from
any work performed by you for McDonald’s. The provisions of this Section shall be binding upon you and your
heirs, executors and administrators.
Non-Compete. You acknowledge that McDonald’s is engaged in a highly competitive business and has a
compelling business need and interest in preventing release or disclosure of its confidential, proprietary and
trade secret information as defined in this Agreement. Moreover, you acknowledge that McDonald’s has highly
valuable, long-term and near permanent relationships with certain customers, suppliers, manufacturers,
franchisees, employees and service organizations which McDonald’s has a legitimate interest in protecting and
that you, by virtue of your position with McDonald’s, had, have and will continue to have access to these
customers, suppliers, manufacturers, franchisees, employees and service organizations as well as the
confidential, proprietary and trade secret information as defined in this Agreement. You also acknowledge that
McDonald’s has invested substantial time, money and other resources in building and maintaining good will,
reputation and a valuable brand and system. You acknowledge and agree that, in performing services for
McDonald’s, you were placed in a position of trust with McDonald’s and that, because of the nature of the
services provided by you to McDonald’s, Confidential Information will become engrained in you, so much so
that you would inevitably or inadvertently disclose such information in the event you were to provide similar
services to a competitor of McDonald’s. As such, you agree and covenant that from and after the date hereof
and for a period of eighteen (18) months following your Termination Date: (A) you shall not either directly or
indirectly, alone or in conjunction with any other party or entity, perform any services, work or consulting for one
or more Competitive Companies anywhere in the world. “Competitive Companies” shall mean any company in
the ready-to-eat restaurant industry that competes with the business of McDonald’s,
including any business in which McDonald’s engaged during the term of your employment and any business
that McDonald’s conducting at the time of the your termination of employment. Examples of Competitive
Companies include, but are not limited to: YUM Brands, Inc. (including but not limited to Taco Bell, Pizza Hut
and Kentucky Fried Chicken and all of YUM Brands, Inc.’s subsidiaries), Quick Service Restaurant Holdings
(and all of its brands and subsidiaries), Burger King/Hungry Jacks, Wendy’s, Culver’s, In-N-Out Burger, Sonic,
Hardee’s, Checker’s, Arby’s, Long John Silver’s, Jack-in-the-Box, Popeye’s Chicken, Chick-fil-A, Domino’s
Pizza, Chipotle, Q-doba, Panera Bread, Papa John’s, Potbelly, Raising Cane’s, Subway, Quiznos, Dunkin’
Brands, Seven-Eleven, Tim Horton’s, Starbucks, Peet’s Coffee, Jamba Juice, BoJangle’s, WaWa, Five Guys,
Denny’s and their respective organizations, partnerships, ventures, sister companies, franchisees, affiliates or
any organization in which they have an interest and which are involved in the ready-to-eat restaurant industry
anywhere in the world, or which otherwise compete with McDonald’s. You agree to consult with the Executive
Vice President of Human Resources, or his/her successor, for clarification as to whether or not McDonald’s
views a prospective employer, consulting client or other business relationship of you may have or have had in
the ready-to-eat industry not listed above as a Competitive Company; and (B) you shall not perform or provide,
or assist any third party in performing or providing, Competitive Services anywhere in the world, whether
directly or indirectly, as an employer, officer, director, owner, employee, partner or otherwise, of any person,
entity, business, or enterprise. For the purposes of this restriction, “Competitive Services” means the design,
development, manufacture, marketing or sale of a product, product line or service that competes with any
product, product line or service of McDonald’s as they presently exist or as may be in existence or
development on Executive’s Termination Date. You agree that you will notify McDonald’s prior to engaging in
any way with a competitor of McDonald’s, and you further acknowledge and agree that McDonald’s may
contact the subsequent employer and reveal the terms of this Agreement. This Section is not meant to prevent
you from earning a living or fostering your career, but rather to prevent any competitive business from gaining
any unfair advantage from your knowledge of McDonald’s Confidential Information, trade secrets and/or
proprietary information. Nothing in this non-compete shall be construed to restrict the right of a lawyer to
provide legal services for another company, provided that a lawyer who has formerly represented McDonald’s
may not thereafter represent another company in a matter that is the same or substantially related to a matter
in which the lawyer represented McDonald’s and in which the other company’s interests are materially adverse
to McDonald’s interests, and may not use or disclose confidential information obtained while employed by
McDonald’s. For the avoidance of doubt, nothing in this Agreement precludes you from serving on the Board
of Directors of a company that does not provide Competitive Services.
23.
No Solicitation. In consideration of the valuable benefits you are receiving by virtue of executing this
Agreement (which you expressly agree is sufficient consideration for the promises contained herein) and in
light of McDonald’s legitimate business interests as set forth in Section 22 above, you agree that from and after
the date hereof and for a period of two (2) years from your Termination Date, you will not directly or indirectly
solicit for employment any salaried employee of McDonald’s with whom you had material business contact or
about whom you had Confidential Information (as that term is defined below), whether employed at the
corporate office or in the field. This restriction includes, but is not limited to, all officers of McDonald’s. You
also agree that from and after the date hereof and for a period of two (2) years from your Termination Date,
you will not directly or indirectly induce any vendor, supplier, franchisee, consultant, independent contractor or
partner of McDonald’s to reduce or curtail its relationship with McDonald’s. Additionally, you agree not to
release names of any McDonald’s salaried employees to recruiters, headhunters or employment agencies.
Any person described in this Section shall be deemed covered by this Section while so employed or retained
by McDonald’s and for a period of two (2) years thereafter. This Section shall not apply to employees based in
California.
24.
Protecting the Company’s Confidential Information. You understand that in the course of your
employment, you received the Company’s Confidential Information (as defined below). You agree:
a.
b.
to treat all Confidential Information as strictly confidential;
not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or
allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or
person whatsoever not having a need to know and authority to know and use the Confidential
Information in connection with the business of the Company and, in any event, not to anyone outside of
the direct employ of the Company without consent of an authorized officer acting on behalf of the
Company; and
c.
not to access or use any Confidential Information, and not to copy any documents, records, files, media
or other resources containing any Confidential Information, or remove any such documents, records,
files, media or other resources from the premises or control of the Company without the prior consent of
an authorized officer acting on behalf of the Company.
You can disclose Confidential Information as required by applicable law or regulation, or pursuant to the valid
order of a court of competent jurisdiction or an authorized government agency, such as the SEC, provided that
the disclosure does not exceed the extent of disclosure required by such law, regulation or order. You agree
that you will provide the Company with immediate written notice of such an order, to the extent permitted by
law, but you do not need permission from the Company to respond.
You understand and acknowledge that your obligations under this Agreement with regard to any particular
Confidential Information starts now and continues during and after your separation from employment with the
Company, for any reason, whether with or without cause, at the option of the Company or you, with or without
notice, until the Confidential Information has become public knowledge through no wrongful act or omission by
you.
You understand and acknowledge that this Confidential Information and the Company’s ability to reserve it for
the exclusive knowledge and use of the Company is of great competitive importance and commercial value to
the Company, and that if you improperly use or disclose the Confidential Information, you can cause the
Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with
third parties, civil damages and criminal penalties. Unauthorized use or disclosure of the Confidential
Information shall be deemed a material breach of this Agreement.
The term “Confidential Information” means any and all confidential and/or proprietary knowledge, data or
information of the Company. By way of illustration, but not limitation, “ Confidential Information” includes (i)
trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs,
marketing innovations (including brand names, taglines and logos), other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques (collectively referred to as “Inventions”); (ii)
client lists and information, including the terms of contracts and arrangements with and proposals to
Company’s clients and prospective clients (collectively “Clients”); (iii) terms of agreements with franchisees
and developmental licensees; (iv) customer lists, personal data, financial data and other information obtained
from customers of the Company and Company’s affiliates, franchisees and developmental licensees
(“McDonald’s System Parties”); (v) non-public pricing information, vendor prices and lists, buying and pricing
strategies and merchandise plans, including the terms of contracts and arrangements with vendors, service
providers or suppliers to the McDonald’s System Parties; (vi) promotional, marketing and advertising strategies
and plans, including information about projects in development and the terms of contracts and arrangements
relating to promotions, marketing and advertising (including arrangements with athletes and other third
parties); (vii) non-public financial and statistical information relating to the Company, its business, the
businesses of its Clients and the businesses of the McDonald’s System Parties, including budgets, financial
and business forecasts, expansion plans and business strategies; (viii) information regarding the skills,
performance and compensation of other employees, contractors and consultants of the Company; and (ix) any
information received from third parties for which the Company may owe a duty to maintain confidential or use
solely for limited purposes.
25.
26.
Defend Trade Secrets Act (“DTSA”) Notice. Federal law provides criminal and civil immunity from federal
and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a
court, or a government official in certain confidential circumstances that are set forth at 18 U.S.C. Secs.
1883(b)(1) and 1833(b)(2) related to the reporting or investigation of a suspected violation of the law or in
connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Return of Records and Equipment and Authorization of Deductions. On or by your Termination Date, you
will return to McDonald’s and will not maintain originals or copies in your possession of all documents
(including electronic documents), manuals, office equipment (including, but not limited to, any computers,
credit cards and other things belonging to McDonald’s, but you shall be entitled to retain your cellular phone
after the Company has taken any necessary action to capture the necessary information), which you have
borrowed or which you possess or control. You hereby expressly authorize McDonald’s to deduct from your
severance pay: (i) any money owed
27.
28.
29.
30.
31.
McDonald’s as a result of items which are not returned or personal charges on a corporate credit card, or for
loans or advances you have received and which remain unpaid, if you agreed to allow such deductions at the
time the loans or advances were made; and (ii) any statutory deductions, including those pursuant to a court
order, levy, lien, or an administrative proceeding. Any such deductions will be reflected and itemized on the
applicable paystub. If you have any questions regarding any of those deductions, you can direct those to the
Service Center at 1-877-623-1955.
Remedies for Breach and Intent of Parties Concerning Restrictive Covenants. Without limiting any other
rights or remedies McDonald’s may have, McDonald’s reserves the right to enforce any and all rights and
obligations it has under the Grant Materials. Furthermore, should a court of competent jurisdiction find that you
have breached any portion of the provisions of this Agreement, McDonald’s may seek remedies, which will
include, but not be limited to: (i) recovery of any consideration you have received prior to the date of breach
pursuant to this Agreement; (ii) injunctive relief; and (iii) any additional damages suffered by McDonald’s and
granted by the court as a result of said breach. In addition, McDonald’s reserves the right to suspend any
payments or other consideration due to you under this Agreement that has not been paid at the time it
determines there is a breach and will not be required to resume or otherwise release such payments until there
is a ruling from the court determining what if any damages should be awarded to McDonalds. The parties
agree that the consideration already paid to you prior to any suspension of payment as a result of breach
represents ongoing valid consideration for the Release of Claims in this Agreement (including any re-execution
thereof as required by Sections 11, 33 and 34).
In the event of a violation of any of the restrictive covenants set forth herein, you acknowledge and agree that
the post-termination restrictions contained herein shall be extended by a period of time equal to the period of
the violation, it being the intention of the parties hereto that the running of the applicable post-termination
restriction period shall be tolled during any period of such violation. If it is determined by a court of competent
jurisdiction in any state (or other governing body), that any restrictive covenant is excessive in duration or
scope or is unreasonable or unenforceable under applicable law but in no case greater than set forth in this
Agreement.
Entire Agreement. This Agreement contains the full agreement between you and McDonald’s and completely
supersedes any prior written or oral agreements or representations concerning the subject matter thereof,
provided, however, that pursuant to Section 6, in the event of a conflict between this Agreement and the Grant
Materials, the Grant Materials shall govern. Each of the parties hereto expressly agrees and acknowledges
that neither is entering into this Agreement in reliance upon any representations, promises or assurance from
the other party other than those expressly set forth in this Agreement.
Severability. In the event a court, arbitrator or other entity with jurisdiction determines that any portion of this
Agreement (other than the Release of Claims Section) is invalid or unenforceable, the remaining portions of
the Agreement shall remain in full force and effect.
Valid Consideration. You agree and acknowledge that you have received valid, bargained for consideration
in exchange for the terms of this Agreement, including but not limited to the Limits on Adverse Comments and
Publications Section above.
Consideration Period & Signature. You acknowledge that the Company advises you to consult with an
attorney prior to executing this Agreement and re-executing this Agreement as required by Sections 11, 33 and
34 hereof. You further acknowledge that you have been given at least 21 days to consider the terms of this
Agreement, that you have been able to use this period, or as much of this period as you desire, and that you
have executed and re-executed, as applicable, this Agreement voluntarily with the express intention of making
a binding legal Agreement, including giving up all claims against McDonald’s. You forever waive any relief not
explicitly set forth in this document. The 21-day review period will not be affected or extended by any
revisions, whether material or immaterial, that might be made to this Agreement.
32.
Knowing and Voluntary Release. By executing this Agreement and re-executing this Agreement as required
by Sections 11, 33 and 34 hereof, you agree that you have read and fully understand this Agreement and have
voluntarily entered into this Agreement with full knowledge and understanding that you are expressly waiving
valuable rights.
You agree and understand that by executing this Agreement and re-executing this Agreement as required by
Sections 11, 33 and 34 hereof, you are releasing any claims that you might have against McDonald’s under the
Age Discrimination in Employment Act, the Illinois Human Rights Act, Title VII of the Civil Rights Act, and any
claims enforced by the Illinois Department of Human Rights or Equal Employment Opportunity Commission
that occurred prior to the execution and re-execution of this Agreement.
33.
Execution and Re-Execution of this Agreement. Please execute the Agreement and re-execute the
Agreement no later than fifteen (15) days following your Termination Date in the space provided for each such
execution on the signature page hereto and return this Agreement to Carrie Reuter (or their successor) at the
following address:
McDonald’s Corporation
Department #146
Attention: Carrie Reuter (or their successor)
110 N. Carpenter Street
Chicago, Illinois 60607
34.
35.
36.
Right to Revoke. The execution and re-execution of this Agreement may be revoked by delivering a written
notice of revocation to Carrie Reuter (or their successor), McDonald’s Corporation, 110 N. Carpenter Street,
Chicago, Illinois 60607, no later than the seventh day after you execute or re-execute, as applicable, it.
Revocations delivered by mail must be postmarked by the seventh day after executing or re-executing, as
applicable, this Agreement. Provided that you timely execute and re-execute and return, and do not revoke,
this Agreement, it will become effective on the eighth (8th) day after you execute and then-re-execute it. If you
do not execute and re-execute this Agreement and return it within the time period described above, or you
revoke the Agreement during the seven (7) day revocation period, no part of the payments and benefits
described in this Agreement will be available to you and the Company will have the right to recoup the full
amount of any such payments and benefits previously paid or made available to you.
Impact of Death. If you die before all benefits due under this Agreement are received by you, benefits will be
due to your wife, Jayne Krulewitch, and if she does not survive you, to your Estate.
Compliance with Section 409A. The intent of the parties is that payments and benefits under this Agreement
comply with, or be exempt from, Section 409A and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted to be in compliance with Section 409A. Any payments that qualify for the
“short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be
paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation
under Section 409A, each payment or installment in a series of payments under this Agreement shall be
treated as a separate payment of compensation. All payments to be made upon a termination of employment
under this Agreement may only be made upon a “separation from service” under Section 409A to the extent
necessary to avoid the imposition of penalty taxes on you pursuant to Section 409A. In no event may you,
directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent
required by Section 409A, any payment that may be paid in more than one taxable year (depending on the
time that you execute this Agreement) shall be paid in the later taxable year. In no event shall McDonald’s be
liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or otherwise or for
damages for failing to comply with Section 409A. If McDonald’s, on the advice of counsel, reasonably believes
that this Agreement, or any benefit hereunder, is subject to and does not comply with the requirements of
Section 409A, the parties shall cooperate in good faith to take such steps as are reasonably necessary and
appropriate, including amending this Agreement, to avoid the imposition of a Section 409A penalty while
maintaining to the maximum extent possible, the economic benefits provided to you in this Agreement. If you
are deemed on your Termination Date to be a “specified employee” within the meaning of Section 409A, then
with regard to any payment or the provision of any benefit that is considered “nonqualified deferred
compensation” under Section 409A payable on account of a “separation from service,” to the extent required
by Section 409A, such payment or benefit shall be made or provided on the date which is the earlier of (a) the
expiration of the six (6)-month period measured from the date of your “separation from service,” and (b) the
date of your death, to the extent required under Section 409A. Upon the expiration of the foregoing delay
period, all payments and benefits delayed pursuant to this section shall be paid or reimbursed to you in a lump
sum and all remaining payments and benefits due (if any) shall be paid or provided in accordance with the
normal payment
dates. With regard to any reimbursement of costs and expenses or in-kind benefits, except as permitted by
Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during
any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in
any other taxable year, (iii) such payments shall be made on or before the last day of your taxable year
following the taxable year in which the expense occurred and (iv) any reimbursement is for expenses incurred
during your lifetime (or during a shorter period of time specified in this Agreement).
I have read and understand this Agreement. By signing below, I hereby fully and freely agree to abide
by the promises, releases, and obligations set forth above.
Employee Signature:
/s/ Jerome N. Krulewitch
Jerome N. Krulewitch
Date: October 13, 2020
Re-Execution By Employee as Required by Sections 11, 33 and 34
Employee Signature:
/s/ Jerome N. Krulewitch
Jerome N. Krulewitch
Date:
McDonald’s Corporation Signature:
/s/ Heidi B. Capozzi
Name (print): Heidi B. Capozzi
Title: EVP, Global Chief People Officer
Date: October 14, 2020
Please list any Intellectual Property which you made, conceived or learned prior to the commencement of your
employment with McDonald’s:
Attachment A: Intellectual Property
Exhibit 12. Computation of Ratios
Fixed-Rate Debt as a Percent of Total Debt(1)(2)
Dollars in millions
Total debt obligations
Fair value adjustments
Deferred debt costs
Debt obligations before fair value adjustments and deferred debt
costs
Fixed-rate debt
Fixed-rate debt as a percent of total debt
Years ended December 31, 2020
$ 37,440.4
2019
$ 34,177.2
2018
$ 31,075.3
(35.8)
156.2
(12.1)
140.4
12.0
129.0
$ 37,560.8
$ 35,547.8
$ 34,305.5
$ 31,466.8
$ 31,216.3
$ 28,358.1
95 %
92 %
91 %
(1) 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.
(2)
Includes the effect of interest rate swaps.
Foreign Currency-Denominated Debt as a Percent of Total Debt(1)
Dollars in millions
Total debt obligations
Years ended December 31, 2020
$ 37,440.4
2019
$ 34,177.2
2018
$ 31,075.3
Fair value adjustments
Deferred debt costs
Debt obligations before fair value adjustments and deferred debt
costs
Foreign currency-denominated debt
Foreign currency-denominated debt as a percent of total debt
(35.8)
156.2
(12.1)
140.4
12.0
129.0
$ 37,560.8
$ 13,676.3
$ 34,305.5
$ 12,916.0
$ 31,216.3
$ 11,790.6
36 %
38 %
38 %
(1) 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.
Total Debt as a Percent of Total Capitalization(1)(2)
Dollars in millions
Total debt obligations
Fair value adjustments
Deferred debt costs
Debt obligations before fair value adjustments and deferred debt
costs
Total capitalization
Total debt as a percent of total capitalization
Years ended December 31, 2020
$ 37,440.4
2019
$ 34,177.2
2018
$ 31,075.3
(35.8)
156.2
(12.1)
140.4
12.0
129.0
$ 37,560.8
$ 29,735.9
$ 34,305.5
$ 26,095.2
$ 31,216.3
$ 24,957.9
126 %
131 %
125 %
(1) 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.
(2) Total capitalization represents debt obligations before fair value adjustments and deferred debt costs, and total shareholders' equity.
Cash Provided by Operations as a Percent of Total Debt(1)
Dollars in millions
Total debt obligations
Years ended December 31, 2020
$ 37,440.4
2019
$ 34,177.2
2018
$ 31,075.3
Fair value adjustments
Deferred debt costs
Debt obligations before fair value adjustments and deferred debt
costs
Cash provided by operations
Cash provided by operations as a percent of total debt
(35.8)
156.2
(12.1)
140.4
12.0
129.0
$ 37,560.8
$ 34,305.5
$ 31,216.3
$ 6,265.2
$ 8,122.1
$ 6,966.7
17 %
24 %
22 %
(1) 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.
Free Cash Flow and Free Cash Flow Conversion Rate
Dollars in millions
Cash provided by operations
Less: Capital expenditures
Free cash flow
Divided by: Net income
Free cash flow conversion rate
Years ended December 31, 2020
2019
$ 6,265.2
1,640.8
$ 4,624.4
4,730.5
$ 8,122.1
2,393.7
$ 5,728.4
6,025.4
2018
$ 6,966.7
2,741.7
$ 4,225.0
5,924.3
97.8 %
95.1 %
71.3 %
After-tax Return on Invested Capital (dollars in millions)
Numerator
Operating income
Add: Nonoperating income (expense)
Earnings before interest and income tax
Add: Impairment and other charges (gains), net
Add: Operating lease interest(1)
Less: Income taxes(2)
Net Operating income after tax
Years ended December 31, 2020
2019
2018
$
7,324.0
$ 9,069.8
$ 8,822.6
34.8
70.2
(25.3)
$
7,358.8
$ 9,140.0
$ 8,797.3
(267.5)
511.1
74.3
510.0
231.7
487.0
1,748.6
2,522.5
2,178.2
$
5,853.8
$ 7,201.8
$ 7,337.8
Denominator
Add: Average Stockholders' equity(3)
Add: Average Current and Long-term debt(3)
Add: Average Current and Long-term lease liability(3)
Less: Cash and equivalents
Average invested capital
Return on Invested Capital
Years ended December 31, 2020
2019
2018
$
(8,763.4)
$ (7,542.3)
$ (5,905.2)
38,046.9
33,143.4
13,449.0
12,750.0
31,205.0
12,174.4 '(4)
(3,449.1)
(898.5)
(866.0)
$ 39,283.4
$ 37,452.6
$ 36,608.2
14.9 %
19.2 %
20.0 %
(1) The Operating lease interest is calculated using the Short-term and Long-term Lease liability amount multiplied by 3.8% and 4.0% for the years ended
December 31, 2020 and 2019, respectively. The rate for December 31, 2018 is 4.0%, which assumes a consistent rate from December 31, 2019 as this
is prior to the adoption of Accounting Standard Codification Topic 842, "Leases" ("Topic 842"). The rates represent the Company's weighted average
discount rate used for leases that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term
of a lease within a particular currency environment.
(2) Calculated using the effective income tax rate for each year presented. The 2019 and 2018 amounts are calculated using the Non-GAAP tax rates
previously disclosed on page 19 within the Consolidated Operating Results section of the Form 10-K.
(3) The amounts for each year presented are calculated as the simple average of each of the previous four quarters.
(4) This amount for 2018 does not include averages as this was prior to the adoption of Topic 842, and is calculated as 8x the total rent expense for 2018 of
$1,521.8 million.
Reconciliation of Returns on Incremental Invested Capital
ROIIC is a measure that evaluates the overall profitability of our markets and the effectiveness of capital deployed over one-year and three-
year time periods. 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 2020
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 2020 investing activities are included in the one-year and three-year calculations). In
contrast, fourth quarter 2019 is heavily weighted because the assets purchased were deployed more than 12 months ago, and therefore
have a full-year impact on 2020 operating income, with little or no impact to the base period (87.5% and 100.0% of fourth quarter 2019
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):
2020
2019
Years ended December 31,
NUMERATOR:
Operating income
Depreciation and amortization
Currency translation(1)
Change in operating income plus depreciation and
amortization (at constant foreign exchange rates)
$ 7,324.0 $ 9,069.8
1,617.9
1,751.4
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)
$ (1,745.8)
133.5
(25.8)
$ (1,638.1)
$ 2,357.9
18.2
$ 2,376.1
2020
2017
Years ended December 31,
NUMERATOR:
Operating income
Depreciation and amortization
Currency translation(1)
Change in operating income plus depreciation and
amortization (at constant foreign exchange rates)
$ 7,324.0 $ 9,552.7
1,363.4
1,751.4
DENOMINATOR:
Weighted-average cash used for
investing activities(2)
Currency translation(1)
Weighted-average cash used for investing activities
(at constant foreign exchange rates)
One-year ROIIC
(68.9) %
Three-year ROIIC
Increase/
(decrease)
$ (2,228.7)
388.0
179.6
$ (1,661.1)
$ 6,205.7
9.4
$ 6,215.1
(26.7) %
(1) Represents the effect of foreign currency translation by translating results at an average exchange rate for the periods measured.
(2) Represents one-year and three-year, respectively, weighted-average cash used for investing activities, determined by applying the weightings below to the cash
(provided by) used for investing activities for each quarter in the two-year and four-year periods ended December 31, 2020.
Cash (provided by) used for
investing activities
$ 1,545.8
$ 3,071.1
Cash (provided by) used
for investing activities
$ 1,545.8
$ 3,071.1
$ 2,455.1
$ (562.0)
Years ended December 31,
2020
2019
Years ended December 31,
2020
2019
2018
2017
AS A PERCENT
Quarters ended:
March 31
June 30
September 30
December 31
87.5 %
62.5
37.5
12.5
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 %
62.5
100.0
100.0
100.0
100.0
100.0
100.0
37.5
12.5
12.5 %
37.5
62.5
87.5
Exhibit 21. Subsidiaries of the Registrant
Name of Subsidiary [State or Country of Incorporation]
Domestic Subsidiaries
McDonald's Deutschland LLC [Delaware]
McDonald's Development Italy LLC [Delaware]
McDonald's Global Markets LLC [Delaware]
McDonald's International Property Company, Ltd. [Delaware]
McDonald's Real Estate Company [Delaware]
McDonald's Restaurant Operations Inc. [Delaware]
McDonald's USA, LLC [Delaware]
McD Asia Pacific, LLC [Delaware]
Foreign Subsidiaries
3267114 Nova Scotia Company [Canada]
Asia Pacific McD Franchising [United Kingdom]
HanGook McDonald's Co. Ltd. [South Korea]
Limited Liability Company "NRO" [Russia]
Moscow-McDonald's [Russia]
McDonald's Limited Liability Company [Russia]
McD APMEA Singapore Investments Pte. Ltd. [Singapore]
MCD Europe Limited [United Kingdom]
MCD Global Franchising Limited [United Kingdom]
McDonald's Australia Limited [Australia]
McDonald's France S.A.S. [France]
McDonald's Franchise GmbH [Austria]
McDonald's GmbH [Germany]
McDonald's Immobilien Gesellschaft mit beschränkter Haftung [Germany]
McDonald's Nederland B.V. [Netherlands]
McDonald's Polska Sp. z o.o [Poland]
McDonald's Real Estate LLP [United Kingdom]
McDonald's Restaurants Limited [United Kingdom]
McDonald's Restaurants of Canada Limited [Canada]
McDonald's Suisse Development Sàrl [Switzerland]
McDonald's Suisse Franchise Sàrl [Switzerland]
McDonald's Suisse Restaurants Sàrl [Switzerland]
Restaurantes McDonald's, S.A.U. [Spain]
The names of certain subsidiaries have been omitted because they do not constitute significant subsidiaries. These include, but are not limited to: McDonald's
Latin America, LLC [Delaware] and other domestic and foreign, direct and indirect subsidiaries of the registrant, including 49 wholly-owned subsidiaries of
McDonald's USA, LLC, many of which operate one or more McDonald's restaurants within the United States and the District of Columbia.
[ ] Brackets indicate state or country of incorporation and do not form part of corporate name.
Exhibit 23. Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements of McDonald's Corporation (listed below) and in the related
prospectuses of our reports dated February 23, 2021 with respect to the consolidated financial statements of McDonald's Corporation and
the effectiveness of internal control over financial reporting of McDonald's Corporation, included in this Annual Report (Form 10-K) for the
year ended December 31, 2020.
Commission File No. for Registration Statements
Form S-3
333-226380
Forms S-8
333-230498
333-225280
333-71656
333-115770
333-149990
333-177314
333-193015
/s/ Ernst & Young LLP
Chicago, Illinois
February 23, 2021
Exhibit 24. Power of Attorney
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of McDonald's
Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints Denise A. Horne, Catherine Hoovel, Kevin M. Ozan
and Mahrukh Hussain, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to execute any and all amendments to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, to be filed with the U.S. Securities and Exchange
Commission by the Company under the Securities Exchange Act of 1934, as amended, with all exhibits thereto, and other documents in
connection therewith, granting unto said attorneys-in-fact and agents, and each one of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his or
her substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney on and as of the 23rd day of February, 2021.
/s/ Lloyd H. Dean
Lloyd H. Dean
Director
/s/ Robert A. Echert
Robert A. Eckert
Director
/s/ Catherine M. Engelbert
Catherine M. Engelbert
Director
/s/ Margaret H. Georgiadis
Margaret H. Georgiadis
Director
/s/ Enrique Hernandez, Jr.
Enrique Hernandez, Jr.
Chairman of the Board and Director
/s/ Catherine Hoovel
Catherine Hoovel
Corporate Vice President – Chief Accounting Officer
(Principal Accounting Officer)
/s/ Christopher J. Kempczinski
Christopher J. Kempczinski
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Richard H. Lenny
Richard H. Lenny
Director
/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/ Paul S. Walsh
Paul S. Walsh
Director
/s/ Miles D. White
Miles D. White
Director
Exhibit 31.1. Rule 13a-14(a) Certification of Chief Executive Officer
I, Christopher J. Kempczinski, certify that:
(1)
(2)
(3)
(4)
I have reviewed this annual report on Form 10-K of McDonald’s Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, 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;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 23, 2021
/s/ Christopher J. Kempczinski
Christopher J. Kempczinski
President and Chief Executive Officer
Exhibit 31.2. Rule 13a-14(a) Certification of Chief Financial Officer
I, Kevin M. Ozan, certify that:
(1)
(2)
(3)
(4)
I have reviewed this annual report on Form 10-K of McDonald’s Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, 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;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 23, 2021
/s/ Kevin M. Ozan
Kevin M. Ozan
Corporate Executive Vice President and
Chief Financial Officer
Exhibit 32.1. 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
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code), the undersigned officer of McDonald’s Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual
Report on Form 10-K for the year ended December 31, 2020 of the Company fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: February 23, 2021
/s/ Christopher J. Kempczinski
Christopher J. Kempczinski
President and Chief Executive Officer
Exhibit 32.2. 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
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code), the undersigned officer of McDonald’s Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual
Report on Form 10-K for the year ended December 31, 2020 of the Company fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: February 23, 2021
/s/ Kevin M. Ozan
Kevin M. Ozan
Corporate Executive Vice President and
Chief Financial Officer
Values in Action
Our 2020 Journey
Serve
We put our customers and
people first.
Leaned into our competitive
advantages with Digital,
Delivery and Drive Thru to keep
serving millions of customers
per day during the pandemic.
Engaged the Mayo Clinic to
provide ongoing consulting
services and enacted elevated
hygiene and safety standards
to help keep crew and
customers safe.
Granted two weeks of paid
time off work to employees
of Company-owned
restaurants in the US for
COVID-related absence.
Integrity
We do the right thing.
Community
We are good neighbors.
Ignited a renewed focus
and commitment around
McDonald’s values.
Launched a new Global Impact
Team to fulfill our purpose to
feed and foster communities.
Launched a new respectful
workplace training aimed at
the prevention and mitigation
of harassment, discrimination
and retaliation in our corporate
offices, as well as a separate
training called “Speak Up,”
which aims to encourage
employees to raise and report
issues and guides them on how
to do so.
Donated millions of free
meals and critically needed
PPE to frontline workers in
markets around the world
during the pandemic.
Announced a $100 million
commitment to Ronald
McDonald House Charities
(RMHC) over five years
through a new campaign
called #HereforRMHC.
Fostered ways for students
and teachers to engage across
markets through Happy Meal
Readers and transformed
spaces at some McDonald’s
restaurants to create virtual
learning spaces.
Became one of the leading
corporate buyers of renewable
energy in the US as part of our
commitment to climate action.
Inclusion
We open our doors to everyone.
Family
We get better together.
Launched our Global Diversity
Equity & Inclusion Aspiration to
accelerate meaningful societal
change for our employees,
franchisees, suppliers,
customers and communities.
Introduced our “Inclusion
Index”, an internal survey,
to measure the critical
components of building
an inclusive culture.
For the fifth year running,
received a score of 100 on
the Human Rights Campaign
Foundation’s Corporate
Equality Index.
Took quick, prudent action
designed to prevent not a
single Owner/Operator from
failing due to the pandemic.
Continued our commitment to
help restaurant crew develop
skills and talent in training
through Hamburger University,
and education programs like
English Under the Arches.
Found creative ways to
celebrate McFamily milestones
during the pandemic – from
graduations to birthdays,
anniversaries and retirements.