McDonald's 10-K 2016-12-31

Filed 2017-03-01. 1 sections, 309K characters. Original on sec.gov · Markdown · JSON

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10-K 1 mcd-12312016x10k.htm FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

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)36-2361282 (I.R.S. Employer Identification No.)
One McDonald’s Plaza Oak Brook, Illinois (Address of principal executive offices)60523 (Zip code)
Registrant’s telephone number, including area code: (630) 623-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Common stock, $.01 par valueNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x 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 x

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer x Accelerated filer ¨

Non-accelerated filer ¨ (do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2016 was $102,676,655,213.

The number of shares outstanding of the registrant’s common stock as of January 31, 2017 was 818,993,182.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates information by reference from the registrant’s 2017 definitive proxy statement, which will be filed no later than 120 days after December 31, 2016.

McDONALD’S CORPORATION

INDEX
Page reference
Part I.
Item 1Business1
Item 1ARisk Factors and Cautionary Statement Regarding Forward-Looking Statements3
Item 1BUnresolved Staff Comments8
Item 2Properties8
Item 3Legal Proceedings8
Item 4Mine Safety Disclosures8
Additional ItemExecutive Officers of the Registrant9
Part II.
Item 5Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities10
Item 6Selected Financial Data12
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations13
Item 7AQuantitative and Qualitative Disclosures About Market Risk28
Item 8Financial Statements and Supplementary Data28
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure51
Item 9AControls and Procedures51
Item 9BOther Information51
Part III.
Item 10Directors, Executive Officers and Corporate Governance51
Item 11Executive Compensation51
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters51
Item 13Certain Relationships and Related Transactions, and Director Independence52
Item 14Principal Accounting Fees and Services52
Part IV.
Item 15Exhibits and Financial Statement Schedules52
Item 16Form 10-K Summary54
Signatures55
Exhibits

All trademarks used herein are the property of their respective owners.

PART I
ITEM 1. Business

McDonald’s Corporation, the registrant, together with its sub-sidiaries, is referred to herein as the “Company.”

a. General

During 2016, there were no material changes to the Company's corporate structure or in its method of conducting business. The business is structured with segments that combine markets with similar characteristics and opportunities for growth. Significant reportable segments include the United States ("U.S."), International Lead Markets

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