McDonald's 10-Q 2022-03-31

Filed 2022-05-02. 6 sections, 190K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMarch 31, 2022

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)

Delaware36-2361282
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
110 North Carpenter Street60607
Chicago,Illinois
(Address of Principal Executive Offices)(Zip Code)

(630) 623-3000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueMCDNew York Stock Exchange

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 and posted 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

739,546,930

(Number of shares of common stock

outstanding as of March 31, 2022)

McDONALD’S CORPORATION


INDEX


Page Reference
Part I. Financial Information
Item 1 – Financial Statements
Condensed Consolidated Balance Sheet, March 31, 2022 (unaudited) and December 31, 20213
Condensed Consolidated Statement of Income (unaudited), quarters ended March 31, 2022 and 20214
Condensed Consolidated Statement of Comprehensive Income (unaudited), quarters ended March 31, 2022 and 20215
Condensed Consolidated Statement of Cash Flows (unaudited), quarters ended March 31, 2022 and 20216
Condensed Consolidated Statement of Shareholders' Equity (unaudited), quarters ended March 31, 2022 and 20217
Notes to Condensed Consolidated Financial Statements (unaudited)8
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations13
Item 3 – Quantitative and Qualitative Disclosures About Market Risk33
Item 4 – Controls and Procedures33
Part II. Other Information
Item 1 – Legal Proceedings35
Item 1A – Risk Factors35
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds35
Item 6 – Exhibits36
Signature39

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
In millions, except per share dataMarch 31, 2022December 31, 2021
Assets
Current assets
Cash and equivalents$2,335.7$4,709.2
Accounts and notes receivable1,674.11,872.4
Inventories, at cost, not in excess of market49.655.6
Prepaid expenses and other current assets597.0511.3
Total current assets4,656.47,148.5
Other assets
Investments in and advances to affiliates1,177.21,201.2
Goodwill2,813.92,782.5
Miscellaneous4,416.94,449.5
Total other assets8,408.08,433.2
Lease right-of-use asset, net13,378.613,552.0
Property and equipment
Property and equipment, at cost41,773.141,916.6
Accumulated depreciation and amortization(17,338.4)(17,196.0)
Net property and equipment24,434.724,720.6
Total assets$50,877.7$53,854.3
Liabilities and shareholders’ equity
Current liabilities
Accounts payable$718.6$1,006.8
Lease liability691.9705.5
Income taxes593.5360.7
Other taxes270.7236.7
Accrued interest322.4363.3
Accrued payroll and other liabilities1,637.51,347.0
Total current liabilities4,234.64,020.0
Long-term debt33,988.835,622.7
Long-term lease liability12,871.813,020.9
Long-term income taxes1,889.81,896.8
Deferred revenues - initial franchise fees743.0738.3
Other long-term liabilities1,092.01,081.0
Deferred income taxes2,048.52,075.6
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 shares16.616.6
Additional paid-in capital8,307.18,231.6
Retained earnings57,614.057,534.7
Accumulated other comprehensive income (loss)(2,641.9)(2,573.7)
Common stock in treasury, at cost; 921.1 and 915.8 million shares(69,286.6)(67,810.2)
Total shareholders’ equity (deficit)(5,990.8)(4,601.0)
Total liabilities and shareholders’ equity (deficit)$50,877.7$53,854.3

See Notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Quarters Ended
March 31,
In millions, except per share data20222021
Revenues
Sales by Company-operated restaurants$2,302.4$2,161.5
Revenues from franchised restaurants3,262.82,877.4
Other revenues100.485.7
Total revenues5,665.65,124.6
Operating costs and expenses
Company-operated restaurant expenses1,959.21,817.6
Franchised restaurants-occupancy expenses584.0571.5
Other restaurant expenses72.367.2
Selling, general & administrative expenses
Depreciation and amortization92.776.0
Other584.3490.4
Other operating (income) expense, net60.5(179.4)
Total operating costs and expenses3,353.02,843.3
Operating income2,312.62,281.3
Interest expense287.3300.0
Nonoperating (income) expense, net484.128.6
Income before provision for income taxes1,541.21,952.7
Provision for income taxes436.8415.5
Net income$1,104.4$1,537.2
Earnings per common share-basic$1.49$2.06
Earnings per common share-diluted$1.48$2.05
Dividends declared per common share$1.38$1.29
Weighted-average shares outstanding-basic742.6745.8
Weighted-average shares outstanding-diluted747.6751.0

See Notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
Quarters Ended
March 31,
In millions20222021
Net income$1,104.4$1,537.2
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments:
Gain (loss) recognized in accumulated other comprehensive income ("AOCI"), including net investment hedges(84.2)(87.7)
Reclassification of (gain) loss to net income—10.7
Foreign currency translation adjustments-net of tax benefit (expense) of (59.0) and (90.3)(84.2)(77.0)
Cash flow hedges:
Gain (loss) recognized in AOCI27.423.1
Reclassification of (gain) loss to net income(10.1)15.0
Cash flow hedges-net of tax benefit (expense) of (5.0) and (11.2)17.338.1
Defined benefit pension plans:
Gain (loss) recognized in AOCI0.10.7
Reclassification of (gain) loss to net income(1.4)(10.9)
Defined benefit pension plans-net of tax benefit (expense) of 0.0 and 0.0(1.3)(10.2)
Total other comprehensive income (loss), net of tax(68.2)(49.1)
Comprehensive income$1,036.2$1,488.1

See Notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Quarters Ended
March 31,
In millions20222021
Operating activities
Net income$1,104.4$1,537.2
Adjustments to reconcile to cash provided by operations
Charges and credits:
Depreciation and amortization479.7453.9
Deferred income taxes(50.5)(1.5)
Share-based compensation54.327.3
Other72.0(130.0)
Changes in working capital items473.4237.1
Cash provided by operations2,133.32,124.0
Investing activities
Capital expenditures(401.2)(368.7)
Purchases of restaurant businesses(86.7)(38.7)
Sales of restaurant businesses16.529.6
Sales of property4.932.8
Other(88.0)100.4
Cash used for investing activities(554.5)(244.6)
Financing activities
Net short-term borrowings6.06.5
Long-term financing issuances——
Long-term financing repayments(1,350.6)(1,337.8)
Treasury stock purchases(1,506.5)(21.5)
Common stock dividends(1,025.1)(962.3)
Proceeds from stock option exercises58.759.1
Other(12.6)(7.9)
Cash used for financing activities(3,830.1)(2,263.9)
Effect of exchange rates on cash and cash equivalents(122.2)(44.9)
Cash and equivalents decrease(2,373.5)(429.4)
Cash and equivalents at beginning of period4,709.23,449.1
Cash and equivalents at end of period$2,335.7$3,019.7

See Notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
For the quarter ended March 31, 2021
Common stock issuedAccumulated other comprehensive income (loss)Common stock in treasuryTotal shareholders’ equity (deficit)
Additional paid-in capitalRetained earningsPensionsCash flow hedgesForeign currency translation
In millions, except per share dataSharesAmountSharesAmount
Balance at December 31, 20201,660.6$16.6$7,903.6$53,908.1$(287.6)$(111.3)$(2,187.9)(915.2)$(67,066.4)$(7,824.9)
Net income1,537.21,537.2
Other comprehensive income (loss), net of tax(10.2)38.1(77.0)(49.1)
Comprehensive income1,488.1
Common stock cash dividends ($1.29 per share)(962.3)(962.3)
Treasury stock purchases(0.1)(21.5)(21.5)
Share-based compensation27.327.3
Stock option exercises and other28.20.829.657.8
Balance at March 31, 20211,660.6$16.6$7,959.1$54,483.0$(297.8)$(73.2)$(2,264.9)(914.5)$(67,058.3)$(7,235.5)
For the quarter ended March 31, 2022
Common stock issuedAccumulated other comprehensive income (loss)Common stock in treasuryTotal shareholders’ equity (deficit)
Additional paid-in capitalRetained earningsPensionsCash flow hedgesForeign currency translation
In millions, except per share dataSharesAmountSharesAmount
Balance at December 31, 20211,660.6$16.6$8,231.6$57,534.7$(179.5)$(24.8)$(2,369.4)(915.8)$(67,810.2)$(4,601.0)
Net income1,104.41,104.4
Other comprehensive income (loss), net of tax(1.3)17.3(84.2)(68.2)
Comprehensive income1,036.2
Common stock cash dividends ($1.38 per share)(1,025.1)(1,025.1)
Treasury stock purchases(6.1)(1,506.5)(1,506.5)
Share-based compensation54.354.3
Stock option exercises and other21.20.830.151.3
Balance at March 31, 20221,660.6$16.6$8,307.1$57,614.0$(180.8)$(7.5)$(2,453.6)(921.1)$(69,286.6)$(5,990.8)

See Notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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."

Basis of Presentation

The accompanying condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s December 31, 2021 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. The results for the quarter ended March 31, 2022 do not necessarily indicate the results that may be expected for the full year.

During the first quarter of 2022, McDonald's announced it was temporarily suspending operations and closing restaurants in Russia and Ukraine. The temporary closures were effective at the end of February in Ukraine and mid-March in Russia. The Company is supporting its businesses in these markets through the continuation of employee salaries and lease payments as well as providing support to the Company's supply chain in the region.

Restaurant Information

The following table presents restaurant information by ownership type:

Restaurants at March 31,20222021
Conventional franchised21,55821,496
Developmental licensed7,9817,705
Foreign affiliated8,0137,283
Total Franchised37,55236,484
Company-operated2,7922,676
Total Systemwide restaurants40,34439,160

Company-operated restaurants include 827 restaurants in Russia and Ukraine that were temporarily closed during the first quarter 2022 due to the ongoing military conflict in the region.

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 condensed consolidated financial statements for the periods prior to purchase and sale.

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 5.0 million shares and 5.2 million shares for the quarters 2022 and 2021, respectively. Share-based compensation awards that would have been antidilutive, and therefore were not included in the calculation of diluted weighted-average shares, totaled 1.7 million shares and 3.6 million shares for the quarters 2022 and 2021, respectively.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Leases

In July 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2021-05, "Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments" ("ASU 2021-05"). The pronouncement amends the current guidance on classification for a lease that includes variable lease payments that do not depend on an index or rate. Under the amended guidance, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement. ASU 2021-05 is effective for fiscal years beginning after December 15, 2021, including applicable interim periods. The Company adopted the new standard effective January 1, 2022. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (“ASU 2020-04”). 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 ASU 2020-04 will not have a material impact on the Company's consolidated financial statements.

Updates to Significant Accounting Policies

Long-lived Assets and Goodwill

Long-lived assets and Goodwill are typically 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 or if an indicator of impairment exists. The recent military conflict between Russia and Ukraine has created significant uncertainty and risk in these McDonald’s markets. As such, the Company conducted an analysis after temporarily suspending operations in Russia and Ukraine during the first quarter of 2022. The Company continues to monitor the economic uncertainty, while assessing the financial impact and outlook for restaurant operations in these markets. As a result of the Company's analysis, and in consideration of the totality of events and circumstances, there was no impairment recorded during the first quarter of 2022.

As of March 31, 2022, the Company’s net investment in Russia and Ukraine was approximately $600 million, primarily consisting of building and equipment assets. In addition, there was approximately $725 million of cumulative foreign currency translation losses reflected in the AOCI section of the condensed consolidated statement of shareholder’s equity at March 31, 2022.

Income Taxes

The effective income tax rate was 28.3% and 21.3% for the quarters ended 2022 and 2021, respectively. The tax rate for the quarter ended 2022 was impacted by the non-deductibility for tax purposes of the $500 million of nonoperating expense to reserve for a potential settlement related to an international tax matter. Excluding the impacts of the $500 million of nonoperating expense and current and prior year strategic gains and charges, the effective income tax rate was 21.3% and 20.9% for the quarters ended 2022 and 2021, respectively.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value. Fair value disclosures are reflected in a three-level hierarchy, maximizing the use of observable inputs and minimizing the use of unobservable inputs. The Company did not have any significant changes to the valuation techniques used to measure fair value as described in the Company's December 31, 2021 Annual Report on Form 10-K.

At March 31, 2022, the fair value of the Company’s debt obligations was estimated at $35.4 billion, compared to a carrying amount of $34.0 billion. The fair value of debt obligations is based upon quoted market prices, Level 2 within the valuation hierarchy. The carrying amount of cash and 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 following table presents the fair values of derivative instruments included on the Condensed Consolidated Balance Sheet:

Derivative AssetsDerivative Liabilities
In millionsBalance Sheet ClassificationMarch 31, 2022December 31, 2021Balance Sheet ClassificationMarch 31, 2022December 31, 2021
Derivatives designated as hedging instruments
Foreign currencyPrepaid expenses and other current assets$39.8$42.4Accrued payroll and other liabilities$(6.2)$(3.3)
Interest ratePrepaid expenses and other current assets21.80.3Accrued payroll and other liabilities——
Foreign currencyMiscellaneous other assets32.628.0Other long-term liabilities(1.6)(0.5)
Interest rateMiscellaneous other assets—8.6Other long-term liabilities(41.3)(4.1)
Total derivatives designated as hedging instruments$94.2$79.3$(49.1)$(7.9)
Derivatives not designated as hedging instruments
EquityPrepaid expenses and other current assets$3.2$9.5Accrued payroll and other liabilities$—$—
Foreign currencyPrepaid expenses and other current assets—0.5Accrued payroll and other liabilities(4.0)—
EquityMiscellaneous other assets185.1200.3
Total derivatives not designated as hedging instruments$188.3$210.3$(4.0)$—
Total derivatives$282.5$289.6$(53.1)$(7.9)

The following table presents the pre-tax amounts from derivative instruments affecting income and AOCI for the quarters ended March 31, 2022 and 2021, respectively:

Location of gain or loss recognized in income on derivativeGain (loss) recognized in AOCIGain (loss) reclassified into income from AOCIGain (loss) recognized in income on derivative
In millions202220212022202120222021
Foreign currencyNonoperating income/expense$13.5$29.9$14.1$(17.8)
Interest rateInterest expense21.8—(1.1)(1.6)
Cash flow hedges$35.3$29.9$13.0$(19.4)
Foreign currency denominated debtNonoperating income/expense$259.0$379.7$—$16.2
Foreign currency derivativesNonoperating income/expense4.426.6
Foreign currency derivatives(1)Interest expense$2.3$3.7
Net investment hedges$263.4$406.3$—$16.2$2.3$3.7
Foreign currencyNonoperating income/expense$(4.5)$2.3
EquitySelling, general & administrative expenses(21.5)20.4
EquityOther operating income/expense, net—(4.7)
Undesignated derivatives$(26.0)$18.0
(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 March 31, 2022, the carrying amount of fixed-rate debt that was effectively converted was an equivalent notional amount of $1.0 billion, which included a decrease of $41.3 million of cumulative hedging adjustments. For the quarter ended March 31, 2022, the Company recognized a $46.1 million loss on the fair value of interest rate swaps, and a corresponding gain 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 up to the next 18 months for certain exposures and are denominated in various currencies. As of March 31, 2022, the Company had foreign currency derivatives outstanding with an equivalent notional amount of $1.4 billion that hedged a portion of forecasted foreign currency denominated cash flows.

To protect against the variability of interest rates on anticipated bond issuances, the Company may use treasury locks to hedge a portion of expected future cash flows. As of March 31, 2022, the Company had derivatives outstanding with a notional amount of $500 million that hedge a portion of forecasted cash flows.

Based on market conditions at March 31, 2022, the $7.5 million in cumulative cash flow hedging losses, after tax, is not expected to have a significant effect on earnings over the next 12 months.

Net Investment Hedges

The Company uses foreign currency denominated debt (third-party and intercompany) as well as foreign currency derivatives 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 March 31, 2022, $12.2 billion of the Company's third-party foreign currency denominated debt, $1.5 billion of the Company's intercompany foreign currency denominated debt, and $267.4 million of foreign currency derivatives 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. 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 March 31, 2022 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 March 31, 2022, 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.

Franchise Arrangements

Revenues from franchised restaurants consisted of:

Quarters Ended
March 31,
In millions20222021
Rents$2,081.1$1,826.1
Royalties1,168.71,038.7
Initial fees13.012.6
Revenues from franchised restaurants$3,262.8$2,877.4

Segment Information

The Company 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 March 31, 2022.

  • 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 83% franchised as of March 31, 2022. As of March 31, 2022, all Company-owned restaurants in Russia and Ukraine were temporarily closed due to the ongoing military conflict in the region.

  • 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 March 31, 2022.

The following table presents the Company’s revenues and operating income by segment:

Quarters Ended
March 31,
In millions20222021
Revenues
U.S.$2,175.6$2,075.5
International Operated Markets2,922.12,556.2
International Developmental Licensed Markets & Corporate567.9492.9
Total revenues$5,665.6$5,124.6
Operating Income
U.S.$1,151.0$1,125.5
International Operated Markets1,129.2953.8
International Developmental Licensed Markets & Corporate32.4202.0
Total operating income$2,312.6$2,281.3

Subsequent Events

The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission.

On April 1, 2022, the Company completed the sale of Dynamic Yield, a technology company acquired in 2019, which specializes in personalization and decision logic technology. Dynamic Yield’s technology has been deployed to McDonald’s drive thrus and ordering kiosks in several markets globally. The Company expects to record a pre-tax gain on the sale of approximately $260 million and cash proceeds of approximately $320 million (subject to final working capital adjustments) in the second quarter of 2022.

There were no other subsequent events that required recognition or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company franchises and operates McDonald’s restaurants, which serve a locally relevant menu of quality food and beverages in communities across 119 countries. Of the 40,344 McDonald's restaurants at March 31, 2022, 37,552, or 93%, were franchised.

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. In addition, there is the International Developmental Licensed Markets & Corporate segment, which includes markets in over 80 countries, as well as Corporate activities.

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 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, including Global Brand Standards defined in 2021, 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 the Company's 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 Company-owned and operated restaurants, and in collaboration with franchisees, the Company is 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. As of April 1, 2022, the Company completed the sale of Dynamic Yield and will no longer record third-party revenues related to this 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.

Franchisees are 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 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 the Company's 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.

Developmental License or Affiliate

Under a developmental license or affiliate arrangement, licensees are responsible for operating and managing their businesses, 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 as well as 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.

Impact of Russia-Ukraine Military Conflict

During the first quarter of 2022, McDonald's announced it was temporarily suspending operations and closing restaurants in Russia and Ukraine. The temporary closures were effective at the end of February in Ukraine and mid-March in Russia. The Company is supporting its businesses in these markets through the continuation of employee salaries and lease payments as well as providing support to the Company's supply chain in the region. There will likely be negative impacts on revenue and income as long as the military conflict continues. The Company is monitoring the evolving situation, analyzing options and expects to provide direction no later than the end of the second quarter.

Impact of COVID-19 Restrictions on the Business

COVID-19 resurgences continued to result in instances of government restrictions on restaurant operating hours, limited dine-in capacity and, in some cases, dining room closures, particularly in China.

Strategic Direction

In late 2020, the Company announced the Accelerating the Arches growth strategy (the “Strategy”). The Strategy, which encompasses all aspects of McDonald’s business as the leading global omni-channel restaurant brand, reflects a refreshed purpose, values and growth pillars that build on the Company’s competitive advantages.

Purpose, Mission and Values

Our values underpin our success and are at the very heart of our Strategy. The Company embraces and prioritizes its role and commitments to the communities in which it operates 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.

Growth Pillars

The following growth pillars — MCD — are rooted in the Company’s identity, build on historic strengths and artic

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to the disclosures made in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 regarding these matters.

Item 4. 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, as amended (the "Exchange Act")) as of March 31, 2022. 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 Securities and Exchange Commission 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 is in the process of implementing a comprehensive, multi-year finance and technology transformation initiative to migrate its general ledger, financial close and consolidation processes onto new financial systems. The Company is performing the implementation in the ordinary course of business to increase efficiency and to modernize the tools and technology used in its key financial processes. This is not in response to any identified deficiency or weakness in the Company's internal control over financial reporting. As the phased implementation of the systems continues, the Company may have changes to its processes and procedures that are expected to enhance the Company's internal control over financial reporting. As such changes occur, the Company will continue to monitor and modify, as needed, the design and operating effectiveness of key control activities to align with the new business processes and capabilities of the new financial systems.

Except for these changes, the Company’s management, including the CEO and CFO, confirm there has been no change in the Company's internal control over financial reporting during the fiscal quarter ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There were no material changes to the disclosure made in our Annual Report on Form 10-K for the year ended December 31, 2021 regarding these matters.

Item 1A. Risk Factors

For a discussion of risk factors affecting the Company's business, refer to the “Risk Factors" section in Part I, Item 2 of this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities*

The following table presents information related to repurchases of common stock the Company made during the quarter ended March 31, 2022:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1-31, 20221,465,845$255.621,465,845$12,905,664,153
February 1-28, 20222,163,959249.842,163,95912,365,014,194
March 1-31, 20222,534,949233.182,534,94911,773,904,124
Total6,164,753$244.376,164,753
  • 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 under the Exchange Act, 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.

Item 6. Exhibits
Exhibit NumberDescription
(3)Articles of incorporation; bylaws
(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), for the quarter ended June 30, 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.
(10)Material contracts
(a)McDonald’s Corporation Directors’ Deferred Compensation Plan, amended and restated effective as of December 31, 2021, incorporated herein by reference from Exhibit 10(a) of Form 10-K (File No. 001-05231), for the year ended December 31, 2021.**
(b)McDonald’s Corporation Board of Directors Deferred Compensation Plan, effective as of January 1, 2022, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No. 001-05231), for the year ended December 31, 2021.**
(c)McDonald’s Deferred Compensation Plan, effective as of 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.**
(d)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.**
(i)First Amendment to the McDonald's Amended and Restated Deferred Compensation Plan, effective as of December 1, 2021, incorporated herein by reference from Exhibit 10(d)(i) of Form 10-K (File No. 001-05231), for the year ended December 31, 2021.**
(e)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)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.**
(ii)Second Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, as amended, effective as of 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.**
(f)McDonald’s Corporation 2012 Omnibus Stock Ownership Plan, effective as of 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 as of 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.**
(h)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.**
(i)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.**
(j)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.**
(k)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.**
(l)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.**
(m)McDonald’s Corporation Target Incentive Plan, effective as of January 1, 2013, amended and restated effective as of 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.**
(n)McDonald’s Corporation Officer Severance Plan, amended and restated effective as of 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.**
(o)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.**
(p)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.**
(q)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.**
(r)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.**
(s)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.**
(t)Separation Agreement and General Release between Jerome N. Krulewitch and the Company, dated October 13, 2020, incorporated herein by reference from Exhibit 10(v) of Form 10-K (File No. 001-05231), for the year ended December 31, 2020.**
(u)Form of Executive Time-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(v) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2021.**
(31.1)Rule 13a-14(a) Certification of Chief Executive Officer.
(31.2)Rule 13a-14(a) Certification of Chief Financial Officer.
(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.
(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.
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*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 thereunder, 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.

SIGNATURE

Pursuant to the requirements 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)
/s/ Kevin M. Ozan
Date:May 2, 2022Kevin M. Ozan
Corporate Executive Vice President and Chief Financial Officer