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 ended | March 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)
| Delaware | 36-2361282 | ||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 110 North Carpenter Street | 60607 | ||||||||||
| 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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | MCD | New 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
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 data | March 31, 2022 | December 31, 2021 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and equivalents | $ | 2,335.7 | $ | 4,709.2 | |||||||||||||
| Accounts and notes receivable | 1,674.1 | 1,872.4 | |||||||||||||||
| Inventories, at cost, not in excess of market | 49.6 | 55.6 | |||||||||||||||
| Prepaid expenses and other current assets | 597.0 | 511.3 | |||||||||||||||
| Total current assets | 4,656.4 | 7,148.5 | |||||||||||||||
| Other assets | |||||||||||||||||
| Investments in and advances to affiliates | 1,177.2 | 1,201.2 | |||||||||||||||
| Goodwill | 2,813.9 | 2,782.5 | |||||||||||||||
| Miscellaneous | 4,416.9 | 4,449.5 | |||||||||||||||
| Total other assets | 8,408.0 | 8,433.2 | |||||||||||||||
| Lease right-of-use asset, net | 13,378.6 | 13,552.0 | |||||||||||||||
| Property and equipment | |||||||||||||||||
| Property and equipment, at cost | 41,773.1 | 41,916.6 | |||||||||||||||
| Accumulated depreciation and amortization | (17,338.4) | (17,196.0) | |||||||||||||||
| Net property and equipment | 24,434.7 | 24,720.6 | |||||||||||||||
| Total assets | $ | 50,877.7 | $ | 53,854.3 | |||||||||||||
| Liabilities and shareholders’ equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable | $ | 718.6 | $ | 1,006.8 | |||||||||||||
| Lease liability | 691.9 | 705.5 | |||||||||||||||
| Income taxes | 593.5 | 360.7 | |||||||||||||||
| Other taxes | 270.7 | 236.7 | |||||||||||||||
| Accrued interest | 322.4 | 363.3 | |||||||||||||||
| Accrued payroll and other liabilities | 1,637.5 | 1,347.0 | |||||||||||||||
| Total current liabilities | 4,234.6 | 4,020.0 | |||||||||||||||
| Long-term debt | 33,988.8 | 35,622.7 | |||||||||||||||
| Long-term lease liability | 12,871.8 | 13,020.9 | |||||||||||||||
| Long-term income taxes | 1,889.8 | 1,896.8 | |||||||||||||||
| Deferred revenues - initial franchise fees | 743.0 | 738.3 | |||||||||||||||
| Other long-term liabilities | 1,092.0 | 1,081.0 | |||||||||||||||
| Deferred income taxes | 2,048.5 | 2,075.6 | |||||||||||||||
| 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 shares | 16.6 | 16.6 | |||||||||||||||
| Additional paid-in capital | 8,307.1 | 8,231.6 | |||||||||||||||
| Retained earnings | 57,614.0 | 57,534.7 | |||||||||||||||
| 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 data | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Sales by Company-operated restaurants | $ | 2,302.4 | $ | 2,161.5 | |||||||||||||||||||||||||||||||
| Revenues from franchised restaurants | 3,262.8 | 2,877.4 | |||||||||||||||||||||||||||||||||
| Other revenues | 100.4 | 85.7 | |||||||||||||||||||||||||||||||||
| Total revenues | 5,665.6 | 5,124.6 | |||||||||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||
| Company-operated restaurant expenses | 1,959.2 | 1,817.6 | |||||||||||||||||||||||||||||||||
| Franchised restaurants-occupancy expenses | 584.0 | 571.5 | |||||||||||||||||||||||||||||||||
| Other restaurant expenses | 72.3 | 67.2 | |||||||||||||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 92.7 | 76.0 | |||||||||||||||||||||||||||||||||
| Other | 584.3 | 490.4 | |||||||||||||||||||||||||||||||||
| Other operating (income) expense, net | 60.5 | (179.4) | |||||||||||||||||||||||||||||||||
| Total operating costs and expenses | 3,353.0 | 2,843.3 | |||||||||||||||||||||||||||||||||
| Operating income | 2,312.6 | 2,281.3 | |||||||||||||||||||||||||||||||||
| Interest expense | 287.3 | 300.0 | |||||||||||||||||||||||||||||||||
| Nonoperating (income) expense, net | 484.1 | 28.6 | |||||||||||||||||||||||||||||||||
| Income before provision for income taxes | 1,541.2 | 1,952.7 | |||||||||||||||||||||||||||||||||
| Provision for income taxes | 436.8 | 415.5 | |||||||||||||||||||||||||||||||||
| 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-basic | 742.6 | 745.8 | |||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding-diluted | 747.6 | 751.0 |
See Notes to condensed consolidated financial statements.
| CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) | |||||||||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||||||||||||||
| In millions | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| 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 AOCI | 27.4 | 23.1 | |||||||||||||||||||||||||||||||||
| 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) | 17.3 | 38.1 | |||||||||||||||||||||||||||||||||
| Defined benefit pension plans: | |||||||||||||||||||||||||||||||||||
| Gain (loss) recognized in AOCI | 0.1 | 0.7 | |||||||||||||||||||||||||||||||||
| 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 millions | 2022 | 2021 | |||||||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||||||||
| Net income | $ | 1,104.4 | $ | 1,537.2 | |||||||||||||||||||||||||
| Adjustments to reconcile to cash provided by operations | |||||||||||||||||||||||||||||
| Charges and credits: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 479.7 | 453.9 | |||||||||||||||||||||||||||
| Deferred income taxes | (50.5) | (1.5) | |||||||||||||||||||||||||||
| Share-based compensation | 54.3 | 27.3 | |||||||||||||||||||||||||||
| Other | 72.0 | (130.0) | |||||||||||||||||||||||||||
| Changes in working capital items | 473.4 | 237.1 | |||||||||||||||||||||||||||
| Cash provided by operations | 2,133.3 | 2,124.0 | |||||||||||||||||||||||||||
| Investing activities | |||||||||||||||||||||||||||||
| Capital expenditures | (401.2) | (368.7) | |||||||||||||||||||||||||||
| Purchases of restaurant businesses | (86.7) | (38.7) | |||||||||||||||||||||||||||
| Sales of restaurant businesses | 16.5 | 29.6 | |||||||||||||||||||||||||||
| Sales of property | 4.9 | 32.8 | |||||||||||||||||||||||||||
| Other | (88.0) | 100.4 | |||||||||||||||||||||||||||
| Cash used for investing activities | (554.5) | (244.6) | |||||||||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||||||||
| Net short-term borrowings | 6.0 | 6.5 | |||||||||||||||||||||||||||
| 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 exercises | 58.7 | 59.1 | |||||||||||||||||||||||||||
| 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 period | 4,709.2 | 3,449.1 | |||||||||||||||||||||||||||
| 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 issued | Accumulated other comprehensive income (loss) | Common stock in treasury | Total shareholders’ equity (deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | Retained earnings | Pensions | Cash flow hedges | Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| In millions, except per share data | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 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) | |||||||||||||||||||||||||||||||||||||||||
| Net income | 1,537.2 | 1,537.2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (10.2) | 38.1 | (77.0) | (49.1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 1,488.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock cash dividends ($1.29 per share) | (962.3) | (962.3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | (0.1) | (21.5) | (21.5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 27.3 | 27.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option exercises and other | 28.2 | 0.8 | 29.6 | 57.8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 1,660.6 | $ | 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 issued | Accumulated other comprehensive income (loss) | Common stock in treasury | Total shareholders’ equity (deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | Retained earnings | Pensions | Cash flow hedges | Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| In millions, except per share data | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 1,660.6 | $ | 16.6 | $ | 8,231.6 | $ | 57,534.7 | $ | (179.5) | $ | (24.8) | $ | (2,369.4) | (915.8) | $ | (67,810.2) | $ | (4,601.0) | |||||||||||||||||||||||||||||||||||||||||
| Net income | 1,104.4 | 1,104.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (1.3) | 17.3 | (84.2) | (68.2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 1,036.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 compensation | 54.3 | 54.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option exercises and other | 21.2 | 0.8 | 30.1 | 51.3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 1,660.6 | $ | 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, | 2022 | 2021 | |||||||||
| Conventional franchised | 21,558 | 21,496 | |||||||||
| Developmental licensed | 7,981 | 7,705 | |||||||||
| Foreign affiliated | 8,013 | 7,283 | |||||||||
| Total Franchised | 37,552 | 36,484 | |||||||||
| Company-operated | 2,792 | 2,676 | |||||||||
| Total Systemwide restaurants | 40,344 | 39,160 |
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 Assets | Derivative Liabilities | ||||||||||||||||||||||||||||||||||
| In millions | Balance Sheet Classification | March 31, 2022 | December 31, 2021 | Balance Sheet Classification | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency | Prepaid expenses and other current assets | $ | 39.8 | $ | 42.4 | Accrued payroll and other liabilities | $ | (6.2) | $ | (3.3) | |||||||||||||||||||||||||
| Interest rate | Prepaid expenses and other current assets | 21.8 | 0.3 | Accrued payroll and other liabilities | — | — | |||||||||||||||||||||||||||||
| Foreign currency | Miscellaneous other assets | 32.6 | 28.0 | Other long-term liabilities | (1.6) | (0.5) | |||||||||||||||||||||||||||||
| Interest rate | Miscellaneous other assets | — | 8.6 | Other 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 | |||||||||||||||||||||||||||||||||||
| Equity | Prepaid expenses and other current assets | $ | 3.2 | $ | 9.5 | Accrued payroll and other liabilities | $ | — | $ | — | |||||||||||||||||||||||||
| Foreign currency | Prepaid expenses and other current assets | — | 0.5 | Accrued payroll and other liabilities | (4.0) | — | |||||||||||||||||||||||||||||
| Equity | Miscellaneous other assets | 185.1 | 200.3 | ||||||||||||||||||||||||||||||||
| 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 derivative | Gain (loss) recognized in AOCI | Gain (loss) reclassified into income from AOCI | Gain (loss) recognized in income on derivative | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| In millions | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency | Nonoperating income/expense | $ | 13.5 | $ | 29.9 | $ | 14.1 | $ | (17.8) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate | Interest expense | 21.8 | — | (1.1) | (1.6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | 35.3 | $ | 29.9 | $ | 13.0 | $ | (19.4) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency denominated debt | Nonoperating income/expense | $ | 259.0 | $ | 379.7 | $ | — | $ | 16.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency derivatives | Nonoperating income/expense | 4.4 | 26.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency derivatives(1) | Interest expense | $ | 2.3 | $ | 3.7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment hedges | $ | 263.4 | $ | 406.3 | $ | — | $ | 16.2 | $ | 2.3 | $ | 3.7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency | Nonoperating income/expense | $ | (4.5) | $ | 2.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | Selling, general & administrative expenses | (21.5) | 20.4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | Other 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 millions | 2022 | 2021 | |||||||||||||||||||||
| Rents | $ | 2,081.1 | $ | 1,826.1 | |||||||||||||||||||
| Royalties | 1,168.7 | 1,038.7 | |||||||||||||||||||||
| Initial fees | 13.0 | 12.6 | |||||||||||||||||||||
| 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:
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U.S. - the Company's largest market. The segment is 95% franchised as of March 31, 2022.
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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.
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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 millions | 2022 | 2021 | |||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| U.S. | $ | 2,175.6 | $ | 2,075.5 | |||||||||||||||||||
| International Operated Markets | 2,922.1 | 2,556.2 | |||||||||||||||||||||
| International Developmental Licensed Markets & Corporate | 567.9 | 492.9 | |||||||||||||||||||||
| Total revenues | $ | 5,665.6 | $ | 5,124.6 | |||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| U.S. | $ | 1,151.0 | $ | 1,125.5 | |||||||||||||||||||
| International Operated Markets | 1,129.2 | 953.8 | |||||||||||||||||||||
| International Developmental Licensed Markets & Corporate | 32.4 | 202.0 | |||||||||||||||||||||
| 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:
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Purpose** to feed and foster communities;
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Mission** to create delicious feel-good moments for everyone; and
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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:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total 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, 2022 | 1,465,845 | $ | 255.62 | 1,465,845 | $ | 12,905,664,153 | |||||||||||||||||
| February 1-28, 2022 | 2,163,959 | 249.84 | 2,163,959 | 12,365,014,194 | |||||||||||||||||||
| March 1-31, 2022 | 2,534,949 | 233.18 | 2,534,949 | 11,773,904,124 | |||||||||||||||||||
| Total | 6,164,753 | $ | 244.37 | 6,164,753 |
- 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.
| * | 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, 2022 | Kevin M. Ozan | ||||||||||||
| Corporate Executive Vice President and Chief Financial Officer |