McDonald's 10-Q 2025-03-31
Filed 2025-05-12. 7 sections, 187K 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, 2025 |
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 ☒
715,032,727
(Number of shares of common stock
outstanding as of March 31, 2025)
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, 2025 | December 31, 2024 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and equivalents | $ | 1,238 | $ | 1,085 | |||||||||||||
| Accounts and notes receivable | 2,387 | 2,383 | |||||||||||||||
| Inventories, at cost, not in excess of market | 51 | 56 | |||||||||||||||
| Prepaid expenses and other current assets | 1,060 | 1,074 | |||||||||||||||
| Total current assets | 4,735 | 4,599 | |||||||||||||||
| Other assets | |||||||||||||||||
| Investments in affiliates | 2,751 | 2,710 | |||||||||||||||
| Goodwill | 3,186 | 3,145 | |||||||||||||||
| Miscellaneous | 6,265 | 6,095 | |||||||||||||||
| Total other assets | 12,202 | 11,950 | |||||||||||||||
| Lease right-of-use asset, net | 13,642 | 13,339 | |||||||||||||||
| Property and equipment | |||||||||||||||||
| Property and equipment, at cost | 45,258 | 44,177 | |||||||||||||||
| Accumulated depreciation and amortization | (19,509) | (18,882) | |||||||||||||||
| Net property and equipment | 25,749 | 25,295 | |||||||||||||||
| Total assets | $ | 56,329 | $ | 55,182 | |||||||||||||
| Liabilities and shareholders’ equity (deficit) | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Short-term borrowings and current maturities of long-term debt | $ | 80 | $ | — | |||||||||||||
| Accounts payable | 882 | 1,029 | |||||||||||||||
| Lease liability | 663 | 636 | |||||||||||||||
| Income taxes | 556 | 361 | |||||||||||||||
| Other taxes | 235 | 224 | |||||||||||||||
| Accrued interest | 401 | 482 | |||||||||||||||
| Accrued payroll and other liabilities | 1,191 | 1,129 | |||||||||||||||
| Total current liabilities | 4,008 | 3,861 | |||||||||||||||
| Long-term debt | 38,845 | 38,424 | |||||||||||||||
| Long-term lease liability | 13,175 | 12,888 | |||||||||||||||
| Long-term income taxes | 365 | 344 | |||||||||||||||
| Deferred revenues - initial franchise fees | 914 | 778 | |||||||||||||||
| Other long-term liabilities | 755 | 771 | |||||||||||||||
| Deferred income taxes | 1,721 | 1,914 | |||||||||||||||
| Shareholders’ equity (deficit) | |||||||||||||||||
| Preferred stock, no par value; authorized – 165.0 million shares; issued – none | — | — | |||||||||||||||
| Common stock, $0.01 par value; authorized – 3.5 billion shares; issued – 1,660.6 million shares | 17 | 17 | |||||||||||||||
| Additional paid-in capital | 9,423 | 9,281 | |||||||||||||||
| Retained earnings | 67,436 | 66,834 | |||||||||||||||
| Accumulated other comprehensive income (loss) | (2,557) | (2,553) | |||||||||||||||
| Common stock in treasury, at cost; 945.6 and 945.4 million shares | (77,773) | (77,375) | |||||||||||||||
| Total shareholders’ equity (deficit) | (3,454) | (3,797) | |||||||||||||||
| Total liabilities and shareholders’ equity (deficit) | $ | 56,329 | $ | 55,182 |
See Notes to Condensed Consolidated Financial Statements.
| CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) | |||||||||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||||||||||||||
| In millions, except per share data | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Revenues from franchised restaurants | $ | 3,661 | $ | 3,723 | |||||||||||||||||||||||||||||||
| Sales by Company-owned and operated restaurants | 2,132 | 2,355 | |||||||||||||||||||||||||||||||||
| Other revenues | 162 | 91 | |||||||||||||||||||||||||||||||||
| Total revenues | 5,956 | 6,169 | |||||||||||||||||||||||||||||||||
| Operating costs and expenses | |||||||||||||||||||||||||||||||||||
| Franchised restaurants-occupancy expenses | 620 | 627 | |||||||||||||||||||||||||||||||||
| Company-owned and operated restaurant expenses | 1,859 | 2,035 | |||||||||||||||||||||||||||||||||
| Other restaurant expenses | 140 | 68 | |||||||||||||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 107 | 99 | |||||||||||||||||||||||||||||||||
| Other | 575 | 622 | |||||||||||||||||||||||||||||||||
| Other operating (income) expense, net | 7 | (17) | |||||||||||||||||||||||||||||||||
| Total operating costs and expenses | 3,308 | 3,433 | |||||||||||||||||||||||||||||||||
| Operating income | 2,648 | 2,736 | |||||||||||||||||||||||||||||||||
| Interest expense | 376 | 372 | |||||||||||||||||||||||||||||||||
| Nonoperating (income) expense, net | (57) | (45) | |||||||||||||||||||||||||||||||||
| Income before provision for income taxes | 2,330 | 2,409 | |||||||||||||||||||||||||||||||||
| Provision for income taxes | 461 | 479 | |||||||||||||||||||||||||||||||||
| Net income | $ | 1,868 | $ | 1,929 | |||||||||||||||||||||||||||||||
| Earnings per common share-basic | $ | 2.61 | $ | 2.67 | |||||||||||||||||||||||||||||||
| Earnings per common share-diluted | $ | 2.60 | $ | 2.66 | |||||||||||||||||||||||||||||||
| Dividends declared per common share | $ | 1.77 | $ | 1.67 | |||||||||||||||||||||||||||||||
| Weighted-average shares outstanding-basic | 714.9 | 721.8 | |||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding-diluted | 718.2 | 725.9 |
See Notes to Condensed Consolidated Financial Statements.
| CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) | |||||||||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||||||||||||||
| In millions | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| Net income | $ | 1,868 | $ | 1,929 | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||||||||||||||
| Gain (loss) recognized in accumulated other comprehensive income ("AOCI"), including net investment hedges | 70 | (115) | |||||||||||||||||||||||||||||||||
| Reclassification of (gain) loss to net income | — | — | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments-net of tax benefit (expense) of $136 and $(93) | 70 | (115) | |||||||||||||||||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||||||||||||||
| Gain (loss) recognized in AOCI | (52) | 36 | |||||||||||||||||||||||||||||||||
| Reclassification of (gain) loss to net income | (15) | 1 | |||||||||||||||||||||||||||||||||
| Cash flow hedges-net of tax benefit (expense) of $20 and $(12) | (67) | 37 | |||||||||||||||||||||||||||||||||
| Defined benefit pension plans: | |||||||||||||||||||||||||||||||||||
| Gain (loss) recognized in AOCI | (6) | 11 | |||||||||||||||||||||||||||||||||
| Reclassification of (gain) loss to net income | (1) | (10) | |||||||||||||||||||||||||||||||||
| Defined benefit pension plans-net of tax benefit (expense) of $0 and $1 | (7) | 1 | |||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | (4) | (77) | |||||||||||||||||||||||||||||||||
| Comprehensive income | $ | 1,864 | $ | 1,852 |
See Notes to Condensed Consolidated Financial Statements.
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) | |||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||||||||
| In millions | 2025 | 2024 | |||||||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||||||||
| Net income | $ | 1,868 | $ | 1,929 | |||||||||||||||||||||||||
| Adjustments to reconcile to cash provided by operations | |||||||||||||||||||||||||||||
| Charges and credits: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 520 | 510 | |||||||||||||||||||||||||||
| Deferred income taxes | (44) | (138) | |||||||||||||||||||||||||||
| Share-based compensation | 45 | 50 | |||||||||||||||||||||||||||
| Other | (73) | (31) | |||||||||||||||||||||||||||
| Changes in working capital items | 111 | 70 | |||||||||||||||||||||||||||
| Cash provided by operations | 2,428 | 2,390 | |||||||||||||||||||||||||||
| Investing activities | |||||||||||||||||||||||||||||
| Capital expenditures | (551) | (547) | |||||||||||||||||||||||||||
| Purchases of restaurant businesses | (75) | (52) | |||||||||||||||||||||||||||
| Purchases of equity method investments | — | (1,820) | |||||||||||||||||||||||||||
| Sales of restaurant businesses | 49 | 42 | |||||||||||||||||||||||||||
| Sales of property | 5 | 8 | |||||||||||||||||||||||||||
| Other | (200) | (124) | |||||||||||||||||||||||||||
| Cash used for investing activities | (771) | (2,493) | |||||||||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||||||||
| Net short-term borrowings | (792) | (339) | |||||||||||||||||||||||||||
| Long-term financing issuances | 1,498 | — | |||||||||||||||||||||||||||
| Long-term financing repayments | (693) | (1,285) | |||||||||||||||||||||||||||
| Treasury stock purchases | (477) | (918) | |||||||||||||||||||||||||||
| Common stock dividends | (1,266) | (1,206) | |||||||||||||||||||||||||||
| Proceeds from stock option exercises | 147 | 99 | |||||||||||||||||||||||||||
| Other | 40 | (12) | |||||||||||||||||||||||||||
| Cash used for financing activities | (1,543) | (3,661) | |||||||||||||||||||||||||||
| Effect of exchange rates on cash and cash equivalents | 39 | 21 | |||||||||||||||||||||||||||
| Cash and equivalents increase (decrease) | 153 | (3,742) | |||||||||||||||||||||||||||
| Cash and equivalents at beginning of period | 1,085 | 4,579 | |||||||||||||||||||||||||||
| Cash and equivalents at end of period | $ | 1,238 | $ | 838 |
See Notes to Condensed Consolidated Financial Statements.
| CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the quarter ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2023 | 1,660.6 | $ | 17 | $ | 8,893 | $ | 63,480 | $ | (367) | $ | (6) | $ | (2,083) | (937.9) | $ | (74,640) | $ | (4,707) | |||||||||||||||||||||||||||||||||||||||||
| Net income | 1,929 | 1,929 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 1 | 37 | (115) | (77) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 1,852 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock cash dividends ($1.67 per share) | (1,206) | (1,206) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | (3.2) | (921) | (921) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 50 | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option exercises and other | 58 | 1.2 | 41 | 99 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | 1,660.6 | $ | 17 | $ | 9,001 | $ | 64,203 | $ | (367) | $ | 32 | $ | (2,198) | (939.9) | $ | (75,520) | $ | (4,833) |
| For the quarter ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2024 | 1,660.6 | $ | 17 | $ | 9,281 | $ | 66,834 | $ | (393) | $ | 119 | $ | (2,279) | (945.4) | $ | (77,375) | $ | (3,797) | |||||||||||||||||||||||||||||||||||||||||
| Net income | 1,868 | 1,868 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (7) | (67) | 70 | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | 1,864 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock cash dividends ($1.77 per share) | (1,266) | (1,266) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchases | (1.5) | (447) | (447) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 45 | 45 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock option exercises and other | 98 | 1.4 | 49 | 147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 1,660.6 | $ | 17 | $ | 9,423 | $ | 67,436 | $ | (400) | $ | 52 | $ | (2,209) | (945.6) | $ | (77,773) | $ | (3,454) |
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, 2024 Annual Report on Form 10-K. In the opinion of management, all normal recurring adjustments necessary for a fair presentation have been included. The results for the quarter ended March 31, 2025 do not necessarily indicate the results that may be expected for the full year.
Certain columns and rows within the financial statements and tables presented may not add due to rounding. Percentages have been calculated from the underlying whole-dollar amounts for all periods presented.
Restaurant Information
The following table presents restaurant information by ownership type:
| Restaurants at March 31, | 2025 | 2024 | ||||||||||||
| Conventional franchised | 22,126 | 21,841 | ||||||||||||
| Developmental licensed | 9,300 | 8,741 | ||||||||||||
| Foreign affiliated | 10,294 | 9,283 | ||||||||||||
| Total Franchised | 41,720 | 39,865 | ||||||||||||
| Company-owned and operated | 2,036 | 2,153 | ||||||||||||
| Total Systemwide restaurants | 43,756 | 42,018 |
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 accompanying Condensed Consolidated Financial Statements.
Per Common Share Information
Diluted earnings per common share is calculated as 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 3.3 million shares and 4.1 million shares for the quarters ended March 31, 2025 and March 31, 2024, respectively. Share-based compensation awards that would have been antidilutive, and therefore were not included in the calculation of diluted weighted-average shares, totaled 2.2 million shares and 2.1 million shares for the quarters ended March 31, 2025 and March 31, 2024, respectively.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Not Yet Adopted
Income Taxes
In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The pronouncement expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently in the process of determining the impact that ASU 2023-09 will have on the Company's consolidated financial statement disclosures.
Disaggregation - Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"). The pronouncement expands the disclosure requirements for expenses, specifically by providing more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently in the process of determining the impact that ASU 2024-03 will have on the Company's consolidated financial statement disclosures.
Accelerating the Organization
In January 2023, the Company announced an evolution of its successful Accelerating the Arches strategy. Enhancements to the strategy included the addition of Restaurant Development to the Company’s growth pillars and an internal effort to modernize ways of working, Accelerating the Organization, both of which are aimed at elevating the Company’s performance. Accelerating the Organization is designed to unlock further growth as the Company focuses on becoming faster, more innovative and more efficient for its customers and people.
The Company incurred $66 million and $44 million of restructuring charges related to Accelerating the Organization in the three months ended March 31, 2025 and 2024, respectively. These restructuring charges were recorded in the Other operating (income) expense, net line within the Condensed Consolidated Statement of Income. There were no significant non-cash impairment charges included in the amounts listed in the table below.
The following table summarizes the balance of accrued expenses related to this strategic initiative (in millions):
| Employee Termination Benefits | Costs to Terminate Contracts | Professional Services and Other Costs | Total | |||||||||||
| 2025 | ||||||||||||||
| Accrued Balance at Beginning of Year | $ | 23 | $ | 4 | $ | 15 | $ | 42 | ||||||
| Restructuring Costs Incurred | 17 | — | 49 | 66 | ||||||||||
| Cash Payments | (5) | — | (31) | (36) | ||||||||||
| Other Non-Cash Items | — | — | 1 | 1 | ||||||||||
| Accrued Balance at March 31, 2025 | $ | 35 | $ | 4 | $ | 34 | $ | 73 |
Of the $66 million of restructuring charges incurred in the three months ended March 31, 2025, $48 million was recorded primarily at Corporate and $18 million was recorded in the International Operated Markets.
Substantially all of the accrued restructuring balance recorded at March 31, 2025, related to the Company's Accelerating the Organization initiative, is expected to be paid out over the next twelve months.
The Company continues to evolve its ways of working by driving efficiency and effectiveness across the organization, primarily led by its Global Business Services ("GBS") organization. Transformation efforts under Accelerating the Organization will continue to result in various restructuring charges as the strategy progresses through its anticipated completion during 2027, with $537 million of total restructuring charges incurred since the initiative commenced in 2023. The Company currently expects to incur approximately $300 million of restructuring charges in 2025, primarily related to professional services costs.
Equity Method Investments
The Company has various investments accounted for using the equity method. Under the equity method of accounting, the Company records its proportionate share of the net income or loss of each equity method investee, with a corresponding change to the carrying value of the investment. The carrying value of the investment is also adjusted for any dividends received and the effect of foreign exchange. The Company records its proportionate share of net income or loss within the Other operating (income) expense, net line on the Condensed Consolidated Statement of Income. The carrying value of the investments are recorded within the Investments in affiliates line on the Condensed Consolidated Balance Sheet. The Company has elected to record dividends received from its equity method investments under the nature of distribution approach, which provides for the recording of such distributions within the cash provided by operations section of the Condensed Consolidated Statement of Cash Flows to the extent that such distributions are from the normal operating or financing activities of the investee.
The Company’s primary equity method investments include partial ownership in Grand Foods Holding, an entity that operates and manages McDonald's business in mainland China, Hong Kong and Macau, and partial ownership in McDonald’s Japan Holdings Co., Ltd, an entity that operates and manages McDonald’s business in Japan. The Company has granted these entities the right to operate the McDonald's business as part of a Master Franchise Agreement. Revenue related to these agreements are accounted for in a manner consistent with the Company’s other franchise arrangements.
The following table summarizes the amounts related to the Company’s primary equity method investees during the periods presented.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| In Millions | Percentage Ownership | Fair Value (Level 1) | Carrying Amount | Percentage Ownership | Fair Value (Level 1) | Carrying Amount | |||||||||||||||||||||||||||||
| Grand Foods Holding | 48 | % | N/A | $ | 2,005 | 48 | % | N/A | $ | 1,973 | |||||||||||||||||||||||||
| McDonald's Japan Holdings Co., Ltd | 35 | % | $ | 1,788 | $ | 625 | 35 | % | $ | 1,849 | $ | 590 |
As of March 31, 2025, the aggregate carrying amount of the Company's investments in these equity method investees exceeded its proportionate share of the net assets of these equity method investees by $1.5 billion. This difference is not amortized. Management has concluded that there are no indicators of impairment related to these investments.
The following table summarizes the amounts recorded related to the Company's primary equity method investments during the three months ended March 31, 2025 and March 31, 2024, respectively.
| Quarters Ended March 31, | |||||||||||
| In Millions | 2025 | 2024 | |||||||||
| Revenue | $ | 139 | $ | 134 | |||||||
| Equity in Earnings | $ | 51 | $ | 34 | |||||||
| Accounts Receivable | $ | 114 | $ | 112 | |||||||
| Dividends Received | $ | 15 | $ | 13 |
Income Taxes
The effective income tax rate was 19.8% and 19.9% for the three months ended March 31, 2025 and 2024, 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 valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date and are defined as follows:
-
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
-
Level 2 – inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
-
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.
There were no significant changes to the valuation techniques used to measure fair value as described in the Company's December 31, 2024 Annual Report on Form 10-K.
At March 31, 2025, the fair value of the Company’s debt obligations was estimated at $37.2 billion, compared to a carrying amount of $38.9 billion. The fair value of debt obligations is based upon quoted market prices, classified as 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, 2025 | December 31, 2024 | Balance Sheet Classification | March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency | Prepaid expenses and other current assets | $ | 33 | $ | 125 | Accrued payroll and other liabilities | $ | (62) | $ | (1) | |||||||||||||||||||||||||
| Interest rate | Prepaid expenses and other current assets | — | 34 | Accrued payroll and other liabilities | (5) | (6) | |||||||||||||||||||||||||||||
| Foreign currency | Miscellaneous other assets | 7 | 40 | Other long-term liabilities | (29) | — | |||||||||||||||||||||||||||||
| Interest rate | Miscellaneous other assets | — | — | Other long-term liabilities | (27) | (34) | |||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | 40 | $ | 199 | $ | (123) | $ | (41) | |||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Equity | Prepaid expenses and other current assets | $ | 146 | $ | 135 | Accrued payroll and other liabilities | $ | — | $ | — | |||||||||||||||||||||||||
| Foreign currency | Prepaid expenses and other current assets | — | — | Accrued payroll and other liabilities | — | — | |||||||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | $ | 146 | $ | 135 | $ | — | $ | — | |||||||||||||||||||||||||||
| Total derivatives | $ | 186 | $ | 334 | $ | (123) | $ | (41) |
The following table presents the pre-tax amounts from derivative instruments affecting income and AOCI for the three months ended March 31, 2025 and 2024, 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 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency | Nonoperating income/expense | $ | (51) | $ | 43 | $ | 20 | $ | (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate | Interest expense | (16) | 4 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | $ | (67) | $ | 47 | $ | 20 | $ | (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency denominated debt | Nonoperating income/expense | $ | (504) | $ | 349 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency derivatives | Nonoperating income/expense | (86) | 37 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency derivatives(1) | Interest expense | $ | 15 | $ | 7 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment hedges | $ | (590) | $ | 386 | $ | — | $ | 15 | $ | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency | Nonoperating income/expense | $ | (5) | $ | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | Selling, general & administrative expenses | 11 | (9) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Undesignated derivatives | $ | 6 | $ | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (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, 2025, the carrying amount of fixed-rate debt that was effectively converted was an equivalent notional amount of $793 million, which included a decrease of $32 million of cumulative hedging adjustments. For the three months ended March 31, 2025, the Company recognized an $8 million gain on the fair value of interest rate swaps, and a corresponding loss on the fair value of the related hedged debt instrument to interest expense.
Cash Flow Hedges
The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows. To protect against the reduction in value of forecasted foreign currency cash flows (such as royalties denominated in foreign currencies), the Company uses foreign currency forwards to hedge a portion of anticipated exposures. The hedges cover up to the next 18 months for certain exposures and are denominated in various currencies. As of March 31, 2025, the Company had derivatives outstanding with an equivalent notional amount of $2.1 billion that hedged a portion of forecasted foreign currency denominated cash flows.
Based on market conditions at March 31, 2025, the $52 million in cumulative cash flow hedging gains, after tax, is not expected to have a significant effect on the Company's earnings over the next 12 months.
Net Investment Hedges
The Company uses foreign currency denominated debt (third-party and intercompany) and 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, 2025, $12.9 billion of the Company's third-party foreign currency denominated debt, $176 million of the Company's intercompany foreign currency denominated debt and $3.3 billion 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, to hedge market-driven changes in certain of its supplemental benefit plan liabilities. The Company may also use certain investments to hedge changes in these liabilities. Changes in the fair value of these derivatives or investments 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, 2025 and has master agreements that contain netting arrangements. For financial reporting purposes, the Company presents gross derivative balances in its 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, 2025, the Company was required to post $36 million of collateral due to the negative fair value of certain derivative positions.
Franchise Arrangements
Revenues from franchised restaurants consisted of:
| Quarters Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| In millions | 2025 | 2024 | |||||||||||||||||||||
| Rents | $ | 2,313 | $ | 2,381 | |||||||||||||||||||
| Royalties | 1,330 | 1,326 | |||||||||||||||||||||
| Initial fees | 18 | 15 | |||||||||||||||||||||
| Revenues from franchised restaurants | $ | 3,661 | $ | 3,723 |
Segment Information
The Company operates under the following global organizational structure, reflecting how management reviews and evaluates operating performance:
-
U.S. segment - the Company's largest market. The segment is 95% franchised as of March 31, 2025.
-
International Operated Markets segment - comprised of markets or countries in which the Company owns and operates and franchises restaurants, including Australia, Canada, France, Germany, Italy, Poland, Spain and the U.K. The segment is 89% franchised as of March 31, 2025.
-
International Developmental Licensed Markets & Corporate - comprised primarily of developmental licensee and affiliate markets in the McDonald’s System, including equity method investments in China and Japan, as well as Corporate activities. The International Developmental Licensed Markets are 99% franchised as of March 31, 2025.
The Company's chief operating decision makers are the President and Chief Executive Officer ("CEO") and the Executive Vice President and Global Chief Financial Officer ("CFO"). Segment performance and resource allocation are evaluated based on one measure of a segment's profit or loss, operating income.
All intercompany revenues and expenses are eliminated in computing revenues and operating income. Corporate general and administrative expenses consist of corporate office support costs in areas such as facilities, finance, human resources, information technology, legal, marketing, restaurant operations, supply chain and training. Corporate assets include corporate cash and equivalents, financial instruments and office facilities.
| Quarters Ended | |||||||||||
| March 31, | |||||||||||
| In millions | 2025 | 2024 | |||||||||
| U.S. | $ | 2,494 | $ | 2,560 | |||||||
| International Operated Markets | 2,916 | 2,987 | |||||||||
| International Developmental Licensed Markets & Corporate | 546 | 621 | |||||||||
| Total Revenues | $ | 5,956 | $ | 6,169 | |||||||
| U.S. | $ | 319 | $ | 324 | |||||||
| International Operated Markets | 301 | 298 | |||||||||
| International Developmental Licensed Markets & Corporate | — | 4 | |||||||||
| Total Franchised restaurants-occupancy expenses | $ | 620 | $ | 627 | |||||||
| U.S. | $ | 645 | $ | 674 | |||||||
| International Operated Markets | 1,123 | 1,158 | |||||||||
| International Developmental Licensed Markets & Corporate | 91 | 203 | |||||||||
| Total Company-operated restaurant expenses | $ | 1,859 | $ | 2,035 | |||||||
| U.S. | $ | 143 | $ | 141 | |||||||
| International Operated Markets | 161 | 161 | |||||||||
| International Developmental Licensed Markets & Corporate | 378 | 418 | |||||||||
| Total Selling, general, & administrative expenses | $ | 682 | $ | 720 | |||||||
| U.S. | $ | 85 | $ | 26 | |||||||
| International Operated Markets | 42 | 5 | |||||||||
| International Developmental Licensed Markets & Corporate | 20 | 21 | |||||||||
| Total Other segment items* | $ | 147 | $ | 51 | |||||||
| U.S. | $ | 1,302 | $ | 1,395 | |||||||
| International Operated Markets | 1,289 | 1,365 | |||||||||
| International Developmental Licensed Markets & Corporate | 57 | (25) | |||||||||
| Total Operating income | $ | 2,648 | $ | 2,736 | |||||||
| U.S. | $ | 22,638 | $ | 22,333 | |||||||
| International Operated Markets | 24,723 | 23,521 | |||||||||
| International Developmental Licensed Markets & Corporate | 8,968 | 7,659 | |||||||||
| Total Assets | $ | 56,329 | $ | 53,513 | |||||||
| U.S. | $ | 225 | $ | 210 | |||||||
| International Operated Markets | 322 | 311 | |||||||||
| International Developmental Licensed Markets & Corporate | 4 | 25 | |||||||||
| Total Capital expenditures | $ | 551 | $ | 547 | |||||||
| U.S. | $ | 241 | $ | 247 | |||||||
| International Operated Markets | 182 | 177 | |||||||||
| International Developmental Licensed Markets & Corporate | 98 | 86 | |||||||||
| Total Depreciation & amortization** | $ | 520 | $ | 510 |
*Other segment items is the difference between revenues less the significant expenses disclosed and operating income. This includes other restaurant expenses and other operating expenses included in the Other operating (income) expense, net line within the Condensed Consolidated Statement of Income.
**Total depreciation & amortization is included within the respective expense lines disclosed above, such as Company-operated restaurant expenses, Franchised restaurants-occupancy expenses, and Selling, general & administrative expenses.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Basis of Presentation
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and the notes thereto, and the audited Consolidated Financial Statements and notes thereto included in our 2024 Annual Report on Form 10-K.
Certain columns and rows in financial tables within management's discussion and analysis of financial condition and results of operations may not add due to rounding. Percentages have been calculated from the underlying whole-dollar amounts for all periods presented.
Overview
The Company franchises and owns and operates McDonald’s restaurants, which serve a locally relevant menu of quality food and beverages in communities across more than 100 countries. Of the 43,756 McDonald's restaurants at March 31, 2025, approximately 95% 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, which includes the results of over 75 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 the Company and its independent franchisees is supported by adhering to standards and policies, including McDonald's Global Brand Standards, 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 Company-owned and operated restaurants allows McDonald’s to improve the operations and success of all restaurants while innovations from franchisees can be tested and, when viable, efficiently implemented across relevant restaurants. Having Company-owned and operated restaurants provides Company personnel with a venue for restaurant operations training experience. In addition, in our Company-owned and operated restaurants, and in collaboration with franchisees, the Company is able to further develop and refine operating standards, marketing concepts and product and pricing strategies.
The Company’s revenues consist of sales by Company-owned and operated restaurants and fees from franchised restaurants operated by conventional franchisees, developmental licensees and affiliates. 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 fees paid by franchisees to recover a portion of costs incurred by the Company for various technology and digital platforms, and revenues from brand licensing arrangements to market and sell consumer packaged goods using the McDonald’s brand.
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 it 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 McDonald'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 restaurant 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 as well as a limited number of individual restaurants within the International Operated Markets, where the Company also has an equity investment and records its share of net results in equity in earnings of unconsolidated affiliates.
Strategic Direction
The Company’s Accelerating the Arches growth strategy (the “Strategy”) encompasses all aspects of McDonald’s business as the leading global omni-channel restaurant brand. Our Strategy reflects the Company’s purpose, mission and values, as well as growth pillars that build on the Company’s competitive advantages.
Purpose, Mission and Values
The following purpose, mission and values underpin the Company’s success and are at the heart of our Strategy.
Through its size and scale, the Company embraces and prioritizes its role and commitment to the communities in which it operates through its purpose to feed and foster communities, and its mission to make delicious feel-good moments easy for everyone. The Company is guided by five core values that define who it is and how it runs the business across the three-legged stool of McDonald's franchisees, suppliers and employees:
**1.**Serve - We put our customers and people first;
**2.**Inclusion - We open our doors to everyone;
**3.**Integrity - We do the right thing;
**4.**Community - We are good neighbors; and
**5.**Family - We get better together.
The Company believes that its people, all around the world, set it apart and bri
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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, 2024 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 CEO and 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, 2025. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date to provide reasonable assurances that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
The Company is in the process of a multi-year, comprehensive transformation of its technology and operating model across multiple areas of the business, in an effort to modernize our processes and create efficiencies.
This technology transformation will include the implementation of certain new systems. Operating model transformation will include centralizing or outsourcing certain more routine functions.
The Company is performing this 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 has modified certain processes and procedures to enhance the quality of internal control over financial reporting. The Company will continue to monitor and modify, as needed, the design and operating effectiveness of key control activities to align with the updated 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, 2025 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2024 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, 2025:
| 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, 2025 | 797,922 | $ | 287.94 | 797,922 | $ | 14,770,243,410 | |||||||||||||||||
| February 1-28, 2025 | 389,627 | 299.80 | 389,627 | 14,653,432,226 | |||||||||||||||||||
| March 1-31, 2025 | 326,548 | 306.27 | 326,548 | 14,553,420,121 | |||||||||||||||||||
| Total | 1,514,097 | $ | 294.95 | 1,514,097 |
- 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)As disclosed on February 25, 2025 in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company's Board of Directors approved a share repurchase program on November 21, 2024, effective January 1, 2025 with no specified expiration date, that authorized the purchase of up to $15.0 billion of the Company's outstanding common stock.
Item 5. Other Information
Rule 10b5-1 Trading Plans
In accordance with the disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses the officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors who adopted a contract, instruction or written plan for the sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarter ended March 31, 2025. Each of these trading plans was adopted during an open trading window.
| Name / Title | Type of Plan | Adoption Date | End Date | Aggregate Number of Securities to be Sold | Plan Description | ||||||||||||
| Christopher Kempczinski / Chairman, President and Chief Executive Officer | Rule 10b5-1 trading plan | February 14, 2025 | May 10, 2026 | 52,553 | Exercise and sale of stock options | ||||||||||||
| Morgan Flatley / EVP – Global Chief Marketing Officer and New Business Ventures | Rule 10b5-1 trading plan | February 20, 2025 | June 21, 2026 | 13,042 | Exercise and sale of stock options, and sale of shares | ||||||||||||
| Ian Borden / EVP – Global Chief Financial Officer | Rule 10b5-1 trading plan | February 20, 2025 | February 11, 2026 | 17,134 | Exercise and sale of stock options | ||||||||||||
| Desiree Ralls-Morrison / EVP – Global Chief Legal Officer | Rule 10b5-1 trading plan | February 27, 2025 | December 31, 2025 | 4,973 | Sale of shares |
Other than as disclosed above, no officer or director adopted, modified, or terminated a contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.
| Item 6. Exhibits | |||||||||||||||||
| Exhibit No. | Description | ||||||||||||||||
| (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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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/ Ian F. Borden | ||||||||||||||
| Date: | May 12, 2025 | Ian F. Borden | ||||||||||||
| Executive Vice President and Global Chief Financial Officer |