TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 19, 2022 Catherine Hoovel Chief Accounting Officer McDonald s Corporation 110 North Carpenter Street Chicago, Illinois, 60607 Re: McDonald s Corporation Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 24, 2022 Form 10-Q for the Quarter Ended June 30, 2022 Filed August 4, 2022 File No. 001-05231 Dear Ms. Hoovel: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-Q for the Quarter Ended June 30, 2022 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Impact of the War in Ukraine, page 16 1. We note company-operated restaurants in Russia appear to be more than 25% of total company-operated restaurants. Please explain to us and disclose as appropriate the expected impact on your cash flows, liquidity, financial position, and results of operations (in particular, revenues) due to your exit from Russia. Refer to Item 303 of Regulation S- K and Release Nos. 33-6835 and 33-8350 for guidance. Operating Income & Operating Margin, page 28 2. Please provide for the periods presented here and as applicable in your Form 10-K Catherine Hoovel McDonald s Corporation September 19, 2022 Page 2 filings and interim period earnings releases furnished in Form 8-K a reconciliation between "Non-GAAP operating income" and GAAP "operating income." Refer to Item 10(e)(1)(i)(B) of Regulation S-K. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551- 3309 with any questions. FirstName LastNameCatherine Hoovel Sincerely, Comapany NameMcDonald s Corporation Division of Corporation Finance September 19, 2022 Page 2 Office of Trade & Services FirstName LastName