x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Delaware | 36-2361282 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
One McDonald’s Plaza Oak Brook, Illinois | 60523 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer x | Accelerated filer ¨ | |
Non-accelerated filer ¨ (do not check if a smaller reporting company) | Smaller reporting company ¨ |
Page Reference | |
Item 1 – Financial Statements | |
Item 4 – Controls and Procedures | |
Item 1 – Legal Proceedings | |
Item 1A – Risk Factors | |
Item 6 – Exhibits | |
CONDENSED CONSOLIDATED BALANCE SHEET | |||||||||
(unaudited) | |||||||||
In millions, except per share data | June 30, 2015 | December 31, 2014 | |||||||
Assets | |||||||||
Current assets | |||||||||
Cash and equivalents | $ | 3,998.5 | $ | 2,077.9 | |||||
Accounts and notes receivable | 1,178.6 | 1,214.4 | |||||||
Inventories, at cost, not in excess of market | 102.3 | 110.0 | |||||||
Prepaid expenses and other current assets | 692.8 | 783.2 | |||||||
Total current assets | 5,972.2 | 4,185.5 | |||||||
Other assets | |||||||||
Investments in and advances to affiliates | 860.3 | 1,004.5 | |||||||
Goodwill | 2,627.5 | 2,735.3 | |||||||
Miscellaneous | 1,796.7 | 1,798.6 | |||||||
Total other assets | 5,284.5 | 5,538.4 | |||||||
Property and equipment | |||||||||
Property and equipment, at cost | 38,391.9 | 39,126.1 | |||||||
Accumulated depreciation and amortization | (14,700.7 | ) | (14,568.6 | ) | |||||
Net property and equipment | 23,691.2 | 24,557.5 | |||||||
Total assets | $ | 34,947.9 | $ | 34,281.4 | |||||
Liabilities and shareholders’ equity | |||||||||
Current liabilities | |||||||||
Accounts payable | $ | 840.1 | $ | 860.1 | |||||
Income taxes | 62.4 | 166.8 | |||||||
Other taxes | 348.6 | 330.0 | |||||||
Accrued interest | 168.2 | 233.7 | |||||||
Accrued payroll and other liabilities | 1,341.5 | 1,157.3 | |||||||
Total current liabilities | 2,760.8 | 2,747.9 | |||||||
Long-term debt | 17,901.6 | 14,989.7 | |||||||
Other long-term liabilities | 2,112.4 | 2,065.9 | |||||||
Deferred income taxes | 1,612.2 | 1,624.5 | |||||||
Shareholders’ equity | |||||||||
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 | 6,363.2 | 6,239.1 | |||||||
Retained earnings | 43,681.6 | 43,294.5 | |||||||
Accumulated other comprehensive income | (2,110.0 | ) | (1,519.7 | ) | |||||
Common stock in treasury, at cost; 718.8 and 697.7 million shares | (37,390.5 | ) | (35,177.1 | ) | |||||
Total shareholders’ equity | 10,560.9 | 12,853.4 | |||||||
Total liabilities and shareholders’ equity | $ | 34,947.9 | $ | 34,281.4 |
CONDENSED CONSOLIDATED STATEMENT OF NET INCOME (UNAUDITED) | |||||||||||||||||||
Quarters Ended | Six Months Ended | ||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||
In millions, except per share data | 2015 | 2014 | 2015 | 2014 | |||||||||||||||
Revenues | |||||||||||||||||||
Sales by Company-operated restaurants | $ | 4,261.1 | $ | 4,785.9 | $ | 8,175.2 | $ | 9,276.4 | |||||||||||
Revenues from franchised restaurants | 2,236.6 | 2,395.8 | 4,281.4 | 4,605.6 | |||||||||||||||
Total revenues | 6,497.7 | 7,181.7 | 12,456.6 | 13,882.0 | |||||||||||||||
Operating costs and expenses | |||||||||||||||||||
Company-operated restaurant expenses | 3,596.3 | 3,969.8 | 6,950.6 | 7,736.9 | |||||||||||||||
Franchised restaurants—occupancy expenses | 411.0 | 427.6 | 814.6 | 844.7 | |||||||||||||||
Selling, general & administrative expenses | 592.4 | 629.2 | 1,175.2 | 1,249.6 | |||||||||||||||
Other operating (income) expense, net | 48.7 | (33.9 | ) | 281.4 | (74.2 | ) | |||||||||||||
Total operating costs and expenses | 4,648.4 | 4,992.7 | 9,221.8 | 9,757.0 | |||||||||||||||
Operating income | 1,849.3 | 2,189.0 | 3,234.8 | 4,125.0 | |||||||||||||||
Interest expense | 149.2 | 137.9 | 296.5 | 273.4 | |||||||||||||||
Nonoperating (income) expense, net | (12.3 | ) | (20.4 | ) | (28.2 | ) | (3.2 | ) | |||||||||||
Income before provision for income taxes | 1,712.4 | 2,071.5 | 2,966.5 | 3,854.8 | |||||||||||||||
Provision for income taxes | 510.0 | 684.4 | 952.6 | 1,262.9 | |||||||||||||||
Net income | $ | 1,202.4 | $ | 1,387.1 | $ | 2,013.9 | $ | 2,591.9 | |||||||||||
Earnings per common share-basic | $ | 1.26 | $ | 1.40 | $ | 2.10 | $ | 2.62 | |||||||||||
Earnings per common share-diluted | $ | 1.26 | $ | 1.40 | $ | 2.09 | $ | 2.61 | |||||||||||
Dividends declared per common share | $ | 0.85 | $ | 0.81 | $ | 1.70 | $ | 1.62 | |||||||||||
Weighted average shares outstanding-basic | 953.2 | 987.4 | 956.9 | 988.5 | |||||||||||||||
Weighted average shares outstanding-diluted | 957.6 | 993.2 | 961.7 | 994.6 |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) | |||||||||||||||||||
Quarters Ended | Six Months Ended | ||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||
In millions | 2015 | 2014 | 2015 | 2014 | |||||||||||||||
Net income | $ | 1,202.4 | $ | 1,387.1 | $ | 2,013.9 | $ | 2,591.9 | |||||||||||
Other comprehensive income (loss), net of tax | |||||||||||||||||||
Foreign currency translation adjustments: | |||||||||||||||||||
Gain (loss) recognized in accumulated other comprehensive income (AOCI), including net investment hedges | 389.2 | 113.5 | (590.5 | ) | 91.2 | ||||||||||||||
Reclassification of (gain) loss to net income | 0.2 | 2.1 | 0.2 | 15.2 | |||||||||||||||
Foreign currency translation adjustments-net of tax benefit (expense) of $67.0, $(0.2), $(92.9) and $17.2 | 389.4 | 115.6 | (590.3 | ) | 106.4 | ||||||||||||||
Cash flow hedges: | |||||||||||||||||||
Gain (loss) recognized in AOCI | (10.2 | ) | (16.7 | ) | 12.0 | 13.5 | |||||||||||||
Reclassification of (gain) loss to net income | (9.4 | ) | 7.3 | (14.7 | ) | (6.1 | ) | ||||||||||||
Cash flow hedges-net of tax benefit (expense) of $11.0, $4.4, $1.5 and $(2.8) | (19.6 | ) | (9.4 | ) | (2.7 | ) | 7.4 | ||||||||||||
Defined benefit pension plans: | |||||||||||||||||||
Gain (loss) recognized in AOCI | — | — | (1.4 | ) | 6.5 | ||||||||||||||
Reclassification of (gain) loss to net income | 2.2 | 1.4 | 4.1 | 4.0 | |||||||||||||||
Defined benefit pension plans-net of tax benefit (expense) of $0.0, $0.0, $0.6 and $(4.4) | 2.2 | 1.4 | 2.7 | 10.5 | |||||||||||||||
Total other comprehensive income (loss), net of tax | 372.0 | 107.6 | (590.3 | ) | 124.3 | ||||||||||||||
Comprehensive income (loss) | $ | 1,574.4 | $ | 1,494.7 | $ | 1,423.6 | $ | 2,716.2 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) | |||||||||||||||||||
Quarters Ended | Six Months Ended | ||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||
In millions | 2015 | 2014 | 2015 | 2014 | |||||||||||||||
Operating activities | |||||||||||||||||||
Net income | $ | 1,202.4 | $ | 1,387.1 | $ | 2,013.9 | $ | 2,591.9 | |||||||||||
Adjustments to reconcile to cash provided by operations | |||||||||||||||||||
Charges and credits: | |||||||||||||||||||
Depreciation and amortization | 392.2 | 413.2 | 778.3 | 823.6 | |||||||||||||||
Deferred income taxes | 2.8 | (14.8 | ) | 15.3 | (38.8 | ) | |||||||||||||
Share-based compensation | 27.7 | 26.5 | 47.7 | 51.8 | |||||||||||||||
Other | 19.2 | 9.0 | 262.1 | 63.7 | |||||||||||||||
Changes in working capital items | (130.8 | ) | (334.0 | ) | 95.7 | (97.9 | ) | ||||||||||||
Cash provided by operations | 1,513.5 | 1,487.0 | 3,213.0 | 3,394.3 | |||||||||||||||
Investing activities | |||||||||||||||||||
Capital expenditures | (415.9 | ) | (589.6 | ) | (808.5 | ) | (1,158.4 | ) | |||||||||||
Sales and purchases of restaurant businesses and property sales | 51.0 | 79.2 | 98.6 | 157.9 | |||||||||||||||
Other | 18.4 | (104.7 | ) | 14.2 | (222.8 | ) | |||||||||||||
Cash used for investing activities | (346.5 | ) | (615.1 | ) | (695.7 | ) | (1,223.3 | ) | |||||||||||
Financing activities | |||||||||||||||||||
Net short-term borrowings | (293.8 | ) | (68.3 | ) | (38.8 | ) | 236.4 | ||||||||||||
Long-term financing issuances | 4,227.3 | 1,536.1 | 4,227.8 | 1,536.4 | |||||||||||||||
Long-term financing repayments | (501.4 | ) | (1.0 | ) | (1,046.7 | ) | (541.1 | ) | |||||||||||
Treasury stock purchases | (1,555.4 | ) | (703.5 | ) | (2,161.8 | ) | (1,143.0 | ) | |||||||||||
Common stock dividends | (811.0 | ) | (800.6 | ) | (1,627.3 | ) | (1,602.3 | ) | |||||||||||
Proceeds from stock option exercises | 36.6 | 75.3 | 135.2 | 161.7 | |||||||||||||||
Excess tax benefit on share-based compensation | 6.0 | 21.5 | 25.4 | 56.5 | |||||||||||||||
Other | (20.7 | ) | (8.5 | ) | (19.5 | ) | (8.7 | ) | |||||||||||
Cash provided by (used for) financing activities | 1,087.6 | 51.0 | (505.7 | ) | (1,304.1 | ) | |||||||||||||
Effect of exchange rates on cash and cash equivalents | 109.1 | 3.9 | (91.0 | ) | 5.0 | ||||||||||||||
Cash and equivalents increase | 2,363.7 | 926.8 | 1,920.6 | 871.9 | |||||||||||||||
Cash and equivalents at beginning of period | 1,634.8 | 2,743.8 | 2,077.9 | 2,798.7 | |||||||||||||||
Cash and equivalents at end of period | $ | 3,998.5 | $ | 3,670.6 | $ | 3,998.5 | $ | 3,670.6 |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
Restaurants at June 30, | 2015 | 2014 | |||
Conventional franchised | 20,903 | 20,481 | |||
Developmental licensed | 5,293 | 4,943 | |||
Foreign affiliated | 3,516 | 3,570 | |||
Total Franchised | 29,712 | 28,994 | |||
Company-operated | 6,656 | 6,689 | |||
Systemwide restaurants | 36,368 | 35,683 |
Derivative Assets | Derivative Liabilities | ||||||||||||||||||
In millions | June 30, 2015 | December 31, 2014 | June 30, 2015 | December 31, 2014 | |||||||||||||||
Total derivatives designated as hedging instruments | $ | 82.2 | $ | 108.2 | $ | (41.0 | ) | $ | (42.3 | ) | |||||||||
Total derivatives not designated as hedging instruments | 119.3 | 137.9 | (7.3 | ) | (7.9 | ) | |||||||||||||
Total derivatives | $ | 201.5 | $ | 246.1 | $ | (48.3 | ) | $ | (50.2 | ) |
Gain (Loss) Recognized in Accumulated OCI | Gain (Loss) Reclassified into Income from Accumulated OCI | Gain (Loss) Recognized in Income on Derivative(1) | |||||||||||||||||||||||||||
In millions | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||||
Cash Flow Hedges | $ | 19.3 | $ | 19.1 | $ | 23.4 | $ | 8.9 | $ | 20.3 | $ | 2.0 | |||||||||||||||||
Net Investment Hedges | $ | 491.2 | $ | (15.0 | ) | $ | (0.2 | ) | $ | (15.2 | ) | ||||||||||||||||||
Undesignated derivatives | $ | 0.5 | $ | 3.8 |
(1) | Includes amounts excluded from effectiveness testing, ineffectiveness, and undesignated gains (losses). |
• | Fair Value Hedges |
• | Cash Flow Hedges |
• | Net Investment Hedges |
• | Credit Risk |
Quarters Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
In millions | 2015 | 2014 | 2015 | 2014 | |||||||||||
Revenues | |||||||||||||||
U.S. | $ | 2,174.2 | $ | 2,249.0 | $ | 4,152.3 | $ | 4,303.1 | |||||||
Europe | 2,412.6 | 2,913.3 | 4,576.8 | 5,625.5 | |||||||||||
APMEA | 1,574.0 | 1,664.3 | 3,098.7 | 3,283.1 | |||||||||||
Other Countries & Corporate | 336.9 | 355.1 | 628.8 | 670.3 | |||||||||||
Total revenues | $ | 6,497.7 | $ | 7,181.7 | $ | 12,456.6 | $ | 13,882.0 | |||||||
Operating Income | |||||||||||||||
U.S. | $ | 925.8 | $ | 980.5 | $ | 1,657.6 | $ | 1,801.3 | |||||||
Europe | 685.9 | 853.6 | 1,286.8 | 1,606.1 | |||||||||||
APMEA | 258.7 | 348.3 | 327.2 | 693.4 | |||||||||||
Other Countries & Corporate | (21.1 | ) | 6.6 | (36.8 | ) | 24.2 | |||||||||
Total operating income | $ | 1,849.3 | $ | 2,189.0 | $ | 3,234.8 | $ | 4,125.0 |
• | U.S. - the Company’s largest segment, accounting for more than 40% of the Company’s 2014 operating income; |
• | International Lead Markets - established markets including Australia, Canada, France, Germany and the UK, which operate within similar economic and competitive dynamics, offer similar growth opportunities and collectively represented about 40% of the Company’s 2014 operating income; |
• | High-Growth Markets - markets with relatively higher restaurant expansion and franchising potential including China, Italy, Poland, Russia, Korea, Spain, Switzerland and the Netherlands. Together these markets accounted for about 10% of the Company’s 2014 operating income; and |
• | Foundational Markets and Corporate - the remaining markets in the McDonald’s system, each of which has the potential to operate under a largely franchised model. Corporate activities will also be reported within this segment. |
• | U.S. - the Company’s largest segment, accounting for more than 40% of the Company’s 2014 operating income; |
• | International Lead Markets - established markets including Australia, Canada, France, Germany, and the UK, which operate within similar economic and competitive dynamics, offer similar growth opportunities and collectively represented about 40% of the Company’s 2014 operating income; |
• | High-Growth Markets - markets with relatively higher restaurant expansion and franchising potential including China, Italy, Poland, Russia, Korea, Spain, Switzerland and the Netherlands. Together these markets accounted for about 10% of the Company’s 2014 operating income; and |
• | Foundational Markets and Corporate - the remaining markets in the McDonald’s system, each of which has the potential to operate under a largely franchised model. Corporate activities will also be reported within this segment. |
• | Accelerate the pace of refranchising by increasing the global franchised percentage to about 90% by the end of 2018 through refranchising about 3,500 restaurants. In conjunction with our refranchising plans, we will take a market-by-market approach, set higher financial screens for markets operating company-operated restaurants, and leverage both conventional and developmental licensee structures across the segments. Our new, more heavily-franchised business model will generate more stable and predictable revenue and cash flow streams and will require a less resource-intensive support structure; |
• | Deliver approximately $300 million in net annual savings on selling, general and administrative expenses, which will be realized by the end of 2017, in connection with the Company's organizational restructure, refranchising strategy, and more stringent discipline around spending throughout the organization; and |
• | Return $8 to $9 billion to shareholders in 2015 and to reach the top end of its 3-year $18 to $20 billion cash return to shareholders target by the end of 2016. |
• | Global comparable sales decrease of 0.7% for the quarter and 1.5% for the six months, reflecting negative guest traffic in all major segments |
• | Consolidated revenues decrease of 10% (increase of 1% in constant currencies) for the quarter and decrease of 10% (flat in constant currencies) for the six months |
• | Consolidated operating income decrease of 16% (6% in constant currencies) for the quarter and decrease of 22% (13% in constant currencies) for the six months, partly reflecting the impact of first and second quarter strategic charges of $195 million and $45 million, respectively |
• | Diluted earnings per share of $1.26 for the quarter and $2.09 for the six months, a decrease of 10% (1% in constant currencies) and 20% (11% in constant currencies), respectively. In constant currencies and excluding the impact of the first and second quarter strategic charges, earnings per share for the six months would have decreased $0.08 or 3% |
• | Returned $2.5 billion to shareholders through share repurchases and dividends, bringing the year-to-date return to shareholders to $3.9 billion in connection with our 3-year target to return $18-20 billion to shareholders by the end of 2016. |
• | Changes in Systemwide sales are driven by comparable sales and net restaurant unit expansion. The Company expects net restaurant additions to add approximately 2 percentage points to 2015 Systemwide sales growth (in constant currencies), most of which will be due to the 829 net restaurants (981 net traditional openings less 152 net satellite closings) added in 2014. |
• | The Company does not generally provide specific guidance on changes in comparable sales. However, as a perspective, assuming no change in cost structure, a 1 percentage point change in comparable sales for the U.S. would change annual diluted earnings per share by about 4 cents. |
• | With about 75% of McDonald's grocery bill comprised of 10 different commodities, a basket of goods approach is the most comprehensive way to look at the Company's commodity costs. For the full year 2015, the total basket of goods cost is expected to increase 1.5%-2.5% in the U.S. |
• | The Company expects full-year 2015 selling, general and administrative expenses to increase approximately 2%-4% in constant currencies. Fluctuations between quarters may occur. |
• | Based on current interest and foreign currency exchange rates, the Company expects interest expense for the full-year 2015 to increase about 10% compared with 2014 due to higher average debt balances. |
• | A significant part of the Company's operating income is generated outside the U.S., and about 40% of its total debt is denominated in foreign currencies. Accordingly, earnings are affected by changes in foreign currency exchange rates, particularly the Euro, British Pound, Australian Dollar and Canadian Dollar. Collectively, these currencies represent approximately 70% of the Company's operating income outside the U.S. If all four of these currencies moved by 10% in the same direction, the Company's annual diluted earnings per share would change by about 25 cents. |
• | The Company expects the effective income tax rate for the full-year 2015 to be at the high end of the existing 31%-33% range. Some volatility may be experienced between the quarters resulting in a quarterly tax rate outside of the annual range. |
• | The Company expects capital expenditures for 2015 to be approximately $2.0 billion. About half of this amount will be used to open new restaurants. The Company expects to open more than 1,000 restaurants including about 450 restaurants in affiliated and developmental licensee markets where the Company does not fund any capital expenditures. The Company expects net additions of about 300 restaurants, reflecting 700 restaurant closings. The remaining capital will be used to reinvest in existing locations. |
• | return $8 to $9 billion to shareholders in 2015 and to reach the top end of its 3-year $18 to $20 billion cash return to shareholders target by the end of 2016 through a combination of dividends and share repurchases. |
• | refranchise about 3,500 restaurants with franchised restaurants accounting for approximately 90% of global restaurants by the end of 2018. |
• | achieve net annual savings on selling, general and administrative expenses of about $300 million, which will be realized by the end of 2017, in connection with the Company's organizational restructure, refranchising strategy, and more stringent discipline around spending throughout the organization. |
• | Information in constant currency is calculated by translating current year results at prior year average exchange rates. Management reviews and analyzes business results excluding the effect of foreign currency translation and bases incentive compensation plans on these results because they believe this better represents the Company’s underlying business trends. |
• | Systemwide sales include sales at all restaurants, whether operated by the Company or by franchisees. While franchised sales are not recorded as revenues by the Company, management believes the information is important in understanding the Company’s financial performance because these sales are the basis on which the Company calculates and records franchised revenues and are indicative of the financial health of the franchisee base. |
• | Comparable sales represent sales at all restaurants and comparable guest counts represent the number of transactions at all restaurants, whether operated by the Company or by franchisees, in operation at least thirteen months including those temporarily closed. Some of the reasons restaurants may be temporarily closed include reimaging or remodeling, rebuilding, road construction and natural disasters. Comparable sales exclude the impact of currency translation. Comparable sales are driven by changes in guest counts and average check, which is affected by changes in pricing and product mix. Typically, pricing has a greater impact on average check than product mix. Management reviews the increase or decrease in comparable sales and comparable guest counts compared with the same period in the prior year to assess business trends. |
CONSOLIDATED OPERATING RESULTS | |||||||||||||||
Quarter Ended | Six Months Ended | ||||||||||||||
Dollars in millions, except per share data | June 30, 2015 | June 30, 2015 | |||||||||||||
Amount | Increase/ (Decrease) | Amount | Increase/ (Decrease) | ||||||||||||
Revenues | |||||||||||||||
Sales by Company-operated restaurants | $ | 4,261.1 | (11 | )% | $ | 8,175.2 | (12 | )% | |||||||
Revenues from franchised restaurants | 2,236.6 | (7 | ) | 4,281.4 | (7 | ) | |||||||||
Total revenues | 6,497.7 | (10 | ) | 12,456.6 | (10 | ) | |||||||||
Operating costs and expenses | |||||||||||||||
Company-operated restaurant expenses | 3,596.3 | (9 | ) | 6,950.6 | (10 | ) | |||||||||
Franchised restaurants—occupancy expenses | 411.0 | (4 | ) | 814.6 | (4 | ) | |||||||||
Selling, general & administrative expenses | 592.4 | (6 | ) | 1,175.2 | (6 | ) | |||||||||
Other operating (income) expense, net | 48.7 | n/m | 281.4 | n/m | |||||||||||
Total operating costs and expenses | 4,648.4 | (7 | ) | 9,221.8 | (5 | ) | |||||||||
Operating income | 1,849.3 | (16 | ) | 3,234.8 | (22 | ) | |||||||||
Interest expense | 149.2 | 8 | 296.5 | 8 | |||||||||||
Nonoperating (income) expense, net | (12.3 | ) | 40 | (28.2 | ) | n/m | |||||||||
Income before provision for income taxes | 1,712.4 | (17 | ) | 2,966.5 | (23 | ) | |||||||||
Provision for income taxes | 510.0 | (25 | ) | 952.6 | (25 | ) | |||||||||
Net income | $ | 1,202.4 | (13 | )% | $ | 2,013.9 | (22 | )% | |||||||
Earnings per common share-basic | $ | 1.26 | (10 | )% | $ | 2.10 | (20 | )% | |||||||
Earnings per common share-diluted | $ | 1.26 | (10 | )% | $ | 2.09 | (20 | )% |
IMPACT OF FOREIGN CURRENCY TRANSLATION | ||||||||||||||
Dollars in millions, except per share data | ||||||||||||||
Currency Translation Benefit/ (Cost) | ||||||||||||||
Quarters Ended June 30, | 2015 | 2014 | 2015 | |||||||||||
Revenues | $ | 6,497.7 | $ | 7,181.7 | $ | (747.1 | ) | |||||||
Company-operated margins | 664.8 | 816.1 | (88.9 | ) | ||||||||||
Franchised margins | 1,825.6 | 1,968.2 | (172.5 | ) | ||||||||||
Selling, general & administrative expenses | 592.4 | 629.2 | 42.0 | |||||||||||
Operating income | 1,849.3 | 2,189.0 | (213.0 | ) | ||||||||||
Net income | 1,202.4 | 1,387.1 | (130.7 | ) | ||||||||||
Earnings per share-diluted | $ | 1.26 | $ | 1.40 | $ | (0.13 | ) | |||||||
Currency Translation Benefit/ (Cost) | ||||||||||||||
Six Months Ended June 30, | 2015 | 2014 | 2015 | |||||||||||
Revenues | $ | 12,456.6 | $ | 13,882.0 | $ | (1,447.8 | ) | |||||||
Company-operated margins | 1,224.6 | 1,539.5 | (160.1 | ) | ||||||||||
Franchised margins | 3,466.8 | 3,760.9 | (314.9 | ) | ||||||||||
Selling, general & administrative expenses | 1,175.2 | 1,249.6 | 81.9 | |||||||||||
Operating income | 3,234.8 | 4,125.0 | (370.3 | ) | ||||||||||
Net income | 2,013.9 | 2,591.9 | (215.3 | ) | ||||||||||
Earnings per share-diluted | $ | 2.09 | $ | 2.61 | $ | (0.23 | ) |
REVENUES | ||||||||||||||
Dollars in millions | ||||||||||||||
Quarters Ended June 30, | 2015 | 2014 | (Decrease) | Inc/ (Dec) Excluding Currency Translation | ||||||||||
Company-operated sales | ||||||||||||||
U.S. | $ | 1,074.2 | $ | 1,133.4 | (5 | )% | (5 | )% | ||||||
Europe | 1,688.3 | 2,074.2 | (19 | ) | 3 | |||||||||
APMEA | 1,313.8 | 1,387.1 | (5 | ) | (1 | ) | ||||||||
Other Countries & Corporate | 184.8 | 191.2 | (3 | ) | 9 | |||||||||
Total | $ | 4,261.1 | $ | 4,785.9 | (11 | )% | 0 | % | ||||||
Franchised revenues | ||||||||||||||
U.S. | $ | 1,100.0 | $ | 1,115.6 | (1 | )% | (1 | )% | ||||||
Europe | 724.3 | 839.1 | (14 | ) | 4 | |||||||||
APMEA | 260.2 | 277.2 | (6 | ) | 7 | |||||||||
Other Countries & Corporate | 152.1 | 163.9 | (7 | ) | 10 | |||||||||
Total | $ | 2,236.6 | $ | 2,395.8 | (7 | )% | 2 | % | ||||||
Total revenues | ||||||||||||||
U.S. | $ | 2,174.2 | $ | 2,249.0 | (3 | )% | (3 | )% | ||||||
Europe | 2,412.6 | 2,913.3 | (17 | ) | 3 | |||||||||
APMEA | 1,574.0 | 1,664.3 | (5 | ) | 1 | |||||||||
Other Countries & Corporate | 336.9 | 355.1 | (5 | ) | 9 | |||||||||
Total | $ | 6,497.7 | $ | 7,181.7 | (10 | )% | 1 | % |
Six Months Ended June 30, | 2015 | 2014 | (Decrease) | Inc/ (Dec) Excluding Currency Translation | ||||||||||
Company-operated sales | ||||||||||||||
U.S. | $ | 2,064.4 | $ | 2,174.3 | (5 | )% | (5 | )% | ||||||
Europe | 3,183.0 | 4,000.0 | (20 | ) | 2 | |||||||||
APMEA | 2,587.8 | 2,744.0 | (6 | ) | (1 | ) | ||||||||
Other Countries & Corporate | 340.0 | 358.1 | (5 | ) | 7 | |||||||||
Total | $ | 8,175.2 | $ | 9,276.4 | (12 | )% | (1 | )% | ||||||
Franchised revenues | ||||||||||||||
U.S. | $ | 2,087.9 | $ | 2,128.8 | (2 | )% | (2 | )% | ||||||
Europe | 1,393.8 | 1,625.5 | (14 | ) | 3 | |||||||||
APMEA | 510.9 | 539.1 | (5 | ) | 6 | |||||||||
Other Countries & Corporate | 288.8 | 312.2 | (8 | ) | 10 | |||||||||
Total | $ | 4,281.4 | $ | 4,605.6 | (7 | )% | 2 | % | ||||||
Total revenues | ||||||||||||||
U.S. | $ | 4,152.3 | $ | 4,303.1 | (4 | )% | (4 | )% | ||||||
Europe | 4,576.8 | 5,625.5 | (19 | ) | 2 | |||||||||
APMEA | 3,098.7 | 3,283.1 | (6 | ) | 0 | |||||||||
Other Countries & Corporate | 628.8 | 670.3 | (6 | ) | 8 | |||||||||
Total | $ | 12,456.6 | $ | 13,882.0 | (10 | )% | 0 | % |
• | In the U.S., revenues decreased for the quarter and six months due to negative comparable sales, reflecting negative comparable guest counts, and the impact of refranchising. |
• | In Europe, the constant currency revenues increased for the quarter and six months reflecting a benefit from expansion, primarily in Russia, and positive comparable sales in the U.K. and Germany. This was partly offset by negative comparable sales in France and Russia and the impact of refranchising. |
• | In APMEA, the constant currency revenues for the quarter and six months benefited from expansion in the segment and strong comparable sales in Australia. This benefit was mostly offset by negative comparable sales, primarily in China and Japan due to the ongoing impact from the 2014 supplier issue, and the impact of refranchising. |
COMPARABLE SALES | |||||||||||
Increase/ (Decrease) | |||||||||||
Quarters Ended | Six Months Ended | ||||||||||
June 30, | June 30,* | ||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||
U.S. | (2.0 | )% | (1.5 | )% | (2.3 | )% | (1.6 | )% | |||
Europe | 1.2 | (1.0 | ) | 0.3 | 0.2 | ||||||
APMEA | (4.5 | ) | 1.1 | (6.3 | ) | 1.0 | |||||
Other Countries & Corporate | 6.9 | 5.6 | 6.6 | 5.8 | |||||||
Total | (0.7 | )% | (0.1 | )% | (1.5 | )% | 0.2 | % |
* | On a consolidated basis, comparable guest counts decreased 4.4% and 3.0% for the six months 2015 and 2014, respectively. |
SYSTEMWIDE SALES | ||||||||||
Quarter Ended | Six Months Ended | |||||||||
June 30, 2015 | June 30, 2015 | |||||||||
(Decrease) | Inc/ (Dec) Excluding Currency Translation | (Decrease) | Inc/ (Dec) Excluding Currency Translation | |||||||
U.S. | (1 | )% | (1 | )% | (1 | )% | (1 | )% | ||
Europe | (15 | ) | 4 | (16 | ) | 3 | ||||
APMEA | (10 | ) | (1 | ) | (11 | ) | (3 | ) | ||
Other Countries & Corporate | (10 | ) | 9 | (11 | ) | 9 | ||||
Total | (8 | )% | 1 | % | (9 | )% | 1 | % |
FRANCHISED SALES | ||||||||||||||
Dollars in millions | ||||||||||||||
Quarters Ended June 30, | 2015 | 2014 | (Decrease) | Inc/ (Dec) Excluding Currency Translation | ||||||||||
U.S. | $ | 8,002.4 | $ | 8,058.3 | (1 | )% | (1 | )% | ||||||
Europe | 4,084.2 | 4,730.0 | (14 | ) | 4 | |||||||||
APMEA | 2,772.0 | 3,171.3 | (13 | ) | (1 | ) | ||||||||
Other Countries & Corporate | 1,756.6 | 1,974.2 | (11 | ) | 9 | |||||||||
Total* | $ | 16,615.2 | $ | 17,933.8 | (7 | )% | 2 | % | ||||||
Six Months Ended June 30, | 2015 | 2014 | (Decrease) | Inc/ (Dec) Excluding Currency Translation | ||||||||||
U.S. | $ | 15,249.8 | $ | 15,396.4 | (1 | )% | (1 | )% | ||||||
Europe | 7,864.2 | 9,132.2 | (14 | ) | 3 | |||||||||
APMEA | 5,445.2 | 6,280.1 | (13 | ) | (3 | ) | ||||||||
Other Countries & Corporate | 3,404.6 | 3,841.8 | (11 | ) | 9 | |||||||||
Total* | $ | 31,963.8 | $ | 34,650.5 | (8 | )% | 1 | % |
* | Sales from developmental licensed restaurants and foreign affiliated markets where the Company earns a royalty based on a percent of sales totaled $2,989.4 million and $3,569.9 million for the quarters 2015 and 2014, respectively, and $5,932.7 million and $7,118.4 million for the six months 2015 and 2014, respectively. Results for both periods were impacted by negative comparable sales and the weaker Yen in Japan, and many weaker currencies in Latin America. The remaining balance of franchised sales is derived from conventional franchised restaurants where the Company earns rent and royalties based primarily on a percent of sales. |
FRANCHISED AND COMPANY-OPERATED RESTAURANT MARGINS | |||||||||||||||||||
Dollars in millions | |||||||||||||||||||
Percent | Amount | (Decrease) | Inc/ (Dec) Excluding Currency Translation | ||||||||||||||||
Quarters Ended June 30, | 2015 | 2014 | 2015 | 2014 | |||||||||||||||
Franchised | |||||||||||||||||||
U.S. | 82.9 | % | 83.8 | % | $ | 911.6 | $ | 934.4 | (2 | )% | (2 | )% | |||||||
Europe | 77.6 | 78.0 | 561.8 | 654.6 | (14 | ) | 4 | ||||||||||||
APMEA | 85.3 | 86.1 | 221.9 | 238.6 | (7 | ) | 6 | ||||||||||||
Other Countries & Corporate | 85.6 | 85.7 | 130.3 | 140.6 | (7 | ) | 10 | ||||||||||||
Total | 81.6 | % | 82.2 | % | $ | 1,825.6 | $ | 1,968.2 | (7 | )% | 2 | % | |||||||
Company-operated | |||||||||||||||||||
U.S. | 16.5 | % | 18.3 | % | $ | 177.2 | $ | 207.9 | (15 | )% | (15 | )% | |||||||
Europe | 18.1 | 18.6 | 306.3 | 385.7 | (21 | ) | (1 | ) | |||||||||||
APMEA | 11.6 | 13.7 | 152.2 | 190.7 | (20 | ) | (14 | ) | |||||||||||
Other Countries & Corporate | 15.7 | 16.6 | 29.1 | 31.8 | (8 | ) | 3 | ||||||||||||
Total | 15.6 | % | 17.1 | % | $ | 664.8 | $ | 816.1 | (19 | )% | (8 | )% | |||||||
Percent | Amount | (Decrease) | Inc/ (Dec) Excluding Currency Translation | ||||||||||||||||
Six Months Ended June 30, | 2015 | 2014 | 2015 | 2014 | |||||||||||||||
Franchised | |||||||||||||||||||
U.S. | 82.1 | % | 83.2 | % | $ | 1,715.1 | $ | 1,770.5 | (3 | )% | (3 | )% | |||||||
Europe | 76.8 | 77.5 | 1,070.9 | 1,259.4 | (15 | ) | 2 | ||||||||||||
APMEA | 85.1 | 86.2 | 434.7 | 464.7 | (6 | ) | 5 | ||||||||||||
Other Countries & Corporate | 85.2 | 85.3 | 246.1 | 266.3 | (8 | ) | 10 | ||||||||||||
Total | 81.0 | % | 81.7 | % | $ | 3,466.8 | $ | 3,760.9 | (8 | )% | 1 | % | |||||||
Company-operated | |||||||||||||||||||
U.S. | 15.9 | % | 17.8 | % | $ | 328.3 | $ | 388.0 | (15 | )% | (15 | )% | |||||||
Europe | 17.3 | 17.8 | 550.1 | 713.7 | (23 | ) | (4 | ) | |||||||||||
APMEA | 11.4 | 13.9 | 295.6 | 381.2 | (22 | ) | (17 | ) | |||||||||||
Other Countries & Corporate | 14.9 | 15.8 | 50.6 | 56.6 | (11 | ) | 1 | ||||||||||||
Total | 15.0 | % | 16.6 | % | $ | 1,224.6 | $ | 1,539.5 | (20 | )% | (10 | )% |
• | In the U.S., the franchised margin percent decreased for the quarter and six months primarily due to higher lease expense and negative comparable sales. |
• | In Europe, the franchised margin percent decreased for the quarter and six months primarily due to the impact of refranchising and higher lease expense. The quarter also benefited from positive comparable sales performance. |
• | In APMEA, the franchised margin percent decreased for the quarter and six months partly due to weaker operating performance in Japan, which reduced Japan's favorable contribution to the segment's margin percent. In addition, higher lease expense and refranchising negatively impacted the margin percent, partly offset by strong comparable sales performance in Australia. |
• | In the U.S., the Company-operated margin percent decreased for the quarter and six months due to the impact of negative comparable guest counts and higher labor and, to a lesser extent, commodity costs. These pressures were partly offset by a higher average check. |
• | In Europe, the Company-operated margin percent decreased for the quarter and six months primarily due to weaker results in Russia, reflecting the impact of currency and inflationary pressures on commodity costs. |
• | In APMEA, the Company-operated margin percent decreased for the quarter and six months primarily due to higher commodity and labor costs in China and other Asian markets. The ongoing, but lessening, impact from the 2014 supplier issue continued to pressure sales in China. |
CONSOLIDATED COMPANY-OPERATED RESTAURANT EXPENSES AND MARGINS AS A PERCENT OF SALES | |||||||||||
Quarters Ended | Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||
Food & paper | 33.9 | % | 33.6 | % | 33.9 | % | 33.6 | % | |||
Payroll & employee benefits | 26.3 | 25.8 | 26.6 | 26.0 | |||||||
Occupancy & other operating expenses | 24.2 | 23.5 | 24.5 | 23.8 | |||||||
Total expenses | 84.4 | % | 82.9 | % | 85.0 | % | 83.4 | % | |||
Company-operated margins | 15.6 | % | 17.1 | % | 15.0 | % | 16.6 | % |
OTHER OPERATING (INCOME) EXPENSE, NET | |||||||||||||||
Dollars in millions | |||||||||||||||
Quarters Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Gains on sales of restaurant businesses | $ | (39.3 | ) | $ | (21.9 | ) | $ | (63.9 | ) | $ | (50.9 | ) | |||
Equity in earnings of unconsolidated affiliates | 24.3 | (14.4 | ) | 87.7 | (30.9 | ) | |||||||||
Asset dispositions and other (income) expense, net | 63.7 | 2.4 | 257.6 | 7.6 | |||||||||||
Total | $ | 48.7 | $ | (33.9 | ) | $ | 281.4 | $ | (74.2 | ) |
OPERATING INCOME | |||||||||||||
Dollars in millions | |||||||||||||
Quarters Ended June 30, | 2015 | 2014 | (Decrease) | (Decrease) Excluding Currency Translation | |||||||||
U.S. | $ | 925.8 | $ | 980.5 | (6 | )% | (6 | )% | |||||
Europe | 685.9 | 853.6 | (20 | ) | (2 | ) | |||||||
APMEA | 258.7 | 348.3 | (26 | ) | (16 | ) | |||||||
Other Countries & Corporate | (21.1 | ) | 6.6 | n/m | (28 | ) | |||||||
Total | $ | 1,849.3 | $ | 2,189.0 | (16 | )% | (6 | )% | |||||
Six Months Ended June 30, | 2015 | 2014 | (Decrease) | (Decrease) Excluding Currency Translation | |||||||||
U.S. | $ | 1,657.6 | $ | 1,801.3 | (8 | )% | (8 | )% | |||||
Europe | 1,286.8 | 1,606.1 | (20 | ) | (3 | ) | |||||||
APMEA | 327.2 | 693.4 | (53 | ) | (47 | ) | |||||||
Other Countries & Corporate | (36.8 | ) | 24.2 | n/m | (49 | ) | |||||||
Total | $ | 3,234.8 | $ | 4,125.0 | (22 | )% | (13 | )% |
• | In the U.S., operating income for the quarter and six months decreased primarily due to lower restaurant margin dollars, reflecting soft, top-line performance and cost pressures. In addition, the six months included restructuring and restaurant closing charges. |
• | In Europe, constant currency operating income decreased for the quarter and six months primarily due to lower other operating income, including restructuring charges incurred in the second quarter, and lower Company-operated margin dollars in Russia, partly offset by higher franchised margin dollars. |
• | In APMEA, the constant currency operating income decrease for the quarter and six months reflected negative operating performance in Japan and lower Company-operated margin dollars, partly offset by higher franchised margin dollars. In addition, the six months included strategic charges related to the impact from restaurant closings and other management actions. |
• | Combined Operating Margin |
NONOPERATING (INCOME) EXPENSE, NET | |||||||||||||||
Dollars in millions | |||||||||||||||
Quarters Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Interest Income | $ | (1.7 | ) | $ | (7.4 | ) | $ | (4.0 | ) | $ | (10.8 | ) | |||
Foreign currency and hedging activity | (19.0 | ) | (5.5 | ) | (34.9 | ) | 6.5 | ||||||||
Other (income) expense, net | 8.4 | (7.5 | ) | 10.7 | 1.1 | ||||||||||
Total | $ | (12.3 | ) | $ | (20.4 | ) | $ | (28.2 | ) | $ | (3.2 | ) |
• | Continue to innovate and differentiate in all aspects of the McDonald’s experience in a way that balances value with profitability; |
• | Reinvest in our restaurants and identify and develop restaurant sites consistent with our System’s plans for net growth of System-wide restaurants; |
• | Provide clean and friendly environments that deliver a consistent McDonald's experience and demonstrate high service levels; |
• | Drive restaurant improvements that achieve optimal capacity, particularly during peak mealtime hours; and |
• | Manage the complexity of our restaurant operations. |
• | The relative level of our defense costs, which vary from period to period depending on the number, nature and procedural status of pending proceedings; |
• | The cost and other effects of settlements, judgments or consent decrees, which may require us to make disclosures or take other actions that may affect perceptions of our brand and products; |
• | Adverse results of pending or future litigation, including litigation challenging the composition and preparation of our products, or the appropriateness or accuracy of our marketing or other communication practices; and |
• | The scope and terms of insurance or indemnification protections that we may have. |
• | The continuing unpredictable global economic and market conditions; |
• | Governmental action or inaction in light of key indicators of economic activity or events that can significantly influence financial markets, particularly in the United States which is the principal trading market for our common stock, and media reports and commentary about economic or other matters, even when the matter in question does not directly relate to our business; |
• | Trading activity in our common stock or trading activity in derivative instruments with respect to our common stock or debt securities, which can be affected by market commentary (including commentary that may be unreliable or incomplete); unauthorized disclosures about our performance, plans or expectations about our business; our actual performance and creditworthiness; investor confidence generally; actions by shareholders and others seeking to influence our business strategies; portfolio transactions in our stock by significant shareholders; or trading activity that results from the ordinary course rebalancing of stock indices in which McDonald’s may be included, such as the S&P 500 Index and the Dow Jones Industrial Average; |
• | The impact of our stock repurchase program or dividend rate; and |
• | The impact on our results of corporate actions and market and third-party perceptions and assessments of such actions, such as those we may take from time to time as part of our continuous review of our corporate structure and strategies in light of business, legal and tax considerations. |
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) | ||||||||||
April 1 - 30, 2015 | 1,695,297 | $ | 96.18 | 1,695,297 | $ | 7,280,193,244 | ||||||||
May 1 - 31, 2015 | 5,043,441 | 98.01 | 5,043,441 | 6,785,903,810 | ||||||||||
June 1 - 30, 2015 | 10,621,013 | 95.90 | 10,621,013 | 5,767,345,243 | ||||||||||
Total | 17,359,751 | $ | 96.54 | 17,359,751 |
* | 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, among other types of transactions and arrangements. |
(1) | On May 21, 2014, the Company’s Board of Directors approved a share repurchase program, effective July 1, 2014, that authorizes the purchase of up to $10 billion of the Company’s outstanding common stock with no specified expiration date. |
Exhibit Number | Description | ||||||
(3) | (a) | Restated Certificate of Incorporation, effective as of June 14, 2012, incorporated herein by reference from Form 10-Q, for the quarter ended June 30, 2012. | |||||
(b) | By-Laws, as amended and restated with effect as of July 19, 2012, incorporated herein by reference from Form 8-K, filed July 20, 2012. | ||||||
(4) | Instruments defining the rights of security holders, including Indentures:* | ||||||
(a) | Senior Debt Securities Indenture, incorporated herein by reference from Exhibit (4)(a) of Form S-3 Registration Statement (File No. 333-14141), filed October 15, 1996. | ||||||
(b) | Subordinated Debt Securities Indenture, incorporated herein by reference from Exhibit (4)(b) of Form S-3 Registration Statement (File No. 333-14141), filed October 15, 1996. | ||||||
(10) | Material Contracts | ||||||
(a) | Directors’ Deferred Compensation Plan, effective as of January 1, 2008, incorporated herein by reference from Form 8-K, filed December 4, 2007.** | ||||||
(b) | McDonald’s Excess Benefit and Deferred Bonus Plan, effective January 1, 2011, as amended and restated March 22, 2010, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2010.** | ||||||
(c) | McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective as of September 1, 2001, incorporated herein by reference from Form 10-K, for the year ended December 31, 2001.** | ||||||
(i) | First Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective as of January 1, 2002, incorporated herein by reference from Form 10-K, for the year ended December 31, 2002.** | ||||||
(ii) | Second Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective January 1, 2005, incorporated herein by reference from Form 10-K, for the year ended December 31, 2004.** | ||||||
(d) | 1992 Stock Ownership Incentive Plan, as amended and restated January 1, 2001, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2001.** | ||||||
(i) | First Amendment to McDonald’s Corporation 1992 Stock Ownership Incentive Plan, as amended and restated, effective as of February 14, 2007, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2007.** | ||||||
(e) | McDonald’s Corporation Executive Retention Replacement Plan, effective as of December 31, 2007 (as amended and restated on December 31, 2008), incorporated herein by reference from Form 10-K, for the year ended December 31, 2008.** | ||||||
(f) | McDonald’s Corporation Amended and Restated 2001 Omnibus Stock Ownership Plan, effective July 1, 2008, incorporated herein by reference from Form 10-Q, for the quarter ended June 30, 2009.** | ||||||
(i) | First Amendment to the McDonald’s Corporation Amended and Restated 2001 Omnibus Stock Ownership Plan, incorporated herein by reference from Form 10-K, for the year ended December 31, 2008.** | ||||||
(ii) | Second Amendment to the McDonald’s Corporation Amended and Restated 2001 Omnibus Stock Ownership Plan as amended, effective February 9, 2011, incorporated herein by reference from Form 10-K, for the year ended December 31, 2010.** | ||||||
(g) | McDonald's Corporation 2012 Omnibus Stock Ownership Plan, effective June 1, 2012, incorporated herein by reference from Form 10-Q, for the quarter ended September 30, 2012.** | ||||||
(h) | McDonald’s Corporation 2009 Cash Incentive Plan, effective as of May 27, 2009, incorporated herein by reference from Form 10-Q, for the quarter ended June 30, 2009.** | ||||||
Exhibit Number | Description | ||||||
(i) | McDonald's Corporation Target Incentive Plan, effective January 1, 2013, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2013.** | ||||||
(j) | McDonald's Corporation Cash Performance Unit Plan, effective February 13, 2013, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2013.** | ||||||
(k) | Form of Executive Stock Option Grant Agreement in connection with the Amended and Restated 2001 Omnibus Stock Ownership Plan, as amended, incorporated herein by reference from Form 10-K, for the year ended December 31, 2011.** | ||||||
(l) | Form of Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2001 Omnibus Stock Ownership Plan, as amended, incorporated herein by reference from Form 10-K, for the year ended December 31, 2011.** | ||||||
(m) | Form of Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2013.** | ||||||
(n) | Form of Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2013.** | ||||||
(o) | Form of Special CPUP Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2013.** | ||||||
(p) | McDonald’s Corporation Severance Plan, as amended and restated, effective July 1, 2015, filed herewith. ** | ||||||
(q) | Form of McDonald's Corporation Tier I Change of Control Employment Agreement, incorporated herein by reference from Form 10-Q, for the quarter ended September 30, 2008.** | ||||||
(r) | Amended Assignment Agreement between Timothy Fenton and the Company, dated January 2008, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2008.** | ||||||
(i) | 2009 Amendment to the Amended Assignment Agreement between Timothy Fenton and the Company, effective as of January 1, 2009, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2009.** | ||||||
(s) | Description of Restricted Stock Units granted to Andrew J. McKenna, incorporated herein by reference from Form 10-Q, for the quarter ended June 30, 2014.** | ||||||
(t) | Assignment Agreement between Douglas Goare and the Company, effective January 1, 2012, incorporated herein by reference from Form 10-K, for the year ended December 31, 2013.** | ||||||
(u) | Assignment Agreement between David Hoffmann and the Company, effective April 13, 2011, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2014.** | ||||||
(i) | 2015 Extension of the Assignment Agreement between David Hoffmann and the Company, dated as of January 7, 2015, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2015.** | ||||||
(v) | Form of 2014 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2014.** | ||||||
(w) | Retirement Agreement between Timothy Fenton and the Company, dated July 9, 2014, incorporated herein by reference from Form 10-Q, for the quarter ended September 30, 2014.** | ||||||
(x) | Retirement and Consulting Agreement between Donald Thompson and the Company, effective March 1, 2015, incorporated herein by reference from Form 8-K, filed on March 3, 2015.** | ||||||
(y) | Form of 2015 Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Form 10-Q, for the quarter ended March 31, 2015.** | ||||||
(12) | Computation of Ratios. |
Exhibit Number | 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. | ||||||
(101.INS) | XBRL Instance Document. | ||||||
(101.SCH) | XBRL Taxonomy Extension Schema Document. | ||||||
(101.CAL) | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||
(101.DEF) | XBRL Taxonomy Extension Definition Linkbase Document. | ||||||
(101.LAB) | XBRL Taxonomy Extension Label Linkbase Document. | ||||||
(101.PRE) | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||
* | 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 under these instruments, 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. |
McDONALD’S CORPORATION (Registrant) | |||
/s/ Kevin M. Ozan | |||
August 5, 2015 | Kevin M. Ozan | ||
Corporate Executive Vice President and Chief Financial Officer |
Page | ||||
ARTICLE I. ‑ Statement of Purpose | 1 | |||
ARTICLE II. ‑ Definitions | 1 | |||
ARTICLE III. ‑ Eligibility | 5 | |||
ARTICLE IV. ‑ Benefits | 6 | |||
Section 4.1. | Computation of Severance Pay | 6 | ||
Section 4.2. | Medical, Dental and Vision Coverage | 6 | ||
Section 4.3. | Transitional Assistance | 7 | ||
Section 4.4. | Stock Options and Restricted Stock Units | 7 | ||
Section 4.5. | Sabbatical | 7 | ||
Section 4.6. | Prorated TIP Bonuses | 7 | ||
Section 4.7. | Company Vehicle | 7 | ||
Section 4.8. | Prorated CPUP Payment | 8 | ||
Section 4.9. | Timing Rules for Certain Reimbursements and Payments | 8 | ||
ARTICLE V. ‑ Payment of Severance Pay and Sabbatical Pay | 8 | |||
Section 5.1. | Form and Timing of Payments | 8 | ||
Section 5.2. | Delayed Payment Date for Key Employees | 8 | ||
Section 5.3. | Death of Qualifying Employee | 9 | ||
Section 5.4. | Offsets for Foreign Severance Benefits | 9 | ||
ARTICLE VI. ‑ Requirement of Effective Release; Integration with Other Benefits | 9 | |||
Section 6.1. | Releases Generally | 9 | ||
Section 6.2. | Benefit Programs Generally | 10 | ||
Section 6.3. | Severance Not Compensation; Severance Period Not Service | 10 | ||
Section 6.4. | Increases in Compensation, Stock Option Grants and Restricted Stock Units | 11 | ||
Section 6.5. | Limitations on Severance | 11 | ||
ARTICLE VII. ‑ Discontinuance or Repayment of Benefits Upon Re-Employment or For Cause | 11 | |||
Section 7.1. | Discontinuance or Repayment upon Re-Employment | 11 | ||
Section 7.2. | Discontinuance or Repayment for Cause | 11 | ||
ARTICLE VIII. ‑ Plan Administration | 12 | |||
ARTICLE IX. ‑ Claims Procedure | 12 | |||
Section 9.1. | Filing a Claim | 12 | ||
Section 9.2. | Review of Claim Denial | 13 | ||
ARTICLE X. ‑ Amendment and Termination | 13 |
ARTICLE XI. ‑ Miscellaneous | 14 | |||
Section 11.1. | Qualifying Employee Information | 14 | ||
Section 11.2. | Successors and Assigns | 14 | ||
Section 11.3. | Employment Rights | 14 | ||
Section 11.4. | Controlling Law | 14 | ||
Section 11.5. | Notices | 14 | ||
Section 11.6. | Interests Not Transferable | 14 | ||
Section 11.7. | Mistake of Fact or Law | 14 | ||
Section 11.8. | Representations Contrary to the Plan | 15 | ||
Section 11.9. | Plan Funding | 15 | ||
Section 11.10. | Headings | 15 | ||
Section 11.11. | Severability | 15 | ||
Section 11.12. | Withholding | 15 | ||
Section 11.13. | Indemnification | 15 | ||
Appendix I ‑ Schedule of Severance Benefits | ||||
(a) | an Employee’s commission of any act or acts involving dishonesty, fraud, illegality or moral turpitude; |
(b) | an Employee’s willful or reckless material misconduct in the performance of his or her duties; |
(c) | an Employee’s willful habitual neglect of material duties; or |
(d) | an Employee’s serious and reckless or intentional violation of McDonald’s Standards of Business Conduct. |
(a) | Reduction in the work force; |
(b) | Elimination of a position or job restructuring; |
(c) | Elimination of a position due to outsourcing; or |
(d) | Termination of employment by an Employer without Cause. |
McDONALD’S CORPORATION | ||||
/s/ Richard Floersch | ||||
Richard Floersch | ||||
Corporate Executive Vice President and Chief Human Resources Officer | ||||
Compensation Band | Weeks of Severance | ||
Weeks/Years of Service | Minimum | Maximum | |
Associate and Coordination | 2 weeks | 8 weeks | 20 weeks |
Specialist, Supv/Consulting & Mgmt/Advisory | 2 weeks | 12 weeks | 26 weeks |
Direction and Sr. Direction | 2 weeks | 16 weeks | 38 weeks |
Leadership and above | 2 weeks | 26 weeks | 52 weeks |
Position | Weeks of Severance | |
Minimum | Maximum | |
Officer | 26 weeks | 52 weeks |
Director | 13 weeks | 26 weeks |
Manager | 6 weeks | 26 weeks |
All Others | 2 weeks | 13 weeks |
Exhibit 12. Computation of Ratios | |||||||||||||||||||||||||||
Ratio of Earnings to Fixed Charges | |||||||||||||||||||||||||||
Dollars in millions | |||||||||||||||||||||||||||
Six Months | |||||||||||||||||||||||||||
Ended June 30, | Years Ended December 31, | ||||||||||||||||||||||||||
2015 | 2014 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||||
Earnings available for fixed charges | |||||||||||||||||||||||||||
- Income before provision for income taxes | $ | 2,966.5 | $ | 3,854.8 | $ | 7,372.0 | $ | 8,204.5 | $ | 8,079.0 | $ | 8,012.2 | $ | 7,000.3 | |||||||||||||
- Noncontrolling interest expense in operating results of majority-owned subsidiaries less equity in undistributed operating results of less than 50%-owned affiliates | 2.9 | 5.0 | 6.3 | 9.0 | 11.1 | 13.3 | 10.4 | ||||||||||||||||||||
- Income tax provision (benefit) of 50%-owned affiliates included in income from continuing operations before provision for income taxes | 3.0 | 8.0 | (0.1 | ) | 23.8 | 64.0 | 65.5 | 28.7 | |||||||||||||||||||
- Portion of rent charges (after reduction for rental income from subleased properties) considered to be representative of interest factors* | 179.7 | 189.9 | 374.6 | 374.6 | 358.1 | 339.4 | 315.4 | ||||||||||||||||||||
- Interest expense, amortization of debt discount and issuance costs, and depreciation of capitalized interest* | 311.2 | 285.9 | 596.1 | 548.9 | 550.1 | 520.5 | 479.1 | ||||||||||||||||||||
$ | 3,463.3 | $ | 4,343.6 | $ | 8,348.9 | $ | 9,160.8 | $ | 9,062.3 | $ | 8,950.9 | $ | 7,833.9 | ||||||||||||||
Fixed charges | |||||||||||||||||||||||||||
- Portion of rent charges (after reduction for rental income from subleased properties) considered to be representative of interest factors* | $ | 179.7 | $ | 189.9 | $ | 374.6 | $ | 374.6 | $ | 358.1 | $ | 339.4 | $ | 315.4 | |||||||||||||
- Interest expense, amortization of debt discount and issuance costs* | 302.8 | 277.8 | 579.8 | 532.1 | 532.8 | 503.0 | 461.5 | ||||||||||||||||||||
- Capitalized interest* | 4.8 | 7.2 | 14.8 | 15.6 | 16.1 | 14.0 | 12.0 | ||||||||||||||||||||
$ | 487.3 | $ | 474.9 | $ | 969.2 | $ | 922.3 | $ | 907.0 | $ | 856.4 | $ | 788.9 | ||||||||||||||
Ratio of earnings to fixed charges | 7.11 | 9.15 | 8.61 | 9.93 | 9.99 | 10.45 | 9.93 |
* | Includes amounts of the Company and its majority-owned subsidiaries, and one-half of the amounts of 50%-owned affiliates. The Company records interest expense on unrecognized tax benefits in the provision for income taxes. This interest is not included in the computation of fixed charges. |
(1) | I have reviewed this quarterly report on Form 10-Q of McDonald’s Corporation; |
(2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
(4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Stephen J. Easterbrook |
Stephen J. Easterbrook |
President and Chief Executive Officer |
(1) | I have reviewed this quarterly report on Form 10-Q of McDonald’s Corporation; |
(2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
(3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
(4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Kevin M. Ozan |
Kevin M. Ozan |
Corporate Executive Vice President and Chief Financial Officer |
/s/ Stephen J. Easterbrook |
Stephen J. Easterbrook |
President and Chief Executive Officer |
/s/ Kevin M. Ozan |
Kevin M. Ozan |
Corporate Executive Vice President and Chief Financial Officer |
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