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2015 Annual Report PDF
2015 Annual Report PDF
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
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 (I.R.S. Employer
incorporation or organization) Identification No.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer Accelerated filer
Non-accelerated filer (do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2015 was $89,518,453,614.
The number of shares outstanding of the registrants common stock as of January 31, 2016 was 901,607,888.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates information by reference from the registrants 2016 definitive proxy statement, which will be filed no later than 120 days after
December 31, 2015.
McDONALDS CORPORATION
INDEX
Page reference
Part I.
Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1A Risk Factors and Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . 3
Item 1B Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4 Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Additional Item Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Part II.
Item 5 Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . 13
Item 7A Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . 51
Item 9A Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Item 9B Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Part III.
Item 10 Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. . . 51
Item 13 Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . 52
Item 14 Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Part IV.
Item 15 Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Exhibits
All trademarks used herein are the property of their respective owners.
Under a conventional franchise arrangement, the Company
PART I owns the land and building or secures a long-term lease for the
restaurant location and the franchisee pays for equipment, signs,
ITEM 1. Business seating and dcor. The Company believes that ownership of real
estate, combined with the co-investment by franchisees, enables
McDonalds Corporation, the registrant, together with its sub- us to achieve restaurant performance levels that are among the
sidiaries, is referred to herein as the Company. highest in the industry.
Franchisees are also responsible for reinvesting capital in
a. General their businesses over time. In addition, to accelerate
Through June 30, 2015, the Company was managed as distinct implementation of certain initiatives, the Company frequently co-
geographic segments, comprised of the U.S., Europe, Asia/Pacific, invests with franchisees to fund improvements to their restaurants
Middle East and Africa ("APMEA") and Other Countries & or their operating systems. These investments, developed with
Corporate, which included Canada and Latin America. Beginning input from McDonalds with the aim of improving local business
July 1, 2015, McDonalds started operating under a new performance, increase the value of our Brand through the
organizational structure that combines markets with similar development of modernized, more attractive and higher revenue
characteristics and opportunities for growth. Information about the generating restaurants.
Company's new segments is provided in the Overview section of The Companys typical franchise term is 20 years. The
Management's Discussion and Analysis of Financial Condition and Company requires franchisees to meet rigorous standards and
Results of Operations in Part II, Item 7, page 13 of this Form 10-K. generally does not work with passive investors. The business
relationship with franchisees is designed to assure consistency
b. Financial information about segments and high quality at all McDonalds restaurants. Conventional
Segment data for the years ended December 31, 2015, 2014, and franchisees contribute to the Companys revenue through the
2013 are included in Part II, Item 8, page 44 of this Form 10-K. payment of rent and royalties based upon a percent of sales, with
specified minimum rent payments, along with initial fees paid upon
c. Narrative description of business the opening of a new restaurant or grant of a new franchise. This
structure enables McDonalds to generate significant levels of
General cash flow.
The Company operates and franchises McDonalds restaurants, Under a developmental license arrangement, licensees
which serve a locally-relevant menu of quality food and drinks sold provide capital for the entire business, including the real estate
at various price points in more than 100 countries. McDonalds interest. The Company does not invest any capital under a
global system is comprised of both Company-owned and developmental license arrangement. The Company receives a
franchised restaurants. McDonalds franchised restaurants are royalty based upon a percent of sales as well as initial fees upon
owned and operated under one of the following structures - the opening of a new restaurant or grant of a new license. We use
conventional franchise, developmental license or affiliate. The the developmental license ownership structure in over 70
optimal ownership structure for an individual restaurant, trading countries with a total of approximately 5,500 restaurants. The
area or market (country) is based on a variety of factors, including largest developmental licensee operates approximately 2,100
the availability of individuals with the entrepreneurial experience restaurants in 19 countries in Latin America and the Caribbean.
and financial resources, as well as the local legal and regulatory Finally, the Company also has an equity investment in a
environment in critical areas such as property ownership and limited number of foreign affiliated markets, referred to as
franchising. We continually review our mix of Company-owned and affiliates. In these markets, the Company receives a royalty
franchised restaurants to help optimize overall performance, with a based on a percent of sales and records its share of net results in
goal to be 95% franchised over the long term. The business Equity in earnings of unconsolidated affiliates. The largest of these
relationship between McDonalds and its independent franchisees affiliates is Japan, where there are nearly 3,000 restaurants.
is of fundamental importance to overall performance and to the
McDonalds Brand. This business relationship is supported by an Supply Chain and Quality Assurance
agreement that requires adherence to standards and policies The Company and its franchisees purchase food, packaging,
essential to protecting our brand. equipment and other goods from numerous independent
The Company is primarily a franchisor, with more than 80% of suppliers. The Company has established and enforces high quality
McDonald's restaurants owned and operated by independent standards and product specifications. The Company has quality
franchisees. Franchising enables an individual to own a restaurant centers around the world designed to ensure that its high
business and maintain control over staffing, purchasing, marketing standards are consistently met. The quality assurance process not
and pricing decisions, while also benefiting from the strength of only involves ongoing product reviews, but also on-site supplier
McDonalds global brand, operating system and financial visits. A Food Safety Advisory Council, composed of the
resources. One of the strengths of this model is that the expertise Companys technical, safety and supply chain specialists, as well
gained from operating Company-owned restaurants allows as suppliers and outside academia, provides strategic global
McDonalds to improve the operations and success of all leadership for all aspects of food safety. In addition, the Company
restaurants while innovations from franchisees can be tested and, works closely with suppliers to encourage innovation, assure best
when viable, efficiently implemented across relevant restaurants. practices and drive continuous improvement. Leveraging scale,
Directly operating McDonalds restaurants contributes supply chain infrastructure and risk management strategies, the
significantly to our ability to act as a credible franchisor. Having Company also collaborates with suppliers toward a goal of
Company-owned restaurants provides Company personnel with a achieving competitive, predictable food and paper costs over the
venue for restaurant operations training experience. In addition, in long term.
our Company-owned and operated restaurants, and in Independently owned and operated distribution centers,
collaboration with franchisees, we are able to further develop and approved by the Company, distribute products and supplies to
refine operating standards, marketing concepts and product and McDonalds restaurants. In addition, restaurant personnel are
pricing strategies that will ultimately benefit relevant McDonalds trained in the proper storage, handling and preparation of
restaurants. products.
Competition
McDonalds restaurants compete with international, national,
regional and local retailers of food products. The Company
competes on the basis of price, convenience, service, menu
variety and product quality in a highly fragmented global
restaurant industry.
ITEM 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
The Companys common stock trades under the symbol MCD and is listed on the New York Stock Exchange in the U.S. The following table
sets forth the common stock price ranges on the New York Stock Exchange and dividends declared per common share:
2015 2014
Dollars per share High Low Dividend High Low Dividend
Quarter:
First 101.09 88.77 0.85 99.07 92.22 0.81
Second 101.08 94.02 0.85 103.78 96.52 0.81
Third 101.88 87.50 0.85 101.36 90.53 1.66 *
Fourth 120.23 97.13 0.89 97.50 87.62
Year 120.23 87.50 3.44 103.78 87.62 3.28
* Includes a $0.81 per share dividend declared and paid in third quarter, and a $0.85 per share dividend declared in third quarter and paid in fourth quarter.
The number of shareholders of record and beneficial owners of the Companys common stock as of January 31, 2016 was estimated to
be 1,579,000.
Given the Companys returns on equity, incremental invested capital and assets, management believes it is prudent to reinvest in the
business in markets with acceptable returns and/or opportunity for long-term growth and use excess cash flow to return cash to
shareholders through dividends and share repurchases. The Company has paid dividends on common stock for 40 consecutive years
through 2015 and has increased the dividend amount at least once every year. As in the past, future dividend amounts will be considered
after reviewing profitability expectations and financing needs, and will be declared at the discretion of the Companys Board of Directors.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table presents information related to repurchases of common stock the Company made during the quarter ended
December 31, 2015*:
On February 12, 2016, the Company paid $2.7 billion under an Accelerated Share Repurchase agreement and received an initial delivery of
18.5 million shares, which represents 80% of the total shares the Company expects to receive based on the market price at the time of initial
delivery. The final number of shares delivered upon settlement of the agreement, between April 1, 2016 and May 13, 2016, will be
determined with reference to the volume weighted average price per share of the Company's common stock over the term of the
agreement, less a negotiated discount.
At least annually, we consider which companies comprise a readily identifiable investment peer group. McDonald's is included in published
restaurant indices; however, unlike most other companies included in these indices, which have no or limited international operations,
McDonald's does business in more than 100 countries and a substantial portion of our revenues and income is generated outside the U.S.
In addition, because of our size, McDonald's inclusion in those indices tends to skew the results. Therefore, we believe that such a
comparison is not meaningful.
Our market capitalization, trading volume and importance in an industry that is vital to the U.S. economy have resulted in McDonald's
inclusion in the Dow Jones Industrial Average (DJIA) since 1985. Like McDonald's, many DJIA companies generate meaningful revenues
and income outside the U.S. and some manage global brands. Thus, we believe that the use of the DJIA companies as the group for
comparison purposes is appropriate.
The following performance graph shows McDonald's cumulative total shareholder returns (i.e., price appreciation and reinvestment of
dividends) relative to the Standard & Poor's 500 Stock Index (S&P 500 Index) and to the DJIA companies for the five-year period ended
December 31, 2015. The graph assumes that the value of an investment in McDonald's common stock, the S&P 500 Index and the DJIA
companies (including McDonald's) was $100 at December 31, 2010. For the DJIA companies, returns are weighted for market capitalization
as of the beginning of each period indicated. These returns may vary from those of the Dow Jones Industrial Average Index, which is not
weighted by market capitalization, and may be composed of different companies during the period under consideration.
250
200
150
100
50
Company/Index Dec '10 Dec '11 Dec '12 Dec '13 Dec '14 Dec '15
McDonald's Corporation 100 135 122 139 139 181
S&P 500 Index 100 102 118 157 178 181
Dow Jones Industrials 100 108 119 155 170 171
Currency translation
Reported amount benefit/(cost)
In millions, except per share data 2015 2014 2013 2015 2014 2013
Revenues $ 25,413 $ 27,441 $ 28,106 $(2,829) $ (570) $ (29)
Company-operated margins 2,511 2,881 3,296 (331) (60) (7)
Franchised margins 7,278 7,575 7,607 (626) (119) (43)
Selling, general & administrative expenses 2,434 2,488 2,386 158 21 (5)
Operating income 7,146 7,949 8,764 (771) (152) (66)
Net income 4,529 4,758 5,586 (473) (114) (52)
Earnings per common sharediluted 4.80 4.82 5.55 (0.50) (0.12) (0.05)
NET INCOME AND DILUTED EARNINGS PER COMMON SHARE write-offs in conjunction with the Company's refranchising
In 2015, net income decreased 5% (increased 5% in constant initiatives, restructuring and incremental restaurant closings. The
currencies) to $4.5 billion and diluted earnings per common share strategic charges and gain on sale of property in the U.S. had a
was flat (increased 10% in constant currencies) at $4.80. Foreign negative net impact on diluted earnings per share of $0.18 in
currency translation had a negative impact of $0.50 on diluted 2015.
earnings per share. Results in 2014 were negatively impacted by the following
In 2014, net income decreased 15% (13% in constant items that had a negative impact of $0.54 on diluted earnings per
currencies) to $4.8 billion and diluted earnings per common share share:
decreased 13% (11% in constant currencies) to $4.82. Foreign $0.31 per share due to an increase in tax reserves for
currency translation had a negative impact of $0.12 on diluted 2003-2010 resulting from an unfavorable lower tax court
earnings per share. ruling in a foreign tax jurisdiction, as well as an increase
Results in 2015 benefited from higher franchised margins and in tax reserves related to audit progression in other
a gain on sale of property in the U.S., partly offset by strategic foreign tax jurisdictions.
charges, primarily related to goodwill impairment and other asset
REVENUES
The Companys revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees. Revenues
from conventional franchised restaurants include rent and royalties based on a percent of sales, minimum rent payments and initial fees.
Revenues from franchised restaurants that are licensed to foreign affiliates and developmental licensees include a royalty based on a
percent of sales, and generally include initial fees.
The Company is accelerating the pace of refranchising to optimize its restaurant ownership mix, generate more stable and predictable
revenue and cash flow streams, and operate with a less resource-intensive structure. The shift to a greater percentage of franchised
restaurants negatively impacts consolidated revenues as Company-operated sales are replaced by franchised sales, where the Company
receives rent and/or royalty revenue based on a percentage of sales.
In 2015, constant currency revenue growth was driven by positive comparable sales and the benefit from expansion. In 2014, constant
currency revenue was flat compared to the prior year, reflecting the impact of negative comparable sales, partially offset by expansion.
Revenues
Increase/(decrease)
excluding currency
Amount Increase/(decrease) translation
Dollars in millions 2015 2014 2013 2015 2014 2015 2014
Company-operated sales:
U.S. $ 4,198 $ 4,351 $ 4,512 (4%) (4%) (4%) (4%)
International Lead Markets 4,798 5,443 5,513 (12) (1) 1 (1)
High Growth Markets 5,442 6,071 6,322 (10) (4) 6 1
Foundational Markets & Corporate 2,050 2,304 2,528 (11) (9) 5 (3)
Total $16,488 $18,169 $18,875 (9%) (4%) 2% (1%)
Franchised revenues:
U.S. $ 4,361 $ 4,300 $ 4,339 1% (1%) 1% (1%)
International Lead Markets 2,817 3,101 3,023 (9) 3 6 4
High Growth Markets 731 774 721 (5) 7 9 7
Foundational Markets & Corporate 1,016 1,097 1,148 (7) (4) 10 4
Total $ 8,925 $ 9,272 $ 9,231 (4%) 0% 5% 2%
Total revenues:
U.S. $ 8,559 $ 8,651 $ 8,851 (1%) (2%) (1%) (2%)
International Lead Markets 7,615 8,544 8,536 (11) 0 3 1
High Growth Markets 6,173 6,845 7,043 (10) (3) 6 1
Foundational Markets & Corporate 3,066 3,401 3,676 (10) (7) 7 (1)
Total $25,413 $27,441 $28,106 (7%) (2%) 3% 0%
US: In 2015, the decrease in revenues reflected the impact High Growth Markets: In 2015, the increase in constant
from refranchising. In 2014, the decrease was due to negative currency revenues was due to expansion and positive
comparable sales, reflecting negative comparable guest comparable sales, primarily driven by Russia and China. In
counts. 2014, the constant currency increase reflected a benefit from
expansion, primarily in Russia and China, partly offset by
International Lead Markets: In 2015, the increase in
negative comparable sales, reflecting the impact from the
constant currency revenues was due to positive comparable
supplier issue in China and weaker results in Russia.
sales performance, primarily in the U.K., Australia and
Canada, partly offset by the impact of refranchising. In 2014,
the constant currency increase was driven primarily by
positive comparable sales and the benefit from expansion in
the U.K., mostly offset by negative comparable sales and the
impact of refranchising in Germany.
Increase/(decrease)
excluding currency
translation
2015 2014 2015 2014
U.S. 1% (1%) 1% (1%)
International Lead Markets (10) 2 5 3
High Growth Markets (7) 1 8 4
Foundational Markets & Corporate (13) (7) 3 3
Total (6%) (2%) 3% 1%
Franchised sales are not recorded as revenues by the Company, but are the basis on which the Company calculates and records
franchised revenues and are indicative of the financial health of the franchisee base. The following table presents franchised sales and the
related increases/(decreases):
Franchised sales
Increase/(decrease)
excluding currency
Amount Increase/(decrease) translation
Dollars in millions 2015 2014 2013 2015 2014 2015 2014
U.S. $31,639 $31,096 $31,344 2% (1%) 2% (1%)
International Lead Markets 16,313 17,921 17,507 (9) 2 6 4
High Growth Markets 4,525 4,678 4,305 (3) 9 10 8
Foundational Markets & Corporate 13,749 15,922 17,095 (14) (7) 3 4
Total $66,226 $69,617 $70,251 (5%) (1%) 4% 2%
Increase/(decrease)
% of % of % of Increase/ excluding currency
Amount Revenue Amount Revenue Amount Revenue (decrease) translation
Dollars in millions 2015 2014 2013 2015 2014 2015 2014
U.S. $3,606 82.7% $3,572 83.1% $3,626 83.6% 1% (1%) 1% (1%)
International Lead Markets 2,254 80.0 2,486 80.1 2,430 80.4 (9) 2 6 4
High Growth Markets 520 71.1 555 71.7 531 73.6 (6) 4 7 4
Foundational Markets & Corporate 898 88.3 962 87.7 1,020 88.9 (7) (6) 11 3
Total $7,278 81.5% $7,575 81.7% $7,607 82.4% (4%) 0% 4% 1%
US: In 2015, the decrease in the franchised margin percent High Growth Markets: In 2015, the decrease in the
was due to higher occupancy costs. In 2014, the decrease franchised margin percent was primarily due to the impact
was primarily due to negative comparable sales and higher from refranchising. In 2014, the decrease was primarily due to
occupancy costs. negative comparable sales across the segment.
International Lead Markets: In 2015, the franchised margin The franchised margin percent in Foundational Markets &
percent reflected the benefit from positive comparable sales Corporate is higher relative to the other segments due to a larger
performance and the negative impact from higher lease proportion of developmental licensed and/or affiliated restaurants
expense and refranchising. In 2014, the decrease was due to where the Company receives royalty income with no
weaker results in Germany and the negative impact from corresponding occupancy costs.
refranchising, primarily in Germany and Australia, partly offset
by positive results in the U.K.
COMPANY-OPERATED MARGINS
Company-operated margin dollars represent sales by Company-operated restaurants less the operating costs of these restaurants. In 2015,
Company-operated margin dollars decreased $370 million or 13% (1% in constant currencies). In 2014, Company-operated margin dollars
decreased $415 million or 13% (11% in constant currencies), reflecting weak results across all segments.
Company-operated margins
Increase/(decrease)
% of % of % of Increase/ excluding currency
Amount Revenue Amount Revenue Amount Revenue (decrease) translation
Dollars in millions 2015 2014 2013 2015 2014 2015 2014
U.S. $ 632 15.1% $ 756 17.4% $ 830 18.4% (16%) (9%) (16%) (9%)
International Lead Markets 961 20.0 1,080 19.8 1,079 19.6 (11) 0 2 1
High Growth Markets 659 12.1 780 12.9 1,019 16.1 (16) (23) 3 (19)
Foundational Markets & Corporate 259 12.7 265 11.5 368 14.6 (2) (28) 15 (25)
Total $2,511 15.2% $2,881 15.9% $3,296 17.5% (13%) (13%) (1%) (11%)
U.S.: In 2015, the decrease in the Company-operated margin High Growth Markets: In 2015, the decrease in the
percent was primarily due to the incremental investment in Company-operated margin percent was primarily due to the
wages and benefits for eligible Company-operated restaurant negative impact from currency and inflationary pressures in
employees, effective July 1, 2015, designed to improve Russia, and higher labor and occupancy costs across the
restaurant performance and enhance our employment segment. This was partly offset by the benefit from recovery in
proposition. In 2014, the decrease was due to the impact of China from the 2014 supplier issue. In 2014, the decrease
negative comparable guest counts and higher commodity and was primarily due to the negative impact of the supplier issue
labor costs, partly offset by higher average check. in China and weaker results in Russia.
International Lead Markets: In 2015, the increase in the
Company-operated margin percent was due to higher
comparable sales and the result of refranchising efforts, partly
offset by higher labor and occupancy costs. In 2014, the
increase was primarily due to positive results in France, partly
offset by weaker results in Germany.
Increase/(decrease)
excluding currency
Amount Increase/(decrease) translation
Dollars in millions 2015 2014 2013 2015 2014 2015 2014
U.S. $ 766 $ 772 $ 740 (1%) 4% (1%) 4%
International Lead Markets 534 621 586 (14) 6 (1) 7
High Growth Markets 326 389 352 (16) 11 (5) 13
Foundational Markets & Corporate(1) 808 706 708 15 0 20 0
Total $ 2,434 $ 2,488 $ 2,386 (2%) 4% 4% 5%
(1) Included in Foundational Markets & Corporate are home office support costs in areas such as facilities, finance, human resources, information technology, legal,
marketing, restaurant operations, supply chain and training.
Selling, general and administrative expenses as a percent of revenues was 9.6% in 2015, 9.1% in 2014 and 8.5% in 2013. Selling,
general and administrative expenses as a percent of Systemwide sales was 2.9% in 2015, 2.8% in 2014 and 2.7% in 2013. Management
believes that analyzing selling, general and administrative expenses as a percent of Systemwide sales, as well as revenues, is meaningful
because these costs are incurred to support the overall McDonald's business.
As a result of the re-categorization of all markets from the prior geographic segments into the new segments, historical market support
expenses outside the U.S. were reallocated from the prior geographic segments into the new international segments for all periods
presented. Beginning July 1, 2015, the Company centralized certain market support expenses previously incurred by the geographic
segments into Corporate. As a result, these expenses were included in the segment results prior to July 1, 2015 and in Corporate results
subsequent to that date.
OTHER OPERATING (INCOME) EXPENSE, NET Asset dispositions and other (income) expense, net
In 2015, results included a $135 million gain on the sale of
Other operating (income) expense, net property in the U.S., mostly offset by asset write-offs resulting from
the decision to close under-performing restaurants, primarily in the
In millions 2015 2014 2013
U.S. and China. In 2014, the increase in asset dispositions and
Gains on sales of restaurant
businesses $ (146) $ (137) $ (199) other expense was primarily due to higher asset write-offs and
Equity in (earnings) losses of lower other income items in the U.S.
unconsolidated affiliates 147 9 (78)
Impairment and other charges
Asset dispositions and other (income)
expense, net (27) 108 30 In 2015, the Company recorded strategic charges related to
goodwill and other asset write-offs in conjunction with its
Impairment and other charges 235 39 0
refranchising initiative in certain Foundational markets and global
Total $ 209 $ 19 $ (247)
restructuring activities. In 2014, impairment and other charges
Gains on sales of restaurant businesses primarily reflected certain costs associated with the supplier issue
in China.
In 2015, the Company realized higher gains on sales of restaurant
businesses, primarily in the U.S., mostly offset by lower gains in
China and Australia. In 2014, the decrease in results reflected
lower gains, primarily in Australia, China and the U.S.
Equity in (earnings) losses of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates decreased in 2015
and 2014, primarily due to weaker results in Japan, including the
decision to close under-performing restaurants in 2015 and the
supplier issue in 2014.
Operating income
Increase/(decrease)
excluding currency
Amount Increase/(decrease) translation
Dollars in millions 2015 2014 2013 2015 2014 2015 2014
U.S. $3,612 $3,523 $3,779 3% (7%) 3% (7%)
International Lead Markets 2,713 3,034 3,029 (11) 0 4 1
High Growth Markets 841 934 1,250 (10) (25) 9 (23)
Foundational Markets & Corporate (20) 458 706 n/m (35) (74) (22)
Total $7,146 $7,949 $8,764 (10%) (9%) 0% (8%)
U.S.: In 2015, the increase in operating income was due INTEREST EXPENSE
primarily to a gain on sale of property and higher franchised Interest expense increased 11% (16% in constant currencies) and
margin dollars, partly offset by lower Company-operated increased 9% (9% in constant currencies) in 2015 and 2014,
margin dollars reflecting higher costs associated with the respectively, primarily due to higher average debt balances.
incremental investment in wages and benefits for eligible Results were partly offset in 2015 by lower interest rates.
Company-operated restaurant employees, effective July 1,
2015. In addition, 2015 results were negatively impacted by NONOPERATING (INCOME) EXPENSE, NET
restructuring and restaurant closing charges. In 2014, the Nonoperating (income) expense, net
decrease in results was due to lower restaurant margin
dollars, lower other operating income and higher selling, In millions 2015 2014 2013
general and administrative expenses. Interest income $ (9) $ (20) $ (15)
Foreign currency and hedging activity (56) 20 8
International Lead Markets: In 2015, the constant currency
operating income increase was due primarily to higher Other expense 17 1 39
franchised margin dollars, benefiting from positive Total $ (48) $ 1 $ 32
comparable sales performance. In 2014, the constant
currency increase was due primarily to higher franchised Foreign currency and hedging activity includes net gains or losses
margin dollars, partly offset by higher selling, general and on certain hedges that reduce the exposure to variability on
administrative expenses. certain intercompany foreign currency cash flow streams.
Operating margin
Operating margin is defined as operating income as a percent
of total revenues. Operating margin was 28.1% in 2015,
29.0% in 2014 and 31.2% in 2013.
In May 2014, the Companys Board of Directors approved a In 2015, return on average assets decreased primarily due to
$10 billion share repurchase program with no specified expiration the negative impact of foreign currency translation on operating
date ("2014 Program"). In 2015, approximately 61.8 million shares income, partly offset by lower average assets, while return on
were repurchased for $6.2 billion, bringing total purchases under average common equity increased primarily due to lower average
the program to $8.1 billion. In December 2015, the Company's common equity as a result of higher treasury stock purchases. In
Board of Directors terminated the 2014 program and replaced it 2014, return on average assets and return on average common
with a new share repurchase program, effective January 1, 2016, equity decreased, reflecting lower operating results. Operating
that authorizes the purchase of up to $15 billion of the Company's income does not include interest income; however, cash balances
outstanding common stock with no specified expiration date. are included in average assets. The inclusion of cash balances in
On February 12, 2016, the Company paid $2.7 billion under average assets reduced return on average assets by about two
an Accelerated Share Repurchase agreement and received an percentage points for all years presented.
initial delivery of 18.5 million shares, which represents 80% of the
FINANCING AND MARKET RISK
total shares the Company expects to receive based on the market
price at the time of initial delivery. The final number of shares The Company generally borrows on a long-term basis and is
delivered upon settlement of the agreement, between April 1, 2016 exposed to the impact of interest rate changes and foreign
and May 13, 2016, will be determined with reference to the volume currency fluctuations. Debt obligations at December 31, 2015
weighted average price per share of the Companys common totaled $24.1 billion, compared with $15.0 billion at December 31,
stock over the term of the agreement, less a negotiated discount. 2014. The net increase in 2015 was primarily due to net long-term
The Company has paid dividends on its common stock for 40 issuances of $9.7 billion in connection with the Company's plans
consecutive years and has increased the dividend amount every to optimize its capital structure.
year. The 2015 full year dividend of $3.44 per share reflects the
Debt highlights(1)
quarterly dividend paid for each of the first three quarters of $0.85
per share, with an increase to $0.89 per share paid in the fourth 2015 2014 2013
quarter. This 5% increase in the quarterly dividend equates to a
Fixed-rate debt as a percent of total
$3.56 per share annual dividend and reflects the Companys debt(2,3) 81% 74% 74%
confidence in the ongoing strength and reliability of its cash flow.
As in the past, future dividend amounts will be considered after Weighted-average annual interest
rate of total debt(3) 3.8 4.0 4.0
reviewing profitability expectations and financing needs, and will
be declared at the discretion of the Companys Board of Directors. Foreign currency-denominated debt
as a percent of total debt(2) 29 40 41
Total debt as a percent of total
capitalization (total debt and total
Shareholders' equity)(2) 77 54 47
Cash provided by operations as a
percent of total debt(2) 27 45 50
(1) All percentages are as of December 31, except for the weighted-average
annual interest rate, which is for the year.
(2) Based on debt obligations before the effects of fair value hedging
adjustments and deferred debt costs. These effects are excluded as they
have no impact on the obligation at maturity. See Debt financing note to
the consolidated financial statements.
(3) Includes the effect of interest rate swaps.
Increase/ Increase/
Years ended December 31, 2015 2014 (decrease) Years ended December 31, 2015 2012 (decrease)
NUMERATOR: NUMERATOR:
Operating income $7,145.5 $7,949.2 $ (803.7) Operating income $ 7,145.5 $ 8,604.6 $(1,459.1)
Depreciation and amortization 1,555.7 1,644.5 (88.8) Depreciation and amortization 1,555.7 1,488.5 67.2
Currency translation(1) 919.9 Currency translation(3) 1,114.4
Change in operating income plus depreciation and Change in operating income plus depreciation and
amortization (at constant foreign exchange rates) $ 27.4 amortization (at constant foreign exchange rates) $ (277.5)
DENOMINATOR: DENOMINATOR:
Weighted-average cash used for Weighted-average cash used for
investing activities(2) $ 1,774.7 investing activities(4) $ 7,495.6
(1) (3)
Currency translation 4.1 Currency translation (66.8)
Weighted-average cash used for investing activities Weighted-average cash used for investing activities
(at constant foreign exchange rates) $ 1,778.8 (at constant foreign exchange rates) $ 7,428.8
One-year ROIIC 1.5% Three-year ROIIC (3.7)%
(1) Represents the effect of foreign currency translation by translating results (3) Represents the effect of foreign currency translation by translating results
at an average exchange rate for the periods measured. at an average exchange rate for the periods measured.
(2) Represents one-year weighted-average cash used for investing activities, (4) Represents three-year weighted-average cash used for investing
determined by applying the weightings below to the cash used for activities, determined by applying the weightings below to the cash used
investing activities for each quarter in the two-year period ended for investing activities for each quarter in the four-year period ended
December 31, 2015. December 31, 2015.
GOODWILL
Goodwill represents the excess of cost over the net tangible assets and identifiable intangible assets of acquired restaurant businesses. The
Company's goodwill primarily results from purchases of McDonald's restaurants from franchisees and ownership increases in subsidiaries or
affiliates, and it is generally assigned to the reporting unit (defined as each individual country) expected to benefit from the synergies of the
combination. If a Company-operated restaurant is sold within 24 months of acquisition, the goodwill associated with the acquisition is written
off in its entirety. If a restaurant is sold beyond 24 months from the acquisition, the amount of goodwill written off is based on the relative fair
value of the business sold compared to the reporting unit.
The following table presents the 2015 activity in goodwill by segment:
The Company conducts goodwill impairment testing in the fourth quarter of each year or whenever an indicator of impairment exists. If
an indicator of impairment exists (e.g., estimated earnings multiple value of a reporting unit is less than its carrying value), the goodwill
impairment test compares the fair value of a reporting unit, generally based on discounted future cash flows, with its carrying amount
including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is measured as the difference
between the implied fair value of the reporting unit's goodwill and the carrying amount of goodwill. Historically, goodwill impairment has not
significantly impacted the consolidated financial statements. Accumulated impairment losses at December 31, 2015 and 2014 were $94.1
million and $13.7 million, respectively.
In connection with the Company's global restructuring, the Company evaluated the change to its new reporting segments and
determined that it is still appropriate for reporting units to be defined as each individual country when testing goodwill for impairment.
Gain (Loss)
Recognized in Earnings
Gain (Loss) Gain (Loss) Reclassified (Amount Excluded from
Derivatives in Hedging Recognized in AOCI From AOCI Into Earnings Effectiveness Testing and
Relationships (Effective Portion) (Effective Portion) Ineffective Portion)
In millions 2015 2014 2015 2014 2015 2014
Foreign currency $ 35.3 $ 62.0 $ 53.0 $ 11.0 $ 22.9 $ 9.5
Interest rate(1) 0.0 0.0 (0.5) (0.5) 0.0 0.0
$ 35.3 $ 62.0 $ 52.5 $ 10.5 $ 22.9 $ 9.5
(1)
The amount of gain (loss) reclassified from AOCI into earnings is recorded in interest expense.
The following table summarizes the Companys debt obligations (interest rates and debt amounts reflected in the table include the
effects of interest rate swaps).
RSUs
RSUs generally vest 100% on the third anniversary of the grant and are payable in either shares of McDonalds common stock or cash, at
the Companys discretion. Certain executives have been awarded RSUs that vest based on Company performance. The fair value of each
RSU granted is equal to the market price of the Companys stock at date of grant less the present value of expected dividends over the
vesting period.
A summary of the Companys RSU activity during the years ended December 31, 2015, 2014 and 2013 is presented in the following
table:
The total fair value of RSUs vested during 2015, 2014 and 2013 was $49.4 million, $54.9 million and $60.2 million, respectively. The tax
benefit realized from RSUs vested during 2015 was $14.2 million.
The Companys internal control over financial reporting is designed 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. The
Companys internal control over financial reporting includes those policies and procedures that:
I. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
II. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and
III. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Companys assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or
overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial
statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.
Management assessed the design and effectiveness of the Companys internal control over financial reporting as of December 31, 2015. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control Integrated Framework (2013 Framework).
Based on managements assessment using those criteria, as of December 31, 2015, management believes that the Companys internal
control over financial reporting is effective.
Ernst & Young, LLP, independent registered public accounting firm, has audited the financial statements of the Company for the fiscal years
ended December 31, 2015, 2014 and 2013 and the Companys internal control over financial reporting as of December 31, 2015. Their
reports are presented on the following pages. The independent registered public accountants and internal auditors advise management of
the results of their audits, and make recommendations to improve the system of internal controls. Management evaluates the audit
recommendations and takes appropriate action.
McDONALDS CORPORATION
February 25, 2016
We have audited the accompanying consolidated balance sheets of McDonalds Corporation as of December 31, 2015 and 2014, and the
related consolidated statements of income, comprehensive income, shareholders equity, and cash flows for each of the three years in the
period ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
McDonalds Corporation at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), McDonalds
Corporations internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 25, 2016, expressed an unqualified opinion thereon.
Chicago, Illinois
February 25, 2016
We have audited McDonald's Corporation's internal control over financial reporting as of December 31, 2015 based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). McDonalds Corporations management is responsible for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
report on Managements Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, McDonalds Corporation maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements of McDonalds Corporation as of December 31, 2015 and 2014 and for each of the three years in the
period ended December 31, 2015, and our report dated February 25, 2016, expressed an unqualified opinion thereon.
Chicago, Illinois
February 25, 2016
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The following table summarizes information about the Companys equity compensation plans as of December 31, 2015. All outstanding
awards relate to the Companys common stock. Shares issued under all of the following plans may be from the Companys treasury, newly
issued or both.
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan category (a) (b) (c)
(1)
Equity compensation plans approved by security holders 24,296,587 $ 84.64 37,824,870
(2)
Equity compensation plans not approved by security holders 400 29.43
Total 24,296,987 $ 84.64 37,824,870
(1) Includes 11,383,822 stock options and 116,715 restricted stock units granted under the McDonalds Corporation 2001 Omnibus Stock Ownership Plan and
10,506,628 stock options and 2,289,422 restricted stock units granted under the McDonald's Corporation 2012 Omnibus Stock Ownership Plan.
(2) Includes 400 stock options granted under the 1992 Stock Ownership Plan.
Additional matters incorporated herein by reference from the Companys definitive proxy statement, which will be filed no later than
120 days after December 31, 2015.
PART IV
* 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.