falseMCDONALDS
CORP000006390800000639082022-10-272022-10-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 27,
2022
McDONALD’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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1-5231 |
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36-2361282 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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110 North Carpenter Street
Chicago, Illinois
(Address of Principal Executive Offices)
60607
(Zip Code)
(630) 623-3000
(Registrant’s telephone number, including area
code)
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see
General Instruction A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
MCD |
New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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☐ |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 2.02. Results of Operations and Financial
Condition.
On October 27, 2022, McDonald’s Corporation issued an investor
release reporting its results for the third quarter and nine months
ended September 30, 2022. A copy of the investor release is
being filed as Exhibit
99.1
to this Form 8-K and is incorporated by reference in its entirety.
Also filed herewith and incorporated by reference as Exhibit
99.2
is supplemental information for the third quarter and nine months
ended September 30, 2022. The information under this
Item 2.02, including such Exhibits, shall be deemed to be
“filed” for purposes of the Securities Exchange Act of 1934, as
amended.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
104 Cover Page Interactive Data File
(embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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McDONALD’S CORPORATION |
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(Registrant) |
Date: |
October 27, 2022 |
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By: |
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/s/ Catherine Hoovel |
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Catherine Hoovel |
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Corporate Senior Vice President – Corporate Controller
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Exhibit 99.1
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FOR IMMEDIATE RELEASE |
FOR MORE INFORMATION CONTACT: |
10/27/2022 |
Investors: Mike
Cieplak, investor.relations@us.mcd.com |
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Media: Lauren Altmin, lauren.altmin@us.mcd.com |
McDONALD'S REPORTS THIRD QUARTER 2022 RESULTS
•Global
comparable sales increased nearly 10%, with growth across all
segments
•U.S.
comparable sales increased more than 6% for the quarter, marking
the ninth consecutive quarter of comparable sales growth for the
segment
•Digital
Systemwide sales* in our top six markets were nearly $7 billion for
the quarter, representing over a third of total Systemwide sales in
those markets
CHICAGO, IL - McDonald's Corporation today announced results for
the third quarter ended September 30, 2022.
“Our third quarter 2022 performance demonstrated broad-based
business momentum as global comparable sales increased nearly 10%.
I remain confident in our
Accelerating the Arches
strategy as our teams around the world continue to execute at a
high level,” said McDonald’s President and Chief Executive Officer,
Chris Kempczinski. “As the macroeconomic landscape continues to
evolve and uncertainties persist, we are operating from a position
of competitive strength. I also want to thank our franchisees, who
have done a tremendous job navigating this environment, while
providing great value to our customers.”
Third quarter financial performance:
•Global
comparable sales increased 9.5%, reflecting positive comparable
sales across all segments:
•U.S.
increased 6.1%
•International
Operated Markets segment increased 8.5%
•International
Developmental Licensed Markets segment increased 16.7%
•Consolidated
revenues decreased 5% (increased 2% in constant
currencies).
•Systemwide
sales increased 2% (9% in constant currencies).
•Consolidated
operating income decreased 7% (increased 1% in constant
currencies). Excluding $106 million of prior year gains related to
the sale of McDonald’s Japan stock, consolidated operating income
decreased 4% (increased 4% in constant currencies).
•Diluted
earnings per share was $2.68, a decrease of 6% (flat in constant
currencies).
Excluding the prior year gains described above of $0.10 per share,
diluted earnings per share decreased 3% (increased 4% in constant
currencies).
•The
Company declared a 10% increase in its quarterly cash dividend to
$1.52 per share.
*Refer to page 4 for a definition of Systemwide sales.
COMPARABLE SALES
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Increase/(Decrease) |
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Quarters Ended September 30, |
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2022
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2021
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U.S. |
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6.1 |
% |
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9.6 |
% |
International Operated Markets |
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8.5 |
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13.9 |
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International Developmental Licensed Markets &
Corporate |
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16.7 |
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16.7 |
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Total |
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9.5 |
% |
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12.7 |
% |
•U.S.:
Comparable sales results benefited from strategic menu price
increases and positive guest counts. Successful marketing
promotions featuring the core menu and continued digital and
delivery growth contributed to positive comparable sales
results.
•International
Operated Markets:
Strong operating performance drove positive comparable sales across
the segment, led by strong comparable sales in Germany, Australia
and France.
•International
Developmental Licensed Markets:
The quarter reflected strong comparable sales driven by Brazil and
Japan, partly offset by negative comparable sales in China due to
continued COVID-19 related government restrictions.
KEY FINANCIAL METRICS - CONSOLIDATED
Dollars in millions, except per share data
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Quarters Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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Inc/ (Dec) |
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Inc/ (Dec)
Excluding
Currency
Translation |
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2022 |
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2021 |
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Inc/ (Dec) |
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Inc/ (Dec)
Excluding
Currency
Translation |
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Revenues |
$ |
5,872.1 |
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$ |
6,201.3 |
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(5) |
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% |
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2 |
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% |
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$ |
17,256.1 |
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$ |
17,213.8 |
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— |
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% |
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6 |
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% |
Operating income |
2,763.9 |
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2,986.5 |
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(7) |
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1 |
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6,788.3 |
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7,958.9 |
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(15) |
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(9) |
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Net income |
1,981.6 |
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2,149.9 |
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(8) |
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(1) |
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4,274.0 |
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5,906.4 |
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(28) |
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(23) |
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Earnings per share-diluted |
$ |
2.68 |
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$ |
2.86 |
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(6) |
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% |
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— |
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% |
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$ |
5.75 |
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$ |
7.86 |
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(27) |
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% |
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(22) |
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% |
Results for the quarter and nine months 2022 were negatively
impacted by foreign currency translation due to the weakening of
all major currencies against the U.S. Dollar.
Results for 2022 included the following:
•Pre-tax
charges of $1,281 million, or $1.44 per share, for the nine months,
related to the sale of the Company's business in
Russia
•Pre-tax
gain of $271 million, or $0.40 per share, for the nine months,
related to the Company's sale of its Dynamic Yield
business
•$537
million, or $0.72 per share, for the nine months, of nonoperating
expense related to the settlement of a tax audit in
France
Results for 2021 included the following:
•Net
pre-tax gains of $106 million, or $0.10 per share, for the quarter
and $339 million, or $0.33 per share, for the nine months,
primarily related to the sale of McDonald's Japan
stock
•$364
million, or $0.48 per share, for the nine months related to the
remeasurement of deferred taxes as a result of a change in the U.K.
statutory income tax rate
NET INCOME AND EARNINGS PER SHARE-DILUTED
RECONCILIATION
Dollars in millions, except per share data
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Quarters Ended September 30, |
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Net Income |
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Earnings per share - diluted |
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2022 |
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2021 |
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Inc/ (Dec) |
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Inc/ (Dec)
Excluding
Currency
Translation |
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2022 |
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2021 |
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Inc/ (Dec) |
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Inc/ (Dec)
Excluding
Currency
Translation |
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GAAP |
$ |
1,981.6 |
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$ |
2,149.9 |
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(8) |
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% |
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(1) |
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% |
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$ |
2.68 |
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$ |
2.86 |
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(6) |
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% |
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$ |
— |
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% |
(Gains)/charges |
— |
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(73.7) |
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— |
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(0.10) |
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Change in U.K. statutory tax rate |
— |
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— |
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— |
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— |
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France tax settlement |
— |
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— |
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— |
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— |
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Non-GAAP |
$ |
1,981.6 |
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$ |
2,076.2 |
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(5) |
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% |
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2 |
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% |
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$ |
2.68 |
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$ |
2.76 |
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(3) |
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% |
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4 |
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% |
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Nine Months Ended September 30, |
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Net Income |
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Earnings per share - diluted |
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2022 |
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2021 |
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Inc/ (Dec) |
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Inc/ (Dec)
Excluding
Currency
Translation |
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2022 |
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2021 |
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Inc/ (Dec) |
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Inc/ (Dec)
Excluding
Currency
Translation |
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GAAP |
$ |
4,274.0 |
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$ |
5,906.4 |
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(28) |
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% |
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(23) |
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% |
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$ |
5.75 |
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$ |
7.86 |
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(27) |
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% |
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(22) |
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% |
(Gains)/charges |
770.7 |
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(243.4) |
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1.04 |
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(0.33) |
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Change in U.K. statutory tax rate |
— |
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(363.7) |
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— |
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(0.48) |
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France tax settlement |
537.2 |
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— |
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0.72 |
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— |
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Non-GAAP |
$ |
5,581.9 |
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$ |
5,299.3 |
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5 |
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% |
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11 |
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% |
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$ |
7.51 |
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$ |
7.05 |
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7 |
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% |
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12 |
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% |
In constant currencies, results for both periods reflected strong
operating performance driven by higher sales-driven Franchised
margins. Company-operated margins were negatively impacted for both
periods by the permanent restaurant closures in Russia and the
temporary restaurant closures in Ukraine, as well as by
inflationary cost pressures. The nine months also reflected an
income tax benefit associated with global tax audit
progression.
THE FOLLOWING DEFINITIONS APPLY TO THESE TERMS AS USED THROUGHOUT
THIS RELEASE
Constant currency
results exclude the effects of foreign currency translation and are
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,
impairment and other strategic charges and gains, as well as
material regulatory and other income tax impacts, and bases
incentive compensation plans on these results because the Company
believes this better represents underlying business
trends.
Comparable sales
are compared to the same period in the prior year and represent
sales 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, natural disasters and acts of war, terrorism or
other hostilities (including restaurants temporarily closed due to
COVID-19, as well as those that remain closed in Ukraine).
Restaurants in Russia were treated as permanently closed as of
April 1, 2022 and therefore excluded from the calculation of
comparable sales beginning in the second quarter of 2022.
Comparable sales exclude the impact of currency translation and the
sales of any market considered hyper-inflationary (generally
identified as those markets whose cumulative inflation rate over a
three-year period exceeds 100%), which management believes more
accurately reflects the underlying business trends. Comparable
sales are driven by changes in guest counts and average check, the
latter of which is affected by changes in pricing and product
mix.
Systemwide sales
include sales at all restaurants, whether operated by the Company
or by franchisees. This includes sales from digital channels, which
are comprised of the mobile app, delivery and kiosk at both
Company-operated and franchised restaurants. 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. The
Company's revenues consist of sales by Company-operated restaurants
and fees from franchised restaurants operated by conventional
franchisees, developmental licensees and affiliates. Changes in
Systemwide sales are primarily driven by comparable sales and net
restaurant unit expansion.
Free cash flow,
defined as cash provided by operations less capital expenditures,
and free cash flow conversion rate, defined as free cash flow
divided by net income, are measures reviewed by management in order
to evaluate the Company’s ability to convert net profits into cash
resources, after reinvesting in the core business, that can be used
to pursue opportunities to enhance shareholder value.
RELATED COMMUNICATIONS
This press release should be read in conjunction with
Exhibit
99.2
to the Company's Form 8-K filing for supplemental information
related to the Company's results for the quarter and nine months
ended September 30, 2022.
McDonald’s Corporation will broadcast its investor earnings
conference call live over the Internet at 7:30 a.m. (Central Time)
on October 27, 2022. A link to the live webcast will be
available at
www.investor.mcdonalds.com.
There will also be an archived webcast available for a limited time
thereafter.
UPCOMING COMMUNICATIONS
For important news and information regarding McDonald's, including
the timing of future investor conferences and earnings calls, visit
the Investor Relations section of the Company's Internet home page
at
www.investor.mcdonalds.com.
McDonald's uses this website as a primary channel for disclosing
key information to its investors, some of which may contain
material and previously non-public information.
ABOUT McDONALD’S
McDonald’s is the world’s leading global foodservice retailer with
nearly 40,000 locations in over 100 countries. Approximately 95% of
McDonald’s restaurants worldwide are owned and operated by
independent local business owners.
FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements, which
reflect management's expectations regarding future events and
operating performance and speak only as of the date hereof. These
forward-looking statements involve a number of risks and
uncertainties. Factors that could cause actual results to differ
materially from expectations are detailed in the Company’s filings
with the Securities and Exchange Commission, including the risk
factors discussed in Exhibit
99.2
to the Company’s Form 8-K filing on October 27, 2022. The
Company undertakes no obligation to update such forward-looking
statements, except as may otherwise be required by
law.
McDONALD'S CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
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Dollars and shares in millions, except per share data |
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Quarters Ended September 30, |
2022 |
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2021 |
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Inc/ (Dec) |
Revenues |
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Sales by Company-operated restaurants |
$ |
2,124.8 |
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$ |
2,598.4 |
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$ |
(473.6) |
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(18) |
% |
Revenues from franchised restaurants |
3,671.2 |
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3,510.2 |
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161.0 |
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5 |
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Other revenues |
76.1 |
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92.7 |
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(16.6) |
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(18) |
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TOTAL REVENUES |
5,872.1 |
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6,201.3 |
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(329.2) |
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(5) |
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Operating costs and expenses |
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Company-operated restaurant expenses |
1,779.6 |
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2,108.4 |
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(328.8) |
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(16) |
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Franchised restaurants-occupancy expenses |
589.0 |
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592.6 |
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(3.6) |
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(1) |
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Other restaurant expenses |
57.4 |
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68.9 |
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(11.5) |
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(17) |
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Selling, general & administrative expenses |
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Depreciation and amortization |
93.3 |
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84.1 |
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9.2 |
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11 |
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Other |
576.4 |
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559.6 |
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16.8 |
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3 |
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Other operating (income) expense, net |
12.5 |
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(198.8) |
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211.3 |
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n/m |
Total operating costs and expenses |
3,108.2 |
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3,214.8 |
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(106.6) |
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(3) |
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OPERATING INCOME |
2,763.9 |
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2,986.5 |
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(222.6) |
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(7) |
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Interest expense |
306.2 |
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293.7 |
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12.5 |
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4 |
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Nonoperating (income) expense, net |
(78.5) |
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1.4 |
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(79.9) |
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n/m |
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Income before provision for income taxes |
2,536.2 |
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2,691.4 |
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(155.2) |
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(6) |
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Provision for income taxes |
554.6 |
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541.5 |
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13.1 |
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2 |
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NET INCOME |
$ |
1,981.6 |
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$ |
2,149.9 |
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$ |
(168.3) |
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(8) |
% |
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EARNINGS PER SHARE-DILUTED |
$ |
2.68 |
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$ |
2.86 |
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$ |
(0.18) |
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(6) |
% |
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Weighted average shares outstanding-diluted |
739.5 |
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752.6 |
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(13.1) |
|
|
(2) |
% |
n/m Not meaningful
McDONALD'S CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars and shares in millions, except per share data |
|
|
|
|
|
Nine Months Ended September 30, |
2022 |
|
2021 |
|
Inc/ (Dec) |
Revenues |
|
|
|
|
|
|
|
Sales by Company-operated restaurants |
$ |
6,540.0 |
|
|
$ |
7,248.6 |
|
|
$ |
(708.6) |
|
|
(10) |
% |
Revenues from franchised restaurants |
10,460.8 |
|
|
9,693.8 |
|
|
767.0 |
|
|
8 |
|
Other revenues |
255.3 |
|
|
271.4 |
|
|
(16.1) |
|
|
(6) |
|
|
|
|
|
|
|
|
|
TOTAL REVENUES |
17,256.1 |
|
|
17,213.8 |
|
|
42.3 |
|
|
— |
|
|
|
|
|
|
|
|
|
Operating costs and expenses |
|
|
|
|
|
|
|
Company-operated restaurant expenses |
5,508.6 |
|
|
5,947.0 |
|
|
(438.4) |
|
|
(7) |
|
Franchised restaurants-occupancy expenses |
1,761.6 |
|
|
1,743.2 |
|
|
18.4 |
|
|
1 |
|
Other restaurant expenses |
187.6 |
|
|
204.4 |
|
|
(16.8) |
|
|
(8) |
|
Selling, general & administrative expenses |
|
|
|
|
|
|
|
Depreciation and amortization |
279.0 |
|
|
243.2 |
|
|
35.8 |
|
|
15 |
|
Other |
1,771.9 |
|
|
1,622.4 |
|
|
149.5 |
|
|
9 |
|
Other operating (income) expense, net |
959.1 |
|
|
(505.3) |
|
|
1,464.4 |
|
|
n/m |
Total operating costs and expenses |
10,467.8 |
|
|
9,254.9 |
|
|
1,212.9 |
|
|
13 |
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
6,788.3 |
|
|
7,958.9 |
|
|
(1,170.6) |
|
|
(15) |
|
|
|
|
|
|
|
|
|
Interest expense |
884.1 |
|
|
890.2 |
|
|
(6.1) |
|
|
(1) |
|
Nonoperating (income) expense, net |
417.7 |
|
|
48.6 |
|
|
369.1 |
|
|
n/m |
|
|
|
|
|
|
|
|
Income before provision for income taxes |
5,486.5 |
|
|
7,020.1 |
|
|
(1,533.6) |
|
|
(22) |
|
Provision for income taxes |
1,212.5 |
|
|
1,113.7 |
|
|
98.8 |
|
|
9 |
|
|
|
|
|
|
|
|
|
NET INCOME |
$ |
4,274.0 |
|
|
$ |
5,906.4 |
|
|
$ |
(1,632.4) |
|
|
(28) |
% |
|
|
|
|
|
|
|
|
EARNINGS PER SHARE-DILUTED |
$ |
5.75 |
|
|
$ |
7.86 |
|
|
$ |
(2.11) |
|
|
(27) |
% |
|
|
|
|
|
|
|
|
Weighted average shares outstanding-diluted |
743.0 |
|
|
751.9 |
|
|
(8.9) |
|
|
(1) |
% |
n/m Not meaningful
Exhibit 99.2
McDonald's Corporation
Supplemental Information (Unaudited)
Quarter and Nine Months Ended September 30, 2022
|
|
|
|
|
|
Impact of the War in Ukraine |
|
|
|
Impact of Foreign Currency Translation |
|
|
|
Net Income and Diluted Earnings per Share |
|
|
|
Revenues |
|
|
|
Comparable Sales |
|
|
|
Systemwide Sales and Franchised Sales |
|
|
|
Restaurant Margins |
|
|
|
Selling, General & Administrative Expenses |
|
|
|
Other Operating (Income) Expense, Net |
|
|
|
Operating Income |
|
|
|
Interest Expense |
|
|
|
Nonoperating (Income) Expense, Net |
|
|
|
Income Taxes |
|
|
|
|
|
|
|
Outlook |
|
|
|
Restaurant Information |
|
|
|
Cautionary Statement Regarding Forward-Looking
Statements |
|
|
|
Risk Factors |
|
SUPPLEMENTAL INFORMATION
The purpose of this Exhibit 99.2 is to provide additional
information related to the results of McDonald's Corporation (the
“Company”) for the quarter and nine months ended September 30,
2022. This information should be read in conjunction with
Exhibit
99.1.
Management reviews and analyzes business results excluding the
effect of foreign currency translation, impairment and other
strategic charges and gains, as well as material regulatory and
other income tax impacts, and bases incentive compensation plans on
these results because the Company believes this better represents
underlying business trends.
Impact of the War in Ukraine
During the first quarter of 2022, McDonald’s temporarily closed
restaurants in Russia and Ukraine due to the ongoing war in the
region. Restaurants remained closed in Russia through the Company's
sale of its Russian business in the second quarter
2022.
Beginning in September 2022, the Company began reopening certain
restaurants in Ukraine.
Impact of COVID-19 Restrictions on the Business
COVID-19 resurgences continued to result in instances of government
restrictions on restaurant operations, primarily in
China.
Impact of Foreign Currency Translation
The impact of foreign currency translation on consolidated
operating results for both periods reflected the weakening of all
major currencies against the U.S. Dollar, driven by the Euro,
British Pound and Australian Dollar.
While changes in foreign currency exchange rates affect reported
results, McDonald's mitigates exposures, where practical, by
purchasing goods and services in local currencies, financing in
local currencies and hedging certain foreign-denominated cash
flows. Results excluding the effect of foreign currency translation
(referred to as constant currency) are calculated by translating
current year results at prior year average exchange
rates.
IMPACT OF FOREIGN CURRENCY TRANSLATION
Dollars in millions, except per share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Translation
Benefit/ (Cost) |
|
|
|
|
|
|
|
Quarters Ended September 30, |
2022 |
|
2021 |
|
2022 |
Revenues |
$ |
5,872.1 |
|
|
$ |
6,201.3 |
|
|
|
$ |
(464.4) |
|
Company-operated margins |
345.2 |
|
|
490.0 |
|
|
|
(31.8) |
|
Franchised margins |
3,082.1 |
|
|
2,917.6 |
|
|
|
(224.3) |
|
Selling, general & administrative expenses |
669.7 |
|
|
643.7 |
|
|
|
19.7 |
|
Operating income |
2,763.9 |
|
|
2,986.5 |
|
|
|
(243.4) |
|
Net income |
1,981.6 |
|
|
2,149.9 |
|
|
|
(142.5) |
|
Earnings per share-diluted |
$ |
2.68 |
|
|
$ |
2.86 |
|
|
|
$ |
(0.19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Translation
Benefit/ (Cost) |
|
|
|
|
|
|
|
Nine Months Ended September 30, |
2022 |
|
2021 |
|
2022 |
Revenues |
$ |
17,256.1 |
|
|
$ |
17,213.8 |
|
|
|
$ |
(1,011.2) |
|
Company-operated margins |
1,031.4 |
|
|
1,301.6 |
|
|
|
(72.2) |
|
Franchised margins |
8,699.1 |
|
|
7,950.6 |
|
|
|
(456.8) |
|
Selling, general & administrative expenses |
2,050.9 |
|
|
1,865.6 |
|
|
|
44.0 |
|
Operating income |
6,788.3 |
|
|
7,958.9 |
|
|
|
(449.5) |
|
Net income |
4,274.0 |
|
|
5,906.4 |
|
|
|
(264.9) |
|
Earnings per share-diluted |
$ |
5.75 |
|
|
$ |
7.86 |
|
|
|
$ |
(0.36) |
|
Net Income and Diluted Earnings per Share
For the quarter, net income decreased 8% (1% in constant
currencies) to $1,981.6 million, and diluted earnings per share
decreased 6% (flat in constant currencies) to $2.68. Foreign
currency translation had a negative impact of
$0.19
on diluted earnings per share.
For the nine months, net income decreased 28% (23% in constant
currencies) to $4,274.0 million, and diluted earnings per share
decreased 27% (22% in constant currencies) to $5.75. Foreign
currency translation had a negative impact of
$0.36
on diluted earnings per share.
Results for 2022 included the following:
•Pre-tax
charges of $1,281 million, or $1.44 per share, for the nine months,
related to the sale of the Company's business in
Russia
•Pre-tax
gain of $271 million, or $0.40 per share, for the nine months,
related to the Company's sale of its Dynamic Yield
business
•$537
million, or $0.72 per share, for the nine months, of nonoperating
expense related to the settlement of a tax audit in
France
Results for 2021 included the following:
•Net
pre-tax gains of $106 million, or $0.10 per share, for the quarter
and $339 million, or $0.33 per share, for the nine months,
primarily related to the sale of McDonald's Japan
stock
•$364
million, or $0.48 per share, for the nine months related to the
remeasurement of deferred taxes as a result of a change in the U.K.
statutory income tax rate
NET INCOME AND EARNINGS PER SHARE-DILUTED
RECONCILIATION
Dollars in millions, except per share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Net Income |
|
Earnings per share - diluted |
|
2022 |
|
2021 |
|
Inc/ (Dec) |
|
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
|
2022 |
|
2021 |
|
Inc/ (Dec) |
|
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
GAAP |
$ |
1,981.6 |
|
|
$ |
2,149.9 |
|
|
(8) |
|
% |
|
(1) |
|
% |
|
$ |
2.68 |
|
|
$ |
2.86 |
|
|
(6) |
|
% |
|
— |
|
% |
(Gains)/charges |
— |
|
|
(73.7) |
|
|
|
|
|
|
|
|
— |
|
|
(0.10) |
|
|
|
|
|
|
|
Change in U.K. statutory tax rate |
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
France tax settlement |
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
Non-GAAP |
$ |
1,981.6 |
|
|
$ |
2,076.2 |
|
|
(5) |
|
% |
|
2 |
|
% |
|
$ |
2.68 |
|
|
$ |
2.76 |
|
|
(3) |
|
% |
|
4 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
Net Income |
|
Earnings per share - diluted |
|
2022 |
|
2021 |
|
Inc/ (Dec) |
|
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
|
2022 |
|
2021 |
|
Inc/ (Dec) |
|
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
GAAP |
$ |
4,274.0 |
|
|
$ |
5,906.4 |
|
|
(28) |
|
% |
|
(23) |
|
% |
|
$ |
5.75 |
|
|
$ |
7.86 |
|
|
(27) |
|
% |
|
(22) |
|
% |
(Gains)/charges |
770.7 |
|
|
(243.4) |
|
|
|
|
|
|
|
|
1.04 |
|
|
(0.33) |
|
|
|
|
|
|
|
Change in U.K. statutory tax rate |
— |
|
|
(363.7) |
|
|
|
|
|
|
|
|
— |
|
|
(0.48) |
|
|
|
|
|
|
|
France tax settlement |
537.2 |
|
|
— |
|
|
|
|
|
|
|
|
0.72 |
|
|
— |
|
|
|
|
|
|
|
Non-GAAP |
$ |
5,581.9 |
|
|
$ |
5,299.3 |
|
|
5 |
|
% |
|
11 |
|
% |
|
$ |
7.51 |
|
|
$ |
7.05 |
|
|
7 |
|
% |
|
12 |
|
% |
Results for the quarter and nine months 2022 were negatively
impacted by foreign currency translation due to the weakening of
all major currencies against the U.S. Dollar. In constant
currencies, results for both periods reflected strong operating
performance driven by higher sales-driven Franchised margins.
Company-operated margins were negatively impacted for both periods
by the permanent restaurant closures in Russia and the temporary
restaurant closures in Ukraine, as well as by inflationary cost
pressures. The nine months also reflected an income tax benefit
associated with global tax audit progression.
During the quarter, the Company repurchased 3.8 million shares of
stock for $949 million, bringing total purchases for the
nine months to 14.2
million shares or $3.5 billion. Additionally, the Company paid a
quarterly dividend of $1.38 per share, or $1.0 billion, bringing
total dividends paid for the
nine months to
$3.1 billion.
In October 2022, the Company declared a 10% increase in its
quarterly cash dividend to $1.52 per share, payable on December 15,
2022.
Revenues
The Company's revenues consist of sales by Company-operated
restaurants and fees from restaurants operated by franchisees,
developmental licensees and affiliates. Revenues from conventional
franchised restaurants include rent and royalties based on a
percent of sales with minimum rent payments, and initial fees.
Revenues from restaurants licensed to developmental licensees and
affiliates include a royalty based on a percent of sales, and
generally include initial fees. The Company’s Other revenues are
comprised of fees paid by franchisees to recover a portion of costs
incurred by the Company for various technology platforms, revenues
from brand licensing arrangements to market and sell consumer
packaged goods using the McDonald’s brand and, for periods prior to
its sale on April 1, 2022, third-party
revenues for the Company's Dynamic Yield business.
Franchised restaurants represented
95% of McDonald's restaurants worldwide at September 30, 2022.
The Company's heavily franchised business model is designed to
generate stable and predictable revenue, which is largely a
function of franchisee sales, and resulting cash flow
streams.
REVENUES
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
2022 |
|
2021 |
Inc/ (Dec) |
Inc/ (Dec)
Excluding
Currency
Translation |
Company-operated sales |
|
|
|
|
|
U.S. |
$ |
713.6 |
|
|
$ |
655.5 |
|
9 |
% |
9 |
% |
International Operated Markets |
1,220.2 |
|
|
1,754.0 |
|
(30) |
|
(21) |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
191.0 |
|
|
188.9 |
|
1 |
|
17 |
|
Total |
$ |
2,124.8 |
|
|
$ |
2,598.4 |
|
(18) |
% |
(11) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Franchised revenues |
|
|
|
|
|
U.S. |
$ |
1,699.9 |
|
|
$ |
1,562.7 |
|
9 |
% |
9 |
% |
International Operated Markets |
1,564.6 |
|
|
1,586.1 |
|
(1) |
|
13 |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
406.7 |
|
|
361.4 |
|
13 |
|
24 |
|
Total |
$ |
3,671.2 |
|
|
$ |
3,510.2 |
|
5 |
% |
12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total Company-operated sales and Franchised revenues |
|
|
|
|
|
U.S. |
$ |
2,413.5 |
|
|
$ |
2,218.2 |
|
9 |
% |
9 |
% |
International Operated Markets |
2,784.8 |
|
|
3,340.1 |
|
(17) |
|
(5) |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
597.7 |
|
|
550.3 |
|
9 |
|
22 |
|
Total |
$ |
5,796.0 |
|
|
$ |
6,108.6 |
|
(5) |
% |
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other revenues |
$ |
76.1 |
|
|
$ |
92.7 |
|
(18) |
% |
(14) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
$ |
5,872.1 |
|
|
$ |
6,201.3 |
|
(5) |
% |
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
2022 |
|
2021 |
Inc/ (Dec) |
Inc/ (Dec)
Excluding
Currency
Translation |
Company-operated sales |
|
|
|
|
|
U.S. |
$ |
2,057.2 |
|
|
$ |
1,942.0 |
|
6 |
% |
6 |
% |
International Operated Markets |
3,924.0 |
|
|
4,769.0 |
|
(18) |
|
(9) |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
558.8 |
|
|
537.6 |
|
4 |
|
16 |
|
Total |
$ |
6,540.0 |
|
|
$ |
7,248.6 |
|
(10) |
% |
(3) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Franchised revenues |
|
|
|
|
|
U.S. |
$ |
4,856.8 |
|
|
$ |
4,550.9 |
|
7 |
% |
7 |
% |
International Operated Markets |
4,464.1 |
|
|
4,141.0 |
|
8 |
|
19 |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
1,139.9 |
|
|
1,001.9 |
|
14 |
|
22 |
|
Total |
$ |
10,460.8 |
|
|
$ |
9,693.8 |
|
8 |
% |
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total Company-operated sales and Franchised revenues |
|
|
|
|
|
U.S. |
$ |
6,914.0 |
|
|
$ |
6,492.9 |
|
6 |
% |
6 |
% |
International Operated Markets |
8,388.1 |
|
|
8,910.0 |
|
(6) |
|
4 |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
1,698.7 |
|
|
1,539.5 |
|
10 |
|
20 |
|
Total |
$ |
17,000.8 |
|
|
$ |
16,942.4 |
|
— |
% |
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total Other revenues |
$ |
255.3 |
|
|
$ |
271.4 |
|
(6) |
% |
(3) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
$ |
17,256.1 |
|
|
$ |
17,213.8 |
|
— |
% |
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
•Total
Company-operated sales and franchised revenues decreased 5%
(increased 2% in constant currencies) for the quarter and were flat
(increased 6% in constant currencies) for the nine months. For both
periods, revenues were negatively impacted by foreign currency
translation due to the weakening of all major currencies against
the U.S. Dollar.
•In
the International Operated Markets segment, both periods reflected
positive constant currency sales performance, driven by France and
Germany, while results for the quarter also benefited from positive
sales performance in Australia. Company-operated sales growth for
both periods was more than offset by the impact of the permanent
restaurant closures in Russia and the temporary restaurant closures
in Ukraine.
•Results
in the International Developmental Licensed segment for both
periods reflected positive sales performance across all geographic
regions in constant currencies, including China, as a result of
restaurant expansion.
Comparable Sales*
Comparable sales is a key performance indicator used within the
retail industry and is reviewed by management to assess business
trends. Comparable sales exclude the impact of currency translation
and sales from hyper-inflationary markets. Increases or decreases
in comparable sales represent the percent change in constant
currency sales from the same period in the prior year for all
restaurants, whether operated by the Company or by franchisees, in
operation at least thirteen months, including those temporarily
closed (including restaurants temporarily closed due to COVID-19,
as well as those that remain closed in Ukraine). Comparable sales
are driven by changes in guest counts and average check, the latter
of which is affected by changes in pricing and product
mix.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Decrease) |
|
|
Quarters Ended September 30, |
Nine Months Ended September 30, |
|
|
2022 |
2021 |
|
2022 |
2021 |
|
U.S. |
6.1 |
% |
9.6 |
% |
|
4.5 |
% |
16.1 |
% |
|
International Operated Markets |
8.5 |
|
13.9 |
|
|
13.5 |
|
23.6 |
|
|
International Developmental Licensed Markets &
Corporate |
16.7 |
|
16.7 |
|
|
15.9 |
|
17.5 |
|
|
Total |
9.5 |
% |
12.7 |
% |
|
10.3 |
% |
18.8 |
% |
|
*For both International Operated Markets and Total comparable sales
calculations for the nine months 2022, restaurants in Russia were
treated as permanently closed starting April 1, 2022 and therefore
excluded from the calculations. Restaurants in Ukraine were treated
as temporarily closed and therefore included in the calculations.
Beginning in September 2022, the Company began reopening certain
restaurants in Ukraine.
Systemwide Sales and Franchised Sales
The following tables present Systemwide sales growth rates and
franchised sales. 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. Changes in Systemwide sales are primarily driven
by comparable sales and net restaurant unit expansion.
SYSTEMWIDE SALES*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended September 30, 2022 |
|
Nine Months Ended September 30, 2022 |
|
|
|
|
|
Inc/ (Dec) |
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
Inc/ (Dec) |
|
Inc/ (Dec)
Excluding
Currency
Translation |
U.S. |
|
|
|
|
6 |
% |
|
6 |
% |
|
5 |
% |
|
5 |
% |
International Operated Markets |
|
|
|
|
(8) |
|
|
5 |
|
|
1 |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
|
|
|
|
8 |
|
|
22 |
|
|
11 |
|
|
21 |
|
Total |
|
|
|
|
2 |
% |
|
9 |
% |
|
5 |
% |
|
11 |
% |
*Unlike comparable sales, the Company has not excluded sales from
hyperinflationary markets from Systemwide sales as these sales are
the basis on which the Company calculates and records revenues.
2022 results included Ukraine for both periods and Russia for the
nine months, while 2021 results included both Russia and Ukraine
for both periods.
FRANCHISED SALES
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
2022 |
|
2021 |
Inc/ (Dec) |
Inc/ (Dec)
Excluding
Currency
Translation |
U.S. |
$ |
11,838.2 |
|
|
$ |
11,155.0 |
|
6 |
% |
6 |
% |
International Operated Markets |
8,896.9 |
|
|
9,212.8 |
|
(3) |
|
10 |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
7,574.8 |
|
|
6,981.9 |
|
8 |
|
22 |
|
Total |
$ |
28,309.9 |
|
|
$ |
27,349.7 |
|
4 |
% |
11 |
% |
|
|
|
|
|
|
Ownership type |
|
|
|
|
|
Conventional franchised |
$ |
20,671.0 |
|
|
$ |
20,199.7 |
|
2 |
% |
8 |
% |
Developmental licensed |
4,778.0 |
|
|
4,078.8 |
|
17 |
|
30 |
|
Foreign affiliated |
2,860.9 |
|
|
3,071.2 |
|
(7) |
|
7 |
|
Total |
$ |
28,309.9 |
|
|
$ |
27,349.7 |
|
4 |
% |
11 |
% |
|
|
|
|
|
|
Nine Months Ended September 30, |
2022 |
|
2021 |
Inc/ (Dec) |
Inc/ (Dec)
Excluding
Currency
Translation |
U.S. |
$ |
33,866.0 |
|
|
$ |
32,419.7 |
|
4 |
% |
4 |
% |
International Operated Markets |
25,704.9 |
|
|
24,444.4 |
|
5 |
|
16 |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
21,517.2 |
|
|
19,296.1 |
|
12 |
|
21 |
|
Total |
$ |
81,088.1 |
|
|
$ |
76,160.2 |
|
6 |
% |
12 |
% |
|
|
|
|
|
|
Ownership type |
|
|
|
|
|
Conventional franchised |
$ |
59,266.9 |
|
|
$ |
56,535.9 |
|
5 |
% |
9 |
% |
Developmental licensed |
13,471.2 |
|
|
10,924.2 |
|
23 |
|
32 |
|
Foreign affiliated |
8,350.0 |
|
|
8,700.1 |
|
(4) |
|
5 |
|
Total |
$ |
81,088.1 |
|
|
$ |
76,160.2 |
|
6 |
% |
12 |
% |
|
|
|
|
|
|
Restaurant Margins
Franchised restaurant margins are measured as revenues from
franchised restaurants less franchised restaurant occupancy costs.
Franchised revenues include rent and royalties based on a percent
of sales, and initial fees. Franchised restaurant occupancy costs
include lease expense and depreciation, as the Company generally
owns or secures a long-term lease on the land and building for the
restaurant location.
Company-operated restaurant margins are measured as sales from
Company-operated restaurants less costs for food & paper,
payroll & employee benefits and occupancy & other operating
expenses necessary to run an individual restaurant.
Company-operated margins exclude costs that are not allocated to
individual restaurants, primarily payroll & employee benefit
costs of non-restaurant support staff, which are included in
Selling, general and administrative expenses.
RESTAURANT MARGINS
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
Inc/ (Dec)
Excluding
Currency
Translation |
Quarters Ended September 30, |
|
|
|
2022 |
|
2021 |
Inc/ (Dec) |
Franchised |
|
|
|
|
|
|
|
|
U.S. |
|
|
|
$ |
1,383.7 |
|
|
$ |
1,260.1 |
|
10 |
% |
10 |
% |
International Operated Markets |
|
|
|
1,296.6 |
|
|
1,302.4 |
|
— |
|
14 |
|
International Developmental Licensed Markets &
Corporate |
|
|
|
401.8 |
|
|
355.1 |
|
13 |
|
25 |
|
Total |
|
|
|
$ |
3,082.1 |
|
|
$ |
2,917.6 |
|
6 |
% |
13 |
% |
Company-operated |
|
|
|
|
|
|
|
|
U.S. |
|
|
|
$ |
105.6 |
|
|
$ |
126.6 |
|
(17) |
% |
(17) |
% |
International Operated Markets |
|
|
|
230.5 |
|
|
355.5 |
|
(35) |
|
(27) |
|
International Developmental Licensed Markets &
Corporate |
|
|
|
n/m |
|
n/m |
n/m |
n/m |
Total |
|
|
|
$ |
345.2 |
|
|
$ |
490.0 |
|
(30) |
% |
(23) |
% |
Total restaurant margins |
|
|
|
|
|
|
|
|
U.S. |
|
|
|
$ |
1,489.3 |
|
|
$ |
1,386.7 |
|
7 |
% |
7 |
% |
International Operated Markets |
|
|
|
1,527.1 |
|
|
1,657.9 |
|
(8) |
|
5 |
|
International Developmental Licensed Markets &
Corporate |
|
|
|
n/m |
|
n/m |
n/m |
n/m |
Total |
|
|
|
$ |
3,427.3 |
|
|
$ |
3,407.6 |
|
1 |
% |
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
Inc/ (Dec)
Excluding
Currency
Translation |
Nine Months Ended September 30, |
|
|
|
2022 |
|
2021 |
Inc/ (Dec) |
Franchised |
|
|
|
|
|
|
|
|
U.S. |
|
|
|
$ |
3,927.8 |
|
|
$ |
3,667.0 |
|
7 |
% |
7 |
% |
International Operated Markets |
|
|
|
3,646.8 |
|
|
3,300.5 |
|
10 |
|
22 |
|
International Developmental Licensed Markets &
Corporate |
|
|
|
1,124.5 |
|
|
983.1 |
|
14 |
|
22 |
|
Total |
|
|
|
$ |
8,699.1 |
|
|
$ |
7,950.6 |
|
9 |
% |
15 |
% |
Company-operated |
|
|
|
|
|
|
|
|
U.S. |
|
|
|
$ |
316.1 |
|
|
$ |
399.8 |
|
(21) |
% |
(21) |
% |
International Operated Markets |
|
|
|
695.2 |
|
|
885.6 |
|
(21) |
|
(14) |
|
International Developmental Licensed Markets &
Corporate |
|
|
|
n/m |
|
n/m |
n/m |
n/m |
Total |
|
|
|
$ |
1,031.4 |
|
|
$ |
1,301.6 |
|
(21) |
% |
(15) |
% |
Total restaurant margins |
|
|
|
|
|
|
|
|
U.S. |
|
|
|
$ |
4,243.9 |
|
|
$ |
4,066.8 |
|
4 |
% |
4 |
% |
International Operated Markets |
|
|
|
4,342.0 |
|
|
4,186.1 |
|
4 |
|
14 |
|
International Developmental Licensed Markets &
Corporate |
|
|
|
n/m |
|
n/m |
n/m |
n/m |
Total |
|
|
|
$ |
9,730.5 |
|
|
$ |
9,252.2 |
|
5 |
% |
11 |
% |
|
|
|
|
|
|
|
|
|
n/m Not meaningful
•Total
restaurant margins increased $19.7 million, or 1% (8% in constant
currencies), for the quarter and $478.3 million, or 5% (11% in
constant currencies), for the nine months. Franchised margins
represented nearly 90% of restaurant margin dollars for the quarter
and nine months.
•Total
restaurant margin growth was negatively impacted in both periods by
foreign currency translation due to the weakening of all major
currencies against the U.S. Dollar.
•U.S.
franchised margins for both periods reflected higher depreciation
costs related to investments in restaurant
modernization.
•Company-operated
margins in the U.S. and International Operated Markets segment for
both periods reflected positive sales performance, driven by
strategic menu price increases, which was more than offset by
inflationary pressures on labor and commodities.
•Company-operated
margins in the International Operated Markets segment for both
periods were negatively impacted by the restaurant closures in
Russia and Ukraine.
•Total
restaurant margins included depreciation and amortization expense
of $367.4 million for the quarter and $1.1 billion for the nine
months.
Selling, General & Administrative Expenses
•Selling,
general and administrative expenses increased $26.0 million,
or 4% (7% in constant currencies), for the quarter and $185.3
million, or 10% (12% in constant currencies), for the nine months.
Both periods reflected higher costs for investments in restaurant
technology, as well as the impact of inflationary cost pressures.
The nine months also reflected incremental costs related to the
Company's 2022 Worldwide Owner/Operator Convention and proxy
contest.
•Selling,
general and administrative expenses as a percent of Systemwide
sales were 2.3% and 2.2% for the nine months ended 2022 and 2021,
respectively.
Other Operating (Income) Expense, Net
OTHER OPERATING (INCOME) EXPENSE, NET
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Gains on sales of restaurant businesses |
$ |
(18.3) |
|
|
$ |
(37.8) |
|
|
$ |
(33.0) |
|
|
$ |
(82.5) |
|
Equity in earnings of unconsolidated affiliates |
(37.3) |
|
|
(49.0) |
|
|
(88.5) |
|
|
(126.9) |
|
Asset dispositions and other (income) expense, net |
68.1 |
|
|
(5.6) |
|
|
70.8 |
|
|
43.5 |
|
Impairment and other charges (gains), net |
— |
|
|
(106.4) |
|
|
1,009.8 |
|
|
(339.4) |
|
Total |
$ |
12.5 |
|
|
$ |
(198.8) |
|
|
$ |
959.1 |
|
|
$ |
(505.3) |
|
•Gains
on sales of restaurant businesses decreased for both periods,
primarily due to fewer restaurant sales in the U.S.
•Equity
in earnings of unconsolidated affiliates for the nine months
reflected lower equity in earnings in Japan as a result of the
Company's reduced ownership in McDonald's Japan when compared to
the same period in 2021 as well as the continued impact of COVID-19
related government restrictions in China.
•Asset
dispositions and other (income) expense, net for both periods
primarily reflected costs incurred to support the Company’s
business in Ukraine, higher asset write-offs and the comparison to
a prior year gain on the strategic sale of restaurant properties.
Results for the nine months reflected an increase to fair value of
an existing restaurant joint venture in connection with the buyout
of a joint venture partner within the International Operated
Markets segment.
•Impairment
and other charges (gains), net for the nine months 2022 reflected
$1,281 million of pre-tax charges related to the sale of the
Company's business in Russia and a pre-tax gain of $271 million
related to the Company's sale of its Dynamic Yield
business.
Results for the quarter and nine months 2021 reflected $106 million
and $339 million, respectively, of net gains, primarily related to
the sale of McDonald’s Japan stock.
Operating Income
OPERATING INCOME & OPERATING MARGIN
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
2022 |
|
2021 |
|
Inc/ (Dec) |
Inc/ (Dec)
Excluding
Currency
Translation |
U.S. |
$1,326.6 |
|
$1,254.9 |
|
6 |
% |
6 |
% |
International Operated Markets |
1,374.4 |
|
1,519.6 |
|
(10) |
|
3 |
|
International Developmental Licensed Markets &
Corporate |
62.9 |
|
212.0 |
|
(70) |
|
(46) |
|
Total |
$2,763.9 |
|
$2,986.5 |
|
(7) |
% |
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
2022 |
|
2021 |
|
Inc/ (Dec) |
Inc/ (Dec)
Excluding
Currency
Translation |
U.S. |
$3,797.5 |
|
$3,647.9 |
|
4 |
% |
4 |
% |
International Operated Markets |
2,639.9 |
|
3,745.4 |
|
(30) |
|
(20) |
|
International Developmental Licensed Markets &
Corporate |
350.9 |
|
565.6 |
|
(38) |
|
(22) |
|
Total |
$6,788.3 |
|
$7,958.9 |
|
(15) |
% |
(9) |
% |
|
|
|
|
|
|
|
Operating margin |
39.3 |
% |
|
46.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•Operating
Income:
Operating income decreased $222.6 million, or 7% (increased 1% in
constant currencies), for the quarter and decreased $1,170.6
million, or 15% (9% in constant currencies), for the nine months.
Results for both periods were negatively impacted by foreign
currency translation due to the weakening of all major currencies
against the U.S. Dollar.
OPERATING INCOME & OPERATING MARGIN
RECONCILIATION*
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
Inc/ (Dec) |
|
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
|
2022 |
|
2021 |
|
Inc/ (Dec) |
|
|
Inc/ (Dec)
Excluding
Currency
Translation |
|
GAAP operating income |
$2,763.9 |
|
$2,986.5 |
|
(7) |
|
% |
|
1 |
|
% |
|
$6,788.3 |
|
$7,958.9 |
|
(15) |
|
% |
|
(9) |
|
% |
Russia sale charge |
— |
|
|
— |
|
|
|
|
|
|
|
|
1,280.5 |
|
— |
|
|
|
|
|
|
|
Dynamic Yield sale gain |
— |
|
|
— |
|
|
|
|
|
|
|
|
(270.7) |
|
— |
|
|
|
|
|
|
|
Japan stock sale gains |
— |
|
|
(106.4) |
|
|
|
|
|
|
|
|
— |
|
|
(339.4) |
|
|
|
|
|
|
Non-GAAP operating income |
$2,763.9 |
|
$2,880.1 |
|
(4) |
|
% |
|
4 |
|
% |
|
$7,798.1 |
|
$7,619.5 |
|
2 |
|
% |
|
9 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating margin |
|
|
|
|
|
|
|
|
|
|
45.2 |
% |
|
44.3 |
% |
|
|
|
|
|
|
*Refer to the Impairment and other charges (gains), net line within
the Other Operating (Income) Expense, Net section on page 7 for
details of the gains and charges in this table.
•Excluding
the current and prior year gains and charges shown in the table
above, operating income decreased 4% (increased 4% in constant
currencies) for the quarter and increased 2% (9% in constant
currencies) for the nine months.
•U.S.:
Operating income for both periods primarily reflected sales-driven
growth in Franchised margins, partly offset by inflationary
pressures on labor and commodities in Company-operated restaurant
margins.
•International
Operated Markets:
Constant currency results in both periods reflected positive sales
performance led by France and Germany, while results for the
quarter also benefited from positive sales performance in
Australia. Results were partly offset by the impact of restaurant
closures in Russia and Ukraine as well as inflationary pressures on
labor and commodities in Company-operated restaurant
margins.
•International
Developmental Licensed Markets & Corporate:
Results for both periods reflected higher Corporate selling,
general and administrative expenses, partly offset by strong sales
performance, primarily in Brazil and Japan.
•Operating
Margin:
Operating margin is defined as operating income as a percent of
total revenues. The contributions to operating margin differ by
segment due to each segment's ownership structure, primarily due to
the relative percentage of franchised versus Company-operated
restaurants. Additionally, temporary restaurant closures, which
vary by segment, impact the contribution of each segment to the
consolidated operating margin.
Excluding the current and prior year items shown in the table
above, the increase in non-GAAP operating margin for the nine
months was due to sales-driven growth in Franchised margins, partly
offset by the impact of the permanent restaurant closures in Russia
and the temporary restaurant closures in Ukraine, inflationary cost
pressures on Company-operated margins and higher Corporate selling,
general and administrative expenses.
Interest Expense
•Interest
expense increased 4% (8% in constant currencies) for the quarter
and decreased 1% (increased 2% in constant currencies) for the nine
months. Both periods benefited from the impact of foreign currency
translation and lower average debt balances, with results for the
quarter more than offset by higher average interest
rates.
Nonoperating (Income) Expense, Net
NONOPERATING (INCOME) EXPENSE, NET
Dollars in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Interest income |
$ |
(10.8) |
|
|
$ |
(2.3) |
|
|
$ |
(18.0) |
|
|
$ |
(6.5) |
|
Foreign currency and hedging activity |
(50.4) |
|
|
2.9 |
|
|
(88.7) |
|
|
42.3 |
|
Other (income) expense, net |
(17.3) |
|
|
0.8 |
|
|
524.4 |
|
|
12.8 |
|
Total |
$ |
(78.5) |
|
|
$ |
1.4 |
|
|
$ |
417.7 |
|
|
$ |
48.6 |
|
•Foreign
currency and hedging activity includes net gains or losses on
certain hedges that reduce the exposure to variability on certain
intercompany foreign currency cash flow streams.
•Other
(income) expense, net for the nine months included $537 million of
nonoperating expense related to the settlement of a tax audit in
France.
Income Taxes
•The
effective income tax rate was 21.9% and 20.1% for the quarters
ended 2022 and 2021, respectively, and 22.1% and 15.9% for the nine
months ended 2022 and 2021, respectively.
•Excluding
the tax impacts of current and prior year gains and charges (as
described within the Operating Income & Operating Margin
Reconciliation on page 8), the current year nonoperating expense
related to the France tax settlement and the prior year impact of a
change in the U.K. statutory income tax rate, the effective income
tax rate for the nine months ended 2022 and 2021 was 20.6% and
20.7%, respectively.
Outlook
Based on current conditions, the following is provided to assist in
forecasting the Company's future results for 2022.
•Excluding
the closure of all restaurants in Russia, the Company expects net
restaurant unit expansion will contribute about 1.5% to 2022
Systemwide sales growth, in constant currencies.
•The
Company expects full year 2022 selling, general and administrative
expenses of about 2.3% to 2.4% of Systemwide sales.
•The
Company expects 2022 operating margin to be in the 40% range as a
result of charges related to the sale of the Company's business in
Russia. Excluding impairment and other charges and gains, the
Company expects adjusted operating margin percent to be in the mid
40% range.
•Based
on current interest and foreign currency exchange rates, the
Company expects interest expense for the full year 2022 to increase
approximately 2%, driven primarily by higher average interest
rates.
•The
Company expects the effective income tax rate for the full year
2022 to be in the 21% to 22% range.
•The
Company expects 2022 capital expenditures to be approximately $2.0
billion, about half of which will be directed towards new
restaurant unit expansion across the U.S. and International
Operated Markets. Over 40% will be dedicated to the U.S. business,
most of which will go towards reinvestment, including the
completion of restaurant modernization efforts. Globally, the
Company expects to open about 1,700 restaurants. The Company will
open about 375 restaurants in the U.S. and International Operated
Markets segments, and developmental licensees and affiliates will
contribute capital towards over 1,300 restaurant openings in their
respective markets. Excluding the closure of all restaurants in
Russia, the Company expects about 1,300 net restaurant additions in
2022.
•The
Company expects to achieve a free cash flow conversion rate greater
than 90%.
Restaurant Information
SYSTEMWIDE RESTAURANTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, |
|
2022 |
|
2021 |
|
Inc/ (Dec) |
U.S. |
|
13,435 |
|
|
13,448 |
|
|
(13) |
|
|
|
|
|
|
|
|
International Operated Markets |
|
|
|
|
|
|
France |
|
1,528 |
|
|
1,502 |
|
|
26 |
|
Canada |
|
1,456 |
|
|
1,447 |
|
|
9 |
|
Germany |
|
1,427 |
|
|
1,438 |
|
|
(11) |
|
United Kingdom |
|
1,383 |
|
|
1,350 |
|
|
33 |
|
Australia |
|
1,023 |
|
|
1,013 |
|
|
10 |
|
Russia |
|
— |
|
|
814 |
|
|
(814) |
|
Italy |
|
641 |
|
|
623 |
|
18 |
|
Spain |
|
567 |
|
|
550 |
|
|
17 |
|
Other |
|
1,979 |
|
|
1,922 |
|
|
57 |
|
Total International Operated Markets |
|
10,004 |
|
|
10,659 |
|
|
(655) |
|
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
|
|
|
|
|
|
China |
|
4,905 |
|
|
4,274 |
|
|
631 |
|
Japan |
|
2,946 |
|
|
2,931 |
|
|
15 |
|
Brazil |
|
1,077 |
|
|
1,052 |
|
|
25 |
|
Philippines |
|
682 |
|
|
657 |
|
|
25 |
|
South Korea |
|
399 |
|
|
403 |
|
|
(4) |
|
Other |
|
6,532 |
|
|
6,252 |
|
|
280 |
|
Total International Developmental Licensed Markets &
Corporate |
|
16,541 |
|
|
15,569 |
|
|
972 |
|
|
|
|
|
|
|
|
Systemwide restaurants |
|
39,980 |
|
|
39,676 |
|
|
304 |
|
|
|
|
|
|
|
|
Countries |
|
118 |
|
|
119 |
|
|
(1) |
|
SYSTEMWIDE RESTAURANTS BY TYPE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, |
2022 |
|
2021 |
|
Inc/ (Dec) |
U.S. |
|
|
|
|
|
Conventional franchised |
12,775 |
|
|
12,804 |
|
|
(29) |
|
Company-operated |
660 |
|
|
644 |
|
|
16 |
|
Total U.S. |
13,435 |
|
|
13,448 |
|
|
(13) |
|
|
|
|
|
|
|
International Operated Markets |
|
|
|
|
|
Conventional franchised |
8,769 |
|
|
8,647 |
|
|
122 |
|
Developmental licensed |
153 |
|
|
269 |
|
|
(116) |
|
Total Franchised |
8,922 |
|
|
8,916 |
|
|
6 |
|
Company-operated |
1,082 |
|
|
1,743 |
|
|
(661) |
|
Total International Operated Markets |
10,004 |
|
|
10,659 |
|
|
(655) |
|
|
|
|
|
|
|
International Developmental Licensed Markets &
Corporate |
|
|
|
|
|
Conventional franchised |
97 |
|
|
101 |
|
|
(4) |
|
Developmental licensed |
7,991 |
|
|
7,526 |
|
|
465 |
|
Foreign affiliated |
8,145 |
|
|
7,639 |
|
|
506 |
|
Total Franchised |
16,233 |
|
|
15,266 |
|
|
967 |
|
Company-operated |
308 |
|
|
303 |
|
|
5 |
|
Total International Developmental Licensed Markets &
Corporate |
16,541 |
|
|
15,569 |
|
|
972 |
|
|
|
|
|
|
|
Systemwide |
|
|
|
|
|
Conventional franchised |
21,641 |
|
|
21,552 |
|
|
89 |
|
Developmental licensed |
8,144 |
|
|
7,795 |
|
|
349 |
|
Foreign affiliated |
8,145 |
|
|
7,639 |
|
|
506 |
|
Total Franchised |
37,930 |
|
|
36,986 |
|
|
944 |
|
Company-operated |
2,050 |
|
|
2,690 |
|
|
(640) |
|
Total Systemwide |
39,980 |
|
|
39,676 |
|
|
304 |
|
Cautionary Statement Regarding Forward-Looking
Statements
The information in this report contains forward-looking statements
about future events and circumstances and their effects upon
revenues, expenses and business opportunities. Generally speaking,
any statement in this report not based upon historical fact is a
forward-looking statement. Forward-looking statements can also be
identified by the use of forward-looking or conditional words, such
as “could,” “should,” “can,” “continue,” “estimate,” “forecast,”
“intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,”
“plan,” “remain,” “confident” and “commit” or similar expressions.
In particular, statements regarding our plans, strategies,
prospects and expectations regarding our business and industry are
forward-looking statements. They reflect our expectations, are not
guarantees of performance and speak only as of the dates the
statements are made. Except as required by law, we do not undertake
to update such forward-looking statements. You should not rely
unduly on forward-looking statements.
Risk Factors
Our business results are subject to a variety of risks, including
those that are described below and elsewhere in our filings with
the
Securities and Exchange Commission. The risks described below are
not the only risks we face. Additional risks not currently known to
us or that we currently deem to be immaterial may also
significantly adversely affect our business. If any of these risks
were to materialize or intensify, our expectations (or the
underlying assumptions) may change and our performance may be
adversely affected.
GLOBAL PANDEMIC
The COVID-19 pandemic has adversely affected and may continue to
adversely affect our financial results, condition and
outlook.
Health epidemics or pandemics can adversely affect consumer
spending and confidence levels and supply availability and costs,
as well as the local operations in impacted markets, all of which
can affect our financial results, condition and outlook.
Importantly, the global pandemic resulting from COVID-19 has
disrupted global health, economic and market conditions, consumer
behavior and McDonald’s global restaurant operations since early
2020, and has resulted in increased pressure on labor availability
and supply chain management. Local and national governmental
mandates or recommendations and public perceptions of the risks
associated with the COVID-19 pandemic have caused, and may continue
to cause, consumer behavior to change, worsening or volatile
economic conditions in certain markets, and increased regulatory
complexity and compliance costs, each of which could continue to
adversely affect our business. In addition, our global operations
have been, and may continue to be, disrupted to varying degrees in
different markets given the unpredictability of the virus, its
resurgences and variants and government responses thereto, as well
as potentially permanent changes to the industry in which we
operate. While we cannot predict the duration or scope of the
COVID-19 pandemic, the resurgence of infections, the emergence of
new variants in one or more markets, the impact of changing
governmental restrictions, or the availability, acceptance or
effectiveness of vaccines or vaccination rates across the globe,
the pandemic has negatively impacted our business and may continue
to negatively impact our financial results, condition and outlook
in a way that may be material.
The COVID-19 pandemic may also heighten other risks disclosed in
these Risk Factors, including, but not limited to, those related to
labor availability and costs, supply chain interruptions, commodity
costs, consumer behavior, consumer perceptions of our brand and
competition.
STRATEGY AND BRAND
If we do not successfully evolve and execute against our business
strategies, including the Accelerating the Arches strategy, we may
not be able to drive business growth.
To drive Systemwide sales, operating income and free cash flow
growth, our business strategies must be effective in maintaining
and strengthening customer appeal and capturing additional market
share. Whether these strategies are successful depends mainly on
our System’s continued ability to:
•capitalize
on our global scale, iconic brand and local market presence to
build upon our historic strengths and competitive advantages, such
as our marketing, core menu items and digital, delivery and drive
thru;
•innovate
and differentiate the McDonald’s experience, including by preparing
and serving our food in a way that balances value and convenience
to our customers with profitability;
•accelerate
technology investments for a fast and easy customer
experience;
•run
great restaurants by driving efficiencies and expanding capacities
while continuing to prioritize health and safety;
•identify
and develop restaurant sites consistent with our plans for net
growth of Systemwide restaurants;
•accelerate
our existing strategies, including through growth opportunities and
potential acquisitions, investments and partnerships;
and
•evolve
and adjust our business strategies in response to, among other
things, changing consumer behavior, operational restrictions and
impacts to our results of operations and liquidity, including as a
result of the COVID-19 pandemic.
If we are delayed or unsuccessful in executing our strategies, or
if our strategies do not yield the desired results, our business,
financial condition and results of operations may
suffer.
Failure to preserve the value and relevance of our brand could have
an adverse impact on our financial results.
To be successful in the future, we believe we must preserve,
enhance and leverage the value and relevance of our brand,
including our corporate purpose, mission and values. Brand value is
based in part on consumer perceptions, which are affected by a
variety of factors, including the nutritional content and
preparation of our food, the ingredients we use, the manner in
which we source commodities and general business practices across
the System, including the people practices at McDonald’s
restaurants. Consumer acceptance of our offerings is subject to
change for a variety of reasons, and some changes can occur
rapidly. For example, nutritional, health, environmental and other
scientific studies and conclusions, which continuously evolve and
may have contradictory implications, drive popular opinion,
litigation and regulation (including initiatives intended to drive
consumer behavior) in ways that affect the “informal eating out”
(“IEO”) segment or perceptions of our brand, generally or relative
to available alternatives. Our business could also be impacted by
business incidents or practices, whether actual or perceived,
particularly if they receive considerable publicity or result in
litigation, as well as by our position or perceived lack of
position on environmental, social responsibility, public policy,
geopolitical and similar matters. Consumer perceptions may also be
affected by adverse commentary from third parties, including
through social media or conventional media outlets, regarding the
quick-service category of the IEO segment or our brand, culture,
operations, suppliers or franchisees. If we are unsuccessful in
addressing adverse commentary or perceptions, whether or not
accurate, our brand and financial results may suffer.
If we do not anticipate and address industry trends and evolving
consumer preferences and effectively execute our pricing,
promotional and marketing plans, our business could
suffer.
Our continued success depends on our System’s ability to build upon
our historic strengths and competitive advantages. In order to do
so, we need to anticipate and respond effectively to continuously
shifting consumer demographics and industry trends in food
sourcing, food preparation, food offerings, and consumer behavior
and preferences, including with respect to the use of digital
channels and environmental and social responsibility matters. If we
are not able to predict, or quickly and effectively respond to,
these changes, or if our competitors are able to do so more
effectively, our financial results could be adversely
impacted.
Our ability to build upon our strengths and advantages also depends
on the impact of pricing, promotional and marketing plans across
the System, and the ability to adjust these plans to respond
quickly and effectively to evolving customer behavior and
preferences, as well as shifting economic and competitive
conditions. Existing or future pricing strategies and marketing
plans, as well as the value proposition they represent, are
expected to continue to be important components of our business
strategy. However, they may not be successful, or may not be as
successful as the efforts of our competitors, which could
negatively impact sales, guest counts and market
share.
Additionally, we operate in a complex and costly advertising
environment. Our marketing and advertising programs may not be
successful in reaching our customers in the way we intend. Our
success depends in part on whether the allocation of our
advertising and marketing resources across different channels,
including digital, allows us to reach our customers effectively,
efficiently and in ways that are meaningful to them. If our
advertising and marketing programs are not successful, or are not
as successful as those of our competitors, our sales, guest counts
and market share could decrease.
Our investments to enhance the customer experience, including
through technology, may not generate the expected
results.
Our long-term business objectives depend on the successful
Systemwide execution of our strategies. We continue to build upon
our investments in technology, restaurant modernization, digital
engagement and delivery in order to transform and enhance the
customer experience. As part of these investments, we are
continuing to place emphasis on improving our service model and
strengthening relationships with customers, in part through digital
channels and loyalty initiatives, mobile ordering and payment
systems, and enhancing our drive thru technologies, which efforts
may not generate expected results. We also continue to expand and
refine our delivery initiatives, including through growing
awareness and trial. Utilizing a third-party delivery service may
not have the same level of profitability as a non-delivery
transaction, and may introduce additional food quality, food safety
and customer satisfaction risks. If these customer experience
initiatives are not well executed, or if we do not fully realize
the intended benefits of these significant investments, our
business results may suffer.
We face intense competition in our markets, which could hurt our
business.
We compete primarily in the IEO segment, which is highly
competitive. We also face sustained, intense competition from
traditional, fast casual and other competitors, which may include
many non-traditional market participants such as convenience
stores, grocery stores, coffee shops and online retailers. We
expect our environment to continue to be highly competitive, and
our results in any particular reporting period may be impacted by a
contracting IEO segment or by new or continuing actions, product
offerings or consolidation of our competitors and third-party
partners, which may have a short- or long-term impact on our
results.
We compete primarily on the basis of product choice, quality,
affordability, service and location. In particular, we believe our
ability to compete successfully in the current market environment
depends on our ability to improve existing products, successfully
develop and introduce new products, price our products
appropriately, deliver a relevant customer experience, manage the
complexity of our restaurant operations, manage our investments in
technology, restaurant modernization, digital engagement and
delivery, and respond effectively to our competitors’ actions or
offerings or to unforeseen disruptive actions. There can be no
assurance these strategies will be effective, and some strategies
may be effective at improving some metrics while adversely
affecting others, which could have the overall effect of harming
our business.
We may not be able to adequately protect our intellectual property
or adequately ensure that we are not infringing the intellectual
property of others, which could harm the value of the McDonald’s
brand and our business.
The
success of our business depends on our continued ability to use our
existing trademarks and service marks in order to increase brand
awareness and further develop our branded products in both domestic
and international markets. We rely on a combination of trademarks,
copyrights, service marks, trade secrets, patents and other
intellectual property rights to protect our brand and branded
products.
We have registered certain trademarks and have other trademark
registrations pending in the U.S. and certain foreign
jurisdictions. The trademarks that we currently use have not been,
and may never be, registered in all of the countries outside of the
U.S. in which we do business or may do business in the future. It
may be costly and time consuming to protect our intellectual
property, and the steps we have taken to do so in the U.S. and
foreign countries may not be adequate. In addition, the steps we
have taken may not adequately ensure that we do not infringe the
intellectual property of others, and third parties may claim
infringement by us in the future. In particular, we may be involved
in intellectual property claims, including often aggressive or
opportunistic attempts to enforce patents used in information
technology systems, which might affect our operations and results.
Any claim of infringement, whether or not it has merit, could be
time consuming, result in costly litigation and harm our
business.
In addition, we cannot ensure that franchisees and other third
parties who hold licenses to our intellectual property will not
take actions that hurt the value of our intellectual
property.
OPERATIONS
The global scope of our business subjects us to risks that could
negatively affect our business.
We encounter differing cultural, regulatory, geopolitical and
economic environments within and among the more than 100 countries
where McDonald’s restaurants operate, and our ability to achieve
our business objectives depends on the System’s success in these
environments. Meeting customer expectations is complicated by the
risks inherent in our global operating environment, and our global
success is partially dependent on our System’s ability to leverage
operating successes across markets and brand perceptions. Planned
initiatives may not have appeal across multiple markets with
McDonald’s customers and could drive unanticipated changes in
customer perceptions and guest counts.
Disruptions in operations or price volatility in a market can also
result from governmental actions, such as price, foreign exchange
or trade-related tariffs or controls, trade policies and
regulations, sanctions and counter sanctions, government-mandated
closure of our, our franchisees’ or our suppliers’ operations, and
asset seizures. Such disruptions or volatility can also result from
acts of war, terrorism or other hostilities. For example, in
response to the humanitarian crisis caused by the war between
Russia and Ukraine, we paused our operations in both countries in
March 2022 and sold our Russian business in June 2022. While we
more recently announced plans to reopen certain restaurants in
Ukraine, conditions throughout the region remain volatile and
unpredictable, which may impact our business. The war has also
exacerbated volatile macroeconomic conditions and increased
pressure on our supply chain and the availability and costs of
commodities, including energy, which we expect to continue to
impact our financial results. The broader impacts of the war and
related sanctions, including on macroeconomic conditions,
geopolitical tensions and consumer demand, may also continue to
have an adverse impact on our business and financial results. Our
international success depends in part on the effectiveness of our
strategies and brand-building initiatives to reduce our exposure to
such actions and events.
Additionally, there are challenges and uncertainties associated
with operating in developing markets, which may entail a relatively
higher risk of political instability, economic volatility, crime,
corruption and social and ethnic unrest. In many cases, such
challenges may be exacerbated by the lack of an independent and
experienced judiciary and uncertainty in how local law is applied
and enforced, including in areas most relevant to commercial
transactions and foreign investment. An inability to manage
effectively the risks associated with our international operations
could have a material adverse effect on our business and financial
condition.
We may also face challenges and uncertainties in developed markets.
For example, the U.K.’s exit from the European Union has caused
increased regulatory complexities and uncertainty in European
economic conditions and may also cause uncertainty in worldwide
economic conditions. The decision created volatility in certain
foreign currency exchange rates that may or may not continue, and
may result in increased supply chain costs for items that are
imported from other countries. Any of these effects, and others we
cannot anticipate, could adversely affect our business, results of
operations, financial condition and cash flows.
Supply chain interruptions may increase costs or reduce
revenues.
We depend on the effectiveness of our supply chain management to
assure reliable and sufficient supply of quality products on
favorable terms. Although many of the products we sell are sourced
from a wide variety of suppliers in countries around the world,
certain products have limited suppliers, which may increase our
reliance on those suppliers. Supply chain interruptions and related
price increases can adversely affect us as well as our suppliers
and franchisees, whose performance may have a significant impact on
our results. Such interruptions and price increases could be caused
by shortages, inflationary pressures, unexpected increases in
demand, transportation-related issues, labor-related issues,
technology-related issues, weather-related events, natural
disasters, acts of war, terrorism or other hostilities, or other
factors beyond the control of us or our suppliers or franchisees.
If we experience interruptions in our System’s supply chain, or if
contingency planning is not effective, our costs could increase
and/or the availability of products critical to our System’s
operations could be limited.
Our franchise business model presents a number of
risks.
Our success as a heavily franchised business relies to a large
degree on the financial success and cooperation of our franchisees,
including our developmental licensees and affiliates. Our
restaurant margins arise from two sources: fees from franchised
restaurants (e.g., rent and royalties based on a percentage of
sales) and, to a lesser degree, sales from Company-operated
restaurants. Our franchisees and developmental licensees manage
their businesses independently and therefore are responsible for
the day-to-day operation of their restaurants. The revenues we
realize from franchised restaurants are largely dependent on the
ability of our franchisees to grow their sales. Business risks
affecting our operations also affect our franchisees. In
particular, our franchisees have also been impacted by inflationary
pressures and the COVID-19 pandemic. If franchisee sales trends
worsen or any of such impacts persist, our financial results could
be negatively affected, which may be material.
Our success also relies on the willingness and ability of our
independent franchisees and affiliates to implement major
initiatives, which may include financial investment, and to remain
aligned with us on operating, value/promotional and
capital-intensive reinvestment plans. The ability of franchisees to
contribute to the achievement of our plans is dependent in large
part on the availability to them of funding at reasonable interest
rates and may be negatively impacted by the financial markets in
general, by their or our creditworthiness or by banks’ lending
practices. If our franchisees are unwilling or unable to invest in
major initiatives or are unable to obtain financing at commercially
reasonable rates, or at all, our future growth and results of
operations could be adversely affected.
Our operating performance could also be negatively affected if our
franchisees experience food safety or other operational problems or
project an image inconsistent with our brand and values,
particularly if our contractual and other rights and remedies are
limited, costly to exercise or subjected to litigation and
potential delays. If franchisees do not successfully operate
restaurants in a manner consistent with our required standards, our
brand’s image and reputation could be harmed, which in turn could
hurt our business and operating results.
Our ownership mix also affects our results and financial condition.
The decision to own restaurants or to operate under franchise or
license agreements is driven by many factors whose
interrelationship is complex. The benefits of our more heavily
franchised structure depend on various factors, including whether
we have effectively selected franchisees, licensees and/or
affiliates that meet our rigorous standards, whether we are able to
successfully integrate them into our structure and whether their
performance and the resulting ownership mix supports our brand and
financial objectives.
Challenges with respect to labor, including availability and cost,
could impact our business and results of operations.
Our success depends in part on our System’s ability to proactively
recruit, motivate and retain qualified individuals to work in
McDonald’s restaurants and to maintain appropriately-staffed
restaurants in an intensely competitive labor market. We and our
franchisees have experienced and may continue to experience
challenges in adequately staffing certain McDonald’s restaurants,
which can negatively impact operations, including speed of service
to customers, and customer satisfaction levels. The System’s
ability to meet its labor needs is generally subject to external
factors, including the availability of sufficient workforce,
unemployment levels and prevailing wages in the markets in which we
operate.
Further, our System has experienced increased costs and competition
associated with recruiting, motivating and retaining qualified
employees, as well as costs associated with promoting awareness of
the opportunities of working at McDonald’s restaurants. We and our
franchisees are also impacted by increasingly complex U.S. and
international laws and regulations affecting our respective
workforces. These laws and regulations are increasingly focused on,
and in certain cases impose requirements with respect to,
employment matters such as wages and hours, healthcare,
immigration, retirement and other employee benefits and workplace
practices. Such laws and regulations can expose us and our
franchisees to increased costs and other effects of compliance,
including potential liability, and all such labor and compliance
costs could have a negative impact on our Company-operated margins
and franchisee profitability.
Our potential exposure to reputational and other harm regarding our
workplace practices or conditions or those of our independent
franchisees or suppliers, including those giving rise to claims of
harassment or discrimination (or perceptions thereof) or workplace
safety, could have a negative impact on consumer perceptions of us
and our business. Additionally, economic action, such as boycotts,
protests, work stoppages or campaigns by labor organizations, could
adversely affect us (including our ability to recruit, motivate and
retain talent) or our franchisees and suppliers, whose performance
may have a significant impact on our results.
Effective succession planning is important to our continued
success.
Effective succession planning for management is important to our
long-term success. Failure to effectively identify, recruit,
develop and retain key personnel and ensure smooth management and
personnel transitions could disrupt our business and adversely
affect our results.
Food safety concerns may have an adverse effect on our
business.
Our ability to increase sales and profits depends on our System’s
ability to meet expectations for safe food and on our ability to
manage the potential impact on McDonald’s of food-borne illnesses
and food or product safety issues that may arise in the future,
including in the supply chain, restaurants or delivery. Food safety
is a top priority, and we dedicate substantial resources to ensure
that our customers enjoy safe food products, including as our menu
and service model evolve. However, food safety events, including
instances of food-borne illness, occur within the food industry and
our System from time to time and could occur in the future.
Instances of food
tampering, food contamination or food-borne illness, whether actual
or perceived, could adversely affect our brand and reputation, as
well as our financial results.
If we do not effectively manage our real estate portfolio, our
operating results may be negatively impacted.
We have significant real estate operations, primarily in connection
with our restaurant business. We generally own or secure a
long-term lease on the land and building for conventional
franchised and Company-operated restaurant sites. We seek to
identify and develop restaurant locations that offer convenience to
customers and long-term sales and profit potential. As we generally
secure long-term real estate interests for our restaurants, we have
limited flexibility to quickly alter our real estate portfolio. The
competitive business landscape continues to evolve in light of
changing business trends, consumer preferences, trade area
demographics, consumer use of digital, delivery and drive thru,
local competitive positions and other economic factors. If our
restaurants are not located in desirable locations, or if we do not
evolve in response to these factors, it could adversely affect
Systemwide sales and profitability.
Our real estate values and the costs associated with our real
estate operations are also impacted by a variety of other factors,
including governmental regulations, insurance, zoning, tax and
eminent domain laws, interest rate levels, the cost of financing,
natural disasters, acts of war, terrorism or other hostilities, or
other factors beyond our control. A significant change in real
estate values, or an increase in costs as a result of any of these
factors, could adversely affect our operating results.
Information technology system failures or interruptions, or
breaches of network security, may impact our operations or cause
reputational harm.
We are increasingly reliant upon technology systems, such as
point-of-sale, that support our business operations, including our
digital and delivery solutions, and technologies that facilitate
communication and collaboration with affiliated entities,
customers, employees, franchisees, suppliers, service providers or
other independent third parties to conduct our business, whether
developed and maintained by us or provided by third parties. Any
failure or interruption of these systems could significantly impact
our or our franchisees’ operations, or our customers’ experience
and perceptions.
Security incidents or breaches have from time to time occurred and
may in the future occur involving our systems, the systems of the
parties we communicate or collaborate with (including franchisees)
or the systems of third-party providers. These may include such
things as unauthorized access, phishing attacks, account takeovers,
denial of service, computer viruses, introduction of malware or
ransomware and other disruptive problems caused by hackers. Certain
of these technology systems contain personal, financial and other
information of our customers, employees, franchisees and their
employees, suppliers and other third parties, as well as financial,
proprietary and other confidential information related to our
business. Despite response procedures and measures in place in the
event of an incident, a security breach could result in
disruptions, shutdowns, or the theft or unauthorized disclosure of
such information. The actual or alleged occurrence of any of these
incidents could result in mitigation costs, reputational damage,
adverse publicity, loss of consumer confidence, reduced sales and
profits, complications in executing our growth initiatives and
regulatory and legal risk, including criminal penalties or civil
liabilities.
Despite the implementation of security measures, any of these
technology systems could become vulnerable to damage, disability or
failures due to theft, fire, power loss, telecommunications failure
or other catastrophic events. Certain technology systems may also
become vulnerable, unreliable or inefficient in cases where
technology vendors limit or terminate product support and
maintenance. Our increasing reliance on third-party systems also
subjects us to risks faced by those third-party businesses,
including operational, security and credit risks. If technology
systems were to fail or otherwise be unavailable, or if business
continuity or disaster recovery plans were not effective, and we
were unable to recover in a timely manner, we could experience an
interruption in our or our franchisees’ operations.
LEGAL AND REGULATORY
Increasing regulatory and legal complexity may adversely affect our
business and financial results.
Our regulatory and legal environment worldwide exposes us to
complex compliance, litigation and similar risks that could affect
our operations and results in material ways. Many of our markets
are subject to increasing, conflicting and highly prescriptive
regulations involving, among other matters, restaurant operations,
product packaging, marketing, the nutritional and allergen content
and safety of our food and other products, labeling and other
disclosure practices. Compliance efforts with those regulations may
be affected by ordinary variations in food preparation among our
own restaurants and the need to rely on the accuracy and
completeness of information from third-party suppliers. We also are
subject to increasing public focus, including by governmental and
non-governmental organizations, on environmental, social
responsibility and corporate governance (“ESG”) matters. Our
success depends in part on our ability to manage the impact of
regulations and other initiatives that can affect our business
plans and operations, which have increased and may continue to
increase our costs of doing business and exposure to litigation,
governmental investigations or other proceedings.
We are also subject to legal proceedings that may adversely affect
our business, including, but not limited to, class actions,
administrative proceedings, government investigations and
proceedings, shareholder proceedings, employment and personal
injury claims, landlord/tenant disputes, supplier-related disputes,
and claims by current or former franchisees. Regardless of whether
claims against us are valid or whether we are found to be liable,
claims may be expensive to defend and may divert management’s
attention away from operations.
Litigation and regulatory action concerning our relationship with
franchisees and the legal distinction between our franchisees and
us for employment law or other purposes, if determined adversely,
could increase costs, negatively impact our business operations and
the
business prospects of our franchisees and subject us to incremental
liability for their actions. Similarly, although our commercial
relationships with our suppliers remain independent, there may be
attempts to challenge that independence, which, if determined
adversely, could also increase costs, negatively impact the
business prospects of our suppliers, and subject us to incremental
liability for their actions.
Our results could also be affected by the following:
•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;
and
•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.
A judgment significantly in excess of any applicable insurance
coverage or third-party indemnity could materially adversely affect
our financial condition or results of operations. Further, adverse
publicity resulting from claims may hurt our business. If we are
unable to effectively manage the risks associated with our complex
regulatory and legal environment, it could have a material adverse
effect on our business and financial condition.
Changes in tax laws and unanticipated tax liabilities could
adversely affect the taxes we pay and our
profitability.
We are subject to income and other taxes in the U.S. and foreign
jurisdictions, and our operations, plans and results are affected
by tax and other initiatives around the world. In particular, we
are affected by the impact of changes to tax laws or policy or
related authoritative interpretations. We are also impacted by
settlements of pending or any future adjustments proposed by taxing
and governmental authorities inside and outside of the U.S. in
connection with our tax audits, all of which will depend on their
timing, nature and scope. Any significant increases in income tax
rates, changes in income tax laws or unfavorable resolution of tax
matters could have a material adverse impact on our financial
results.
Changes in accounting standards or the recognition of impairment or
other charges may adversely affect our future operations and
results.
New accounting standards or changes in financial reporting
requirements, accounting principles or practices, including with
respect to our critical accounting estimates, could adversely
affect our future results. We may also be affected by the nature
and timing of decisions about underperforming markets or assets,
including decisions that result in impairment or other charges that
reduce our earnings.
In assessing the recoverability of our long-lived assets, we
consider changes in economic conditions and make assumptions
regarding estimated future cash flows and other factors. These
estimates are highly subjective and can be significantly impacted
by many factors such as global and local business and economic
conditions, operating costs, inflation, competition, consumer and
demographic trends and our restructuring activities. If our
estimates or underlying assumptions change in the future, we may be
required to record impairment charges. If we experience any such
changes, they could have a significant adverse effect on our
reported results for the affected periods.
If we fail to comply with privacy and data protection laws, we
could be subject to legal proceedings and penalties, which could
negatively affect our financial results or brand
perceptions.
We are subject to legal and compliance risks and associated
liability related to privacy and data protection requirements,
including those associated with our technology-related services and
platforms made available to business partners, customers,
employees, franchisees or other third parties. An increasing number
of jurisdictions have enacted new privacy and data protection
requirements (including the European Union’s General Data
Protection Regulation and various U.S. state-level laws), and
further requirements are likely to be proposed or enacted in the
future. Failure to comply with these privacy and data protection
laws could result in legal proceedings and substantial penalties
and materially adversely impact our financial results or brand
perceptions.
MACROECONOMIC AND MARKET CONDITIONS
Unfavorable general economic conditions could adversely affect our
business and financial results.
Our results of operations are substantially affected by economic
conditions, including inflationary pressures, which can vary
significantly by market and can impact consumer disposable income
levels and spending habits. Economic conditions can also be
impacted by a variety of factors, including hostilities, epidemics,
pandemics and actions taken by governments to manage national and
international economic matters, whether through austerity, stimulus
measures or trade measures, and initiatives intended to control
wages, unemployment, credit availability, inflation, taxation and
other economic drivers. Sustained adverse economic conditions or
periodic adverse changes in economic conditions put pressure on our
operating performance and business continuity disruption planning,
and our business and financial results may suffer as a
result.
Our results of operations are also affected by fluctuations in
currency exchange rates, and unfavorable currency fluctuations
could adversely affect reported earnings.
Changes in commodity and other operating costs could adversely
affect our results of operations.
The profitability of our Company-operated restaurants depends in
part on our ability to anticipate and react to changes in commodity
costs, including food, paper, supplies, fuel, utilities,
distribution and other operating costs, including labor. Volatility
in certain commodity
prices and fluctuations in labor costs have adversely affected and
in the future could adversely affect our operating results by
impacting restaurant profitability. The commodity markets for some
of the ingredients we use, such as beef, chicken and pork, are
particularly volatile due to factors such as seasonal shifts,
climate conditions, industry demand and other macroeconomic
conditions, international commodity markets, food safety concerns,
product recalls, government regulation, and acts of war, terrorism
or other hostilities, all of which are beyond our control and, in
many instances, unpredictable. Our System can only partially
address future price risk through hedging and other activities, and
therefore increases in commodity costs could have an adverse impact
on our profitability.
A decrease in our credit ratings or an increase in our funding
costs could adversely affect our profitability.
Our credit ratings may be negatively affected by our results of
operations or changes in our debt levels. As a result, our interest
expense, the availability of acceptable counterparties, our ability
to obtain funding on favorable terms, our collateral requirements
and our operating or financial flexibility could all be negatively
affected, especially if lenders impose new operating or financial
covenants.
Our operations may also be impacted by regulations affecting
capital flows, financial markets or financial institutions, which
can limit our ability to manage and deploy our liquidity or
increase our funding costs. If any of these events were to occur,
they could have a material adverse effect on our business and
financial condition.
Trading volatility and the price of our common stock may be
adversely affected by many factors.
Many factors affect the volatility and price of our common stock in
addition to our operating results and prospects. These factors,
some of which are beyond our control, include the
following:
•the
unpredictable nature of 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 U.S., which is the principal trading market for
our common stock, and media reports and commentary about economic,
trade or other matters, even when the matter in question does not
directly relate to our business;
•trading
activity in our common stock, in derivative instruments with
respect to our common stock or in our 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, driven in
part by expectations about our performance; actions by shareholders
and others seeking to influence our business strategies; portfolio
transactions in our common stock by significant shareholders; and
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 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 we implement our strategies, including through
acquisitions, in light of changing business, legal and tax
considerations and evolve our corporate structure.
Our business is subject to an increasing focus on ESG
matters.
In recent years, there has been an increasing focus by stakeholders
– including employees, franchisees, customers, suppliers,
governmental and non-governmental organizations and investors – on
ESG matters. A failure, whether real or perceived, to address ESG
matters or to achieve progress on our ESG initiatives on the
anticipated timing or at all, could adversely affect our business,
including by heightening other risks disclosed in these Risk
Factors, such as those related to consumer behavior, consumer
perceptions of our brand, labor availability and costs, supply
chain interruptions, commodity costs, and legal and regulatory
complexity. Conversely, our taking a position, whether real or
perceived, on ESG, public policy, geopolitical and similar matters
could also adversely impact our business.
The standards we set for ourselves regarding ESG matters, and our
ability to meet such standards, may also impact our business. For
example, we are working to manage risks and costs to our System
related to climate change, greenhouse gases, and diminishing energy
and water resources, and we have announced initiatives relating to,
among other things, environmental sustainability, responsible
sourcing and increasing diverse representation across our System.
We may face increased scrutiny related to reporting on and
achieving these initiatives, as well as continued public focus on
similar matters, such as packaging and waste, animal health and
welfare, deforestation and land use. We may also face increased
pressure from stakeholders to provide expanded disclosure and
establish additional commitments, targets or goals, and take
actions to meet them, which could expose us to additional market,
operational, execution and reputational costs and risks. Moreover,
addressing ESG matters requires Systemwide coordination and
alignment, and the standards by which certain ESG matters are
measured are evolving and subject to assumptions that could change
over time.
Events such as severe weather conditions, natural disasters,
hostilities, social unrest and climate change, among others, can
adversely affect our results and prospects.
Severe weather conditions, natural disasters, acts of war,
terrorism or other hostilities, social unrest or climate change (or
expectations about them) can adversely affect consumer behavior and
confidence levels, supply availability and costs and local
operations in impacted markets, all of which can affect our results
and prospects. Climate change may also increase the frequency and
severity of weather-related events and natural disasters. Our
receipt of proceeds under any insurance we maintain with respect to
some of these risks may be delayed or the proceeds may be
insufficient to cover our losses fully.
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-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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This regulatory filing also includes additional resources:
form8k.pdf
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