MCDONALDS CORP
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
MCD$282.17+0.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| a. | (1) | All financial statements |
|---|---|---|
| (2) | Financial statement schedules | |
| No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the required information is included in the consolidated financial statements and accompanying notes filed as part of this Form 10-K. | ||
| b. | Exhibits | |
| McDonald’s Corporation Exhibit Index | |
|---|---|
| Exhibit Number | Description |
| (3) | Articles of incorporation; bylaws |
| (a) | Restated Certificate of Incorporation, effective May 23, 2019, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2019. |
| (b) | By-Laws, amended and restated effective January 18, 2023, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No. 001-05231), filed January 19, 2023. |
| (4) | Instruments defining the rights of securities holders, including indentures** |
| (a) | Senior Debt Securities Indenture, dated October 19, 1996, incorporated herein by reference from Exhibit (4)(a) of Form S-3 Registration Statement (File No. 333-14141), filed October 15, 1996. |
| (b) | Subordinated Debt Securities Indenture, dated October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 Registration Statement (File No. 333-14141), filed October 15, 1996. |
| (c) | Description of Securities, incorporated herein by reference from Exhibit 4(c) of Form 10-K (File No. 001-05231), for the year ended December 31, 2019. |
| (10) | Material contracts |
| (a) | McDonald’s Corporation Directors’ Deferred Compensation Plan, amended and restated effective December 31, 2021, incorporated herein by reference from Exhibit 10(a) of Form 10-K (File No. 001-05231), for the year ended December 31, 2021.* |
| (b) | McDonald's Corporation Board of Directors Deferred Compensation Plan, effective January 1, 2022, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No. 001-05231), for the year ended December 31, 2021.* |
| (c) | McDonald’s Deferred Compensation Plan, effective January 1, 2017, incorporated herein by reference from Exhibit 10(b) of Form 10-K (File No. 001-05231), for the year ended December 31, 2016.* |
| (i) | First Amendment to the McDonald's Deferred Compensation Plan, effective May 1, 2018, incorporated herein by reference from Exhibit 10(b)(i) of Form 10-Q (File No. 001-05231), for the quarter ended September 30, 2018.* |
| (d) | McDonald's Amended and Restated Deferred Compensation Plan, effective May 26, 2020, incorporated herein by reference from Exhibit 10(c) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2020.* |
| (i) | First Amendment to the McDonald's Amended and Restated Deferred Compensation Plan, effective December 1, 2021, incorporated herein by reference from Exhibit 10(d)(i) of Form 10-K (File No. 001-05231), for the year ended December 31, 2021.* |
| (e) | McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective September 1, 2001, incorporated herein by reference from Exhibit 10(c) of Form 10-K (File No. 001-05231), for the year ended December 31, 2001.* |
| (i) | First Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective January 1, 2002, incorporated herein by reference from Exhibit 10(c)(i) of Form 10-K (File No. 001-05231), for the year ended December 31, 2002.* |
| (ii) | Second Amendment to the McDonald’s Corporation Supplemental Profit Sharing and Savings Plan, effective January 1, 2005, incorporated herein by reference from Exhibit 10(c)(ii) of Form 10-K (File No. 001-05231), for the year ended December 31, 2004.* |
| (f) | McDonald's Corporation 2012 Omnibus Stock Ownership Plan, effective June 1, 2012, incorporated herein by reference from Exhibit 10(h) of Form 10-Q (File No. 001-05231), for the quarter ended September 30, 2012.* |
| (g) | McDonald's Corporation Amended and Restated 2012 Omnibus Stock Ownership Plan, effective May 21, 2020, incorporated herein by reference from Exhibit 10(g) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2020.* |
| (h) | Form of Executive Confidentiality, Intellectual Property and Restrictive Covenant Agreement, incorporated herein by reference from Exhibit 10(o) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2017.* |
McDonald's Corporation 2023 Annual Report 66
| (i) | Form of 2018 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(q) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2018. * |
|---|---|
| (j) | McDonald's Corporation Target Incentive Plan, amended and restated effective February 13, 2019, incorporated herein by reference from Exhibit 10(p) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2019.* |
| (k) | McDonald's Corporation Officer Severance Plan, amended and restated effective November 1, 2022, incorporated herein by reference from Exhibit 10(l) of Form 10-K (File No. 001-05231), for the year ended December 31, 2022.* |
| (l) | Form of 2019 Executive Stock Option Award Agreement in connection with the 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2019.* |
| (m) | Separation Agreement and General Release between Stephen Easterbrook and the Company, dated October 31, 2019, incorporated herein by reference from Exhibit 10.1 of Form 8-K, filed November 4, 2019.* |
| (n) | Separation Agreement and General Release between Jerome N. Krulewitch and the Company, dated October 13, 2020, incorporated herein by reference from Exhibit 10(v) of Form 10-K (File No. 001-05231), for the year ended December 31, 2020.* |
| (o) | Form of 2021 Executive Time-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(v) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2021.* |
| (p) | Form of 2023 Executive Performance-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(q) of Form 10Q (File No. 001-05231), for the quarter ended March 31, 2023.* |
| (q) | Form of 2023 Executive Stock Option Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No. 001-05231), for the quarter ended March 31, 2023.* |
| (21) | Subsidiaries of the Registrant. |
| (23) | Consent of Independent Registered Public Accounting Firm. |
| (24) | Power of Attorney. |
| (31.1) | Rule 13a-14(a) Certification of Chief Executive Officer. |
| (31.2) | Rule 13a-14(a) Certification of Chief Financial Officer. |
| (32.1) | Certification pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (32.2) | Certification pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (97) | McDonald’s Corporation Policy on Recoupment of Incentive Compensation. |
| (99.1) | Computation of Ratios. |
| (101.INS) | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| (101.SCH) | Inline XBRL Taxonomy Extension Schema Document. |
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| (104) | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| * | Denotes compensatory plan. |
|---|---|
| ** | Certain instruments defining the rights of holders of long-term debt of the Company are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. An agreement to furnish a copy of any such instruments upon request has been filed with the Securities and Exchange Commission. |
McDonald's Corporation 2023 Annual Report 67
| Page reference | |||
| Part I | |||
|---|---|---|---|
| Item 1 | Business | Page 3 | |
| Item 1A | Risk Factors | Page 28 | |
| Item 1B | Unresolved Staff Comments | Not applicable | |
| Item 1C | Cybersecurity | Page 34 | |
| Item 2 | Properties | Page 35 | |
| Item 3 | Legal Proceedings | Page 35 | |
| Item 4 | Mine Safety Disclosures | Not applicable | |
| Part II | |||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | Page 27 | |
| Item 6 | [Reserved] | Not applicable | |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | Page 8 | |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | Page 23 | |
| Item 8 | Financial Statements and Supplementary Data | Page 37 | |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not applicable | |
| Item 9A | Controls and Procedures | Page 65 | |
| Item 9B | Other Information | Not applicable | |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | Not applicable | |
| Part III | |||
| Item 10 | Directors, Executive Officers and Corporate Governance | Page 36, (a) | |
| Item 11 | Executive Compensation | (a) | |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | Page 65, (a) | |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | (a) | |
| Item 14 | Principal Accountant Fees and Services | (a) | |
| Part IV | |||
| Item 15 | Exhibits and Financial Statement Schedules | Page 66 | |
| Signatures | Page 69 | ||
(a) - The information required by this item is incorporated herein by reference from the Company's definitive proxy statement, which will be filed no later than 120 days after December 31, 2023.
McDonald's Corporation 2023 Annual Report 68
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
McDonald’s Corporation
(Registrant)
| By | /s/ Ian F. Borden |
|---|---|
| Ian F. Borden | |
| Executive Vice President and Global Chief Financial Officer | |
| February 22, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 22nd day of February, 2024:
| By | /s/ Ian F. Borden | By | /s/ Catherine Hoovel |
|---|---|---|---|
| Ian F. Borden | Catherine Hoovel | ||
| Executive Vice President and Global Chief Financial Officer | Senior Vice President - Corporate Controller | ||
| (Principal Financial Officer) | (Principal Accounting Officer) | ||
| By | /s/ Anthony G. Capuano | By | /s/ Christopher J. Kempczinski |
| Anthony G. Capuano | Christopher J. Kempczinski | ||
| Director | President, Chief Executive Officer and Director | ||
| (Principal Executive Officer) | |||
| By | /s/ Kareem Daniel | By | /s/ John J. Mulligan |
| Kareem Daniel | John J. Mulligan | ||
| Director | Director | ||
| By | /s/ Lloyd H. Dean | By | /s/ Jennifer L. Taubert |
| Lloyd H. Dean | Jennifer L. Taubert | ||
| Director | Director | ||
| By | /s/ Catherine M. Engelbert | By | /s/ Paul S. Walsh |
| Catherine M. Engelbert | Paul S. Walsh | ||
| Director | Director | ||
| By | /s/ Margaret H. Georgiadis | By | /s/ Amy E. Weaver |
| Margaret H. Georgiadis | Amy E. Weaver | ||
| Director | Director | ||
| By | /s/ Enrique Hernandez, Jr. | By | /s/ Miles D. White |
| Enrique Hernandez, Jr. | Miles D. White | ||
| Chairman of the Board and Director | Director | ||
McDonald's Corporation 2023 Annual Report 69
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