Annual Statements Open main menu
  1. Annual Statements
  2. » Companies
  3. » MCDONALDS CORP
  4. » Annual Report: 2024 (Form 10-K)

MCDONALDS CORP - Annual Report: 2024 (Form 10-K)

governing the purchase and sale and other dispositions of Company securities by our directors, officers and employees. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of the Inside Information and Securities Trading Policy is filed as Exhibit 19 to this Form 10-K.

McDonald's Corporation 2024 Annual Report 38



AVAILABILITY OF COMPANY INFORMATION
The Company is subject to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore files periodic reports, proxy statements and other information with the SEC. Such information may be obtained by visiting the SEC's website at www.sec.gov.
The Company also uses its investor website at www.investor.mcdonalds.com as a primary channel for disclosing key information to its investors, some of which may contain material and previously non-public information. The Company makes available on such website, free of charge, copies of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing or furnishing such material to the SEC. Copies of such information and reports are also available free of charge by calling (800) 228-9623.
The Company also posts the following documents on the “Corporate Governance” section of its investor website: the Company’s Corporate Governance Principles; the charters for each standing committee of the Company's Board of Directors, including the Audit & Finance Committee, Compensation Committee, Governance Committee, and Corporate Responsibility Committee; the Code of Conduct for the Company’s Board of Directors; and the Company’s Standards of Business Conduct, which applies to all officers and employees. Copies of these documents are also available free of charge by calling (800) 228-9623. The Company intends to satisfy the disclosure requirements regarding any applicable amendment to, or waiver from, a provision of its Standards of Business Conduct by disclosing such information at the website address specified above.
The websites included in this Form 10-K, including those of the Company and the SEC, are provided for convenience only. Information contained on or accessible through such websites is not incorporated herein and does not constitute a part of this Form 10-K or the Company's other filings with the SEC.

Financial Statements and Supplementary Data
Index to consolidated financial statementsPage reference
Consolidated statement of income for each of the three years in the period ended December 31, 2024
40
Consolidated statement of comprehensive income for each of the three years in the period ended December 31, 2024
41
Consolidated balance sheet at December 31, 2024 and 2023
42
Consolidated statement of cash flows for each of the three years in the period ended December 31, 2024
43
Consolidated statement of shareholders’ equity for each of the three years in the period ended December 31, 2024
44
Notes to consolidated financial statements
45
Management’s assessment of internal control over financial reporting
65
Report of independent registered public accounting firm-PCAOB ID:
66
Report of independent registered public accounting firm on internal control over financial reporting
68

McDonald's Corporation 2024 Annual Report 39



Consolidated Statement of Income 
In millions, except per share data
Years ended December 31, 2024
20232022
REVENUES
Revenues from franchised restaurants$ $ $ 
Sales by Company-owned and operated restaurants   
Other revenues   
Total revenues   
OPERATING COSTS AND EXPENSES
Franchised restaurants-occupancy expenses   
Company-owned and operated restaurant expenses
Food & paper   
Payroll & employee benefits   
Occupancy & other operating expenses   
Other restaurant expenses   
Selling, general & administrative expenses
Depreciation and amortization   
Other   
Other operating (income) expense, net   
Total operating costs and expenses   
Operating income   
Interest expense-net of capitalized interest of $, $ and $
   
Nonoperating (income) expense, net()() 
Income before provision for income taxes   
Provision for income taxes   
Net income$ $ $ 
Earnings per common share–basic$ $ $ 
Earnings per common share–diluted$ $ $ 
Dividends declared per common share$ $ $ 
Weighted-average shares outstanding–basic   
Weighted-average shares outstanding–diluted   
See Notes to consolidated financial statements.

McDonald's Corporation 2024 Annual Report 40



Consolidated Statement of Comprehensive Income
In millions
Years ended December 31, 2024
20232022
Net income$ $ $ 
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments:
Gain (loss) recognized in accumulated other comprehensive
income (AOCI), including net investment hedges
() ()
Reclassification of (gain) loss to net income   
Foreign currency translation adjustments-net of tax
benefit (expense) of $(), $, and $()
()  
Cash flow hedges:
Gain (loss) recognized in AOCI () 
Reclassification of (gain) loss to net income ()()
Cash flow hedges-net of tax benefit (expense) of $(), $, and $()
 () 
Defined benefit pension plans:
Gain (loss) recognized in AOCI()()()
Reclassification of (gain) loss to net income()  
Defined benefit pension plans-net of tax benefit (expense)
of $, $, and $
()()()
Total other comprehensive income (loss), net of tax()  
Comprehensive income$ $ $ 
See Notes to consolidated financial statements.
McDonald's Corporation 2024 Annual Report 41



Consolidated Balance Sheet
In millions, except per share data
December 31, 2024
2023
ASSETS
Current assets
Cash and equivalents$ $ 
Accounts and notes receivable  
Inventories, at cost, not in excess of market  
Prepaid expenses and other current assets  
Total current assets  
Other assets
Investments in and advances to affiliates  
Goodwill  
Miscellaneous  
Total other assets  
Lease right-of-use asset, net  
Property and equipment
Property and equipment, at cost  
Accumulated depreciation and amortization()()
Net property and equipment  
Total assets$ $ 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Short-term borrowings and current maturities of long-term debt$ $ 
Accounts payable  
Lease liability  
Income taxes  
Other taxes  
Accrued interest  
Accrued payroll and other liabilities  
Total current liabilities  
Long-term debt  
Long-term lease liability  
Long-term income taxes  
Deferred revenues - initial franchise fees  
Other long-term liabilities  
Deferred income taxes  
Shareholders’ equity (deficit)
Preferred stock, par value; authorized – million shares; issued –
  
Common stock, $ par value; authorized – billion shares; issued – million shares
  
Additional paid-in capital  
Retained earnings  
Accumulated other comprehensive income (loss)()()
Common stock in treasury, at cost; and million shares
()()
Total shareholders’ equity (deficit)()()
Total liabilities and shareholders’ equity (deficit)$ $ 
See Notes to consolidated financial statements.

McDonald's Corporation 2024 Annual Report 42



Consolidated Statement of Cash Flows
In millions
Years ended December 31, 2024
20232022
Operating activities
Net income$ $ $ 
Adjustments to reconcile to cash provided by operations
Charges and credits:
Depreciation and amortization    
Deferred income taxes()()()
Share-based compensation   
Net (gain) loss on sale of restaurant and other businesses()() 
Other ()()
Changes in working capital items:
Accounts receivable ()()
Inventories, prepaid expenses and other current assets   
Accounts payable()  
Income taxes()()()
Other accrued liabilities()  
Cash provided by operations   
Investing activities
Capital expenditures()()()
Purchases of restaurant businesses()()()
Purchases of equity method investments()  
Sales of restaurant and other businesses   
Sales of property   
Other()()()
Cash used for investing activities()()()
Financing activities
Net short-term borrowings   
Long-term financing issuances   
Long-term financing repayments()()()
Treasury stock purchases()()()
Common stock dividends()()()
Proceeds from stock option exercises   
Other()() 
Cash used for financing activities()()()
Effect of exchange rates on cash and equivalents()()()
Cash and equivalents increase (decrease)() ()
Cash and equivalents at beginning of year   
Cash and equivalents at end of year$ $ $ 
Supplemental cash flow disclosures
Interest paid$ $ $ 
Income taxes paid   
See Notes to consolidated financial statements.
 
McDonald's Corporation 2024 Annual Report 43



Consolidated Statement of Shareholders’ Equity (Deficit)
 Common stock
issued		 Accumulated other
comprehensive income (loss)		Common stock in
treasury		Total
shareholders’
equity (deficit)
Additional
paid-in
capital		Retained
earnings		PensionsCash flow
hedges		Foreign
currency
translation
In millions, except per share dataSharesAmountSharesAmount
Balance at December 31, 2021 $ $ $ $()$()$()()$()$()
Net income  
Other comprehensive income (loss),
    net of tax		()   
Comprehensive income
 
Common stock cash dividends
    ($ per share)
()()
Treasury stock purchases()()()
Share-based compensation  
Stock option exercises and other    
Balance at December 31, 2022    () ()()()()
Net income          
Other comprehensive income (loss),
net of tax
    ()()    
Comprehensive income
          
Common stock cash dividends
    ($ per share)
   ()     ()
Treasury stock purchases       ()()()
Share-based compensation          
Stock option exercises and other         
Balance at December 31, 2023    ()()()()()()
Net income          
Other comprehensive income (loss),
net of tax
    () ()  ()
Comprehensive income
          
Common stock cash dividends
    ($ per share)
   ()     ()
Treasury stock purchases       ()()()
Share-based compensation          
Stock option exercises and other         
Balance at December 31, 2024 $ $ $ $()$ $()()$()$()
See Notes to consolidated financial statements.



McDonald's Corporation 2024 Annual Report 44



Notes to Consolidated Financial Statements
   Developmental licensed   Foreign affiliated       Total Franchised       Company-owned and operated           Total Systemwide restaurants   
The results of operations of restaurant businesses purchased and sold in transactions with franchisees were not material either individually or in the aggregate to the accompanying consolidated financial statements.
McDonald's Corporation 2024 Annual Report 45



years.
For periods prior to April 1, 2022, Dynamic Yield third party revenues were generated from providing software as a service solutions to customers and were recognized over the applicable subscription period as the service was performed.
years; leasehold improvements–the lesser of useful lives of assets or lease terms, which generally include certain option periods; and equipment– to years.
The Company periodically reviews these lives relative to physical factors, economic factors and industry trends. If there are changes in the planned use of property and equipment, or if technological changes occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the accelerated recognition of depreciation and amortization expense or write-offs in future periods.
Refer to the Property and Equipment footnote on page 54 of this Form 10-K for additional information.

McDonald's Corporation 2024 Annual Report 46



to years. Customer facing software is typically amortized over a shorter useful life, while back office and Corporate systems may have a longer useful life. Capitalized software less accumulated amortization is recorded within Miscellaneous other assets on the Consolidated Balance Sheet and was (in millions): 2024-$; 2023-$; 2022-$.
 million. The Company did not identify any indicators of material impairment of capitalized software for the years ended December 31, 2024 and 2022.
months, and the net sales proceeds are expected to be less than its net book value, among other factors. Generally, such losses are related to restaurants that have closed and ceased operations as well as other assets that meet the criteria to be considered “held for sale."
restaurants in Israel, which are presented within the International Developmental Licensed Markets & Corporate segment) in order to support key franchising initiatives. Total restaurant acquisitions for the year resulted in the Company recording approximately $ million of net tangible assets, $ million of identifiable intangible assets (primarily consisting of reacquired franchise rights) and $ million of goodwill. These acquisitions did not have a material impact on the amount of recorded revenues or net income of the Company. If a Company-owned and operated restaurant is sold within months of acquisition, the goodwill associated with the acquisition is written off in its entirety. If a Company-owned and operated restaurant is sold beyond months from the acquisition, the amount of goodwill written off is based on the relative fair value of the business sold compared to the reporting unit. $ $ $ Net restaurant purchases (sales)    Currency translation () ()Balance at December 31, 2024$ $ $ $ 

McDonald's Corporation 2024 Annual Report 47



million and $ million as of December 31, 2024 and 2023, respectively.
; 2023–$; 2022–$.
In addition, significant advertising costs are incurred by conventional franchisees through contributions to advertising cooperatives in individual markets that are also based upon a percent of sales. In the markets that make up the vast majority of the Systemwide advertising spend, including the U.S., McDonald’s is not the primary beneficiary of these entities, and therefore has concluded that consolidation would not be appropriate, as the Company does not have the power through voting or similar rights to direct the activities of the cooperatives that most significantly impact their economic performance.
These production costs, primarily in the U.S., as well as other marketing-related expenses are included in Selling, general & administrative expenses and were (in millions): 2024–$; 2023–$; 2022–$.
 
McDonald's Corporation 2024 Annual Report 48



 $ Derivative assets$ $ $ Derivative liabilities$()$()December 31, 2023In millions
Level 1 (1)
Level 2 Total Carrying
ValueInvestments$ $ Derivative assets$ $ $ Derivative liabilities$()$()
(1)    Level 1 is comprised of derivatives and investments that hedge market driven changes in liabilities associated with the Company’s supplemental benefit plans.
▪Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).
▪Certain Financial Assets and Liabilities not Measured at Fair Value
At December 31, 2024, the fair value of the Company’s debt obligations was estimated at $ billion, compared to a carrying amount of $ billion. The fair value of debt obligations is based upon quoted market prices, classified as Level 2 within the valuation hierarchy. The carrying amount of cash and equivalents and notes receivable approximate fair value.
McDonald's Corporation 2024 Annual Report 49



 $ 
Accrued payroll and other liabilities
$()$()Interest rate
Prepaid expenses and other current assets
  
Accrued payroll and other liabilities
()()    )  
(1)The amount of gain (loss) recognized in income related to components excluded from effectiveness testing.
Fair Value Hedges
The Company enters into fair value hedges to reduce the exposure to changes in fair values of certain liabilities. The Company enters into fair value hedges that convert a portion of its fixed rate debt into floating rate debt by use of interest rate swaps.  At December 31, 2024, the carrying amount of fixed-rate debt that was effectively converted was an equivalent notional amount of $ million, which included a decrease of $ million of cumulative hedging adjustments. For the year ended December 31, 2024, the Company recognized a $ million gain on the fair value of interest rate swaps, and a corresponding loss on the fair value of the related hedged debt instrument to interest expense.
Cash Flow Hedges
The Company enters into cash flow hedges to reduce the exposure to variability in certain expected future cash flows. To protect against the reduction in value of forecasted foreign currency cash flows (such as royalties denominated in foreign currencies), the Company uses foreign currency forwards to hedge a portion of anticipated exposures. The hedges cover up to the next months for certain exposures and are denominated in various currencies. As of December 31, 2024, the Company had derivatives outstanding with an equivalent notional amount of $ billion that hedged a portion of forecasted foreign currency denominated cash flows.
To protect against the variability of interest rates on anticipated bond issuances, the Company may use treasury locks to hedge a portion of expected future cash flows. As of December 31, 2024, the Company had derivatives outstanding with a notional amount of $ million that hedge a portion of forecasted cash flows.
Based on market conditions at December 31, 2024, the $ million in cumulative cash flow hedging gains, after tax, is not expected to have a significant effect on earnings over the next 12 months.
McDonald's Corporation 2024 Annual Report 50



billion of the Company's third-party foreign currency denominated debt, $ million of the Company's intercompany foreign currency denominated debt and $ billion of foreign currency derivatives were designated to hedge investments in certain foreign subsidiaries and affiliates.
Undesignated Hedges
The Company enters into certain derivatives that are not designated for hedge accounting. Therefore, the changes in the fair value of these derivatives are recognized immediately in earnings together with the gain or loss from the hedged balance sheet position. As an example, the Company enters into equity derivative contracts to hedge market-driven changes in certain of its supplemental benefit plan liabilities. The Company may also use certain investments to hedge changes in these liabilities. Changes in the fair value of these derivatives or investments are recorded in Selling, general & administrative expenses together with the changes in the supplemental benefit plan liabilities. In addition, the Company uses foreign currency forwards to mitigate the change in fair value of certain foreign currency denominated assets and liabilities. The changes in the fair value of these derivatives are recognized in non-operating (income) expense, net, along with the currency gain or loss from the hedged balance sheet position.
Credit Risk
The Company is exposed to credit-related losses in the event of non-performance by its derivative counterparties. The Company did not have significant exposure to any individual counterparty at December 31, 2024 and has master agreements that contain netting arrangements. For financial reporting purposes, the Company presents gross derivative balances in its financial statements and supplementary data, including for counterparties subject to netting arrangements. Some of these agreements also require each party to post collateral if credit ratings fall below, or aggregate exposures exceed, certain contractual limits. At December 31, 2024, the Company was required to post $ million of collateral due to the negative fair value of certain derivative positions.
; 2023– 2022–. Share-based compensation awards that were not included in diluted weighted-average shares because they would have been antidilutive were (in millions of shares): 2024– 2023– 2022–.
As of December 31, 2024, Cash and equivalents was $ billion of which $ million consisted of certificates of deposit.
McDonald's Corporation 2024 Annual Report 51



% franchised as of December 31, 2024.
•International Operated Markets - comprised of markets, or countries in which the Company operates and franchises restaurants, including Australia, Canada, France, Germany, Italy, Poland, Spain and the U.K. The segment is % franchised as of December 31, 2024.
•International Developmental Licensed Markets & Corporate - comprised primarily of developmental licensee and affiliate markets in the McDonald’s system, including equity method investments in China and Japan. Corporate activities are also reported in this segment. The segment is % franchised as of December 31, 2024.
In April 2022, the Company completed the divestiture of Dynamic Yield. Prior to this date, financial performance relating to Dynamic Yield is reflected within the International Developmental Licensed Markets & Corporate segment.
The Company's chief operating decision makers are the President and CEO and the Executive Vice President and Global Chief Financial Officer ("CFO"). Segment performance and resource allocation are evaluated based on one measure of a segment's profit or loss, operating income.
All intercompany revenues and expenses are eliminated in computing revenues and operating income. Corporate general and administrative expenses consist of corporate office support costs in areas such as facilities, finance, human resources, information technology, legal, marketing, restaurant operations, supply chain and training. Corporate assets include corporate cash and equivalents, financial instruments and office facilities.



McDonald's Corporation 2024 Annual Report 52



 $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Revenues$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Franchised restaurants-occupancy expenses$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Company-operated restaurant expenses$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Selling, general & administrative expenses$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate  ()Total Other segment items*$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Operating income$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Assets$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Capital expenditures$ $ $ U.S.$ $ $ International Operated Markets   International Developmental Licensed Markets & Corporate   Total Depreciation & amortization**$ $ $ *Other segment items is the difference between revenues less the significant expenses disclosed and operating income. This includes other restaurant expenses and other operating expenses detailed in the Other operating (income) expense, net footnote on page 56 of this Form 10-K.
**Total depreciation & amortization is included within the respective expense lines disclosed above, such as Company-operated restaurant expenses, Franchised restaurants-occupancy expenses, and Selling, general & administrative expenses.
Total long-lived assets, primarily property and equipment and the Company's Lease right-of-use asset, were (in billions)–Consolidated: 2024–$; 2023–$; U.S. based: 2024–$; 2023–$.



McDonald's Corporation 2024 Annual Report 53



 $ Buildings and improvements on owned land   Buildings and improvements on leased land   Equipment, signs and seating  Other  Property and equipment, at cost   Accumulated depreciation and amortization()()Net property and equipment$ $ 
billion for the years ended December 31, 2024, 2023 and 2022. The increase in Net property and equipment was primarily driven by higher capital expenditures as a result of the Company's Restaurant Development growth pillar under its Accelerating the Arches
years. At the end of the -year franchise arrangement, the Company maintains control of the underlying real estate and building and can either enter into a new -year franchise arrangement with the existing franchisee or a different franchisee, or close the restaurant. Franchisees generally pay related occupancy costs including property taxes, insurance and site maintenance.
Developmental licensees and affiliates operating under license agreements pay a royalty to the Company based upon a percent of sales, and generally pay initial fees.
McDonald’s has elected to allocate consideration in the franchise contract among lease and non-lease components in the same manner that it has historically: rental income (lease), royalty income (non-lease) and initial fee income (non-lease). This disaggregation and presentation of revenue is based on the nature, amount, timing and certainty of the revenue and cash flows. The allocation has been determined based on a mix of both observable and estimated standalone selling prices (the price at which an entity would sell a promised good or service separately to a customer).
 $ $ Royalties   Initial fees   Revenues from franchised restaurants$ $ $  $ $ 2026   2027   2028   2029   Thereafter   Total minimum payments$ $ $ 
billion (including land of $ billion) after deducting accumulated depreciation and amortization of $ billion.

McDonald's Corporation 2024 Annual Report 54



years and, in many cases, provide for rent escalations and renewal options. Renewal options are typically solely at the Company’s discretion. Escalation terms vary by market with examples including fixed-rent escalations, escalations based on an inflation index and fair-value market adjustments. The timing of these escalations generally range from annually to every . $ $ Other   Total rent expense$ $ $ 
Rent expense included variable lease payments in excess of minimum rents (in millions) as follows–Company-owned and operated restaurants: 2024–$; 2023–$; 2022–$. Franchised restaurants: 2024–$; 2023–$; 2022–$. These variable lease payments are primarily based on a percent of sales.
The Lease right-of-use asset and Lease liability reflect the present value of the Company's estimated future minimum lease payments over the lease term, which includes options that are reasonably certain of being exercised, discounted using a collateralized incremental borrowing rate. Typically, renewal options are considered reasonably certain of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the sales performance of the restaurant remains strong. Therefore, the Lease right-of-use asset and Lease liability include an assumption on renewal options that have not yet been exercised by the Company, and are not currently a future obligation.
The following table details amounts related to operating and finance leases recorded within the Company’s Consolidated Balance Sheet.
December 31, 2024
In millionsOperatingFinanceTotal
Lease right-of use asset, net$ $ $ 
Current lease liability   
Long-term lease liability   
December 31, 2023
In millionsOperatingFinanceTotal
Lease right-of use asset, net$ $ $ 
Current lease liability   
Long-term lease liability   
As the rate implicit in each lease is not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment.
The following table summarizes the weighted average remaining lease term and discount rate used for leases as of December 31, 2024 and 2023:
20242023
Weighted-average remaining lease term - operating leases years years
Weighted-average remaining lease term - finance leases years years
Weighted-average discount rate - operating leases % %
Weighted-average discount rate - finance leases % %
The Company makes cash payments related to its operating and finance lease liabilities, of which the majority are recorded within operating activities on the Consolidated Statement of Cash Flows. For each of the three years reflected within its cash flow statement, the Company made total payments of approximately $ billion. Of these total payments, approximately % related to the Company’s repayment of the principal portion of finance lease liabilities, and were recorded within financing activities on the Consolidated Statement of Cash Flows. Lease right-of-use assets obtained in exchange for operating and finance lease liabilities totaled approximately $ million and $ million, respectively, during the year ended December 31, 2024.





McDonald's Corporation 2024 Annual Report 55



 $ $ 2026   2027   2028   2029   Thereafter   Total lease payments$ $ $ Less: imputed interest   Present value of lease liability$ $ $ 
* Total lease payments include option periods that are reasonably certain of being exercised.
The decrease in the present value of the lease liability since December 31, 2023 is approximately $ million. The lease liability will continue to be impacted by new leases, lease modifications, lease terminations, reevaluation of lease terms, and foreign currency.
)$()$()Equity in earnings of unconsolidated affiliates()()()Asset dispositions and other (income) expense, net () Impairment and other charges (gains), net   Total$ $ $ 
▪Gains on sales of restaurant businesses
The Company’s purchases and sales of businesses with its franchisees are aimed at maintaining an optimal ownership mix in each market. Resulting gains or losses on sales of restaurant businesses are recorded in operating income because these transactions are a recurring part of the Company's business.
▪Equity in earnings of unconsolidated affiliates
Unconsolidated affiliates and partnerships are businesses in which the Company actively participates but does not control. The Company records equity in (earnings) losses from these entities representing McDonald’s share of results for markets primarily in the International Developmental Licensed Markets segment, as well as in the International Operated Markets segment. For foreign affiliated markets—primarily China and Japan—results are reported net of interest expense and income taxes.
▪Asset dispositions and other (income) expense, net
Asset dispositions and other (income) expense, net consists of gains or losses on excess property and other asset dispositions, provisions for restaurant closings, reserves for bad debts, asset write-offs due to restaurant reinvestment, sale of properties, and other miscellaneous income and expenses.
▪Impairment and other charges (gains), net
million of pre-tax restructuring charges primarily related to Accelerating the Organization and net pre-tax charges of $ million primarily consisting of property sale gains, transaction costs and non-cash impairment charges associated with the sale of McDonald's business in South Korea and transaction costs associated with the acquisition of McDonald's business in Israel. In 2023 this category included $ million of pre-tax charges related to the Company's Accelerating the Arches growth strategy, including restructuring charges associated with Accelerating the Organization, million of pre-tax charges related to the write-off of impaired software no longer in use. In 2022 this category included $ billion of pre-tax charges related to the sale of the Company's business in Russia and a pre-tax gain of $ million related to the Company's sale of its Dynamic Yield business.

McDonald's Corporation 2024 Annual Report 56



million of restructuring charges related to Accelerating the Organization for the year ended December 31, 2024, which brings total restructuring charges to $ million since the initiative commenced. These restructuring charges were recorded in the Other operating (income) expense, net line within the Consolidated Statement of Income. For the current year, restructuring charges primarily consisted of professional services costs. There were no significant non-cash impairment charges included in the amounts listed in the table below.  $ $ $ Restructuring Costs Incurred    Cash Payments()()()()Other Non-Cash Items() ()()Accrued Balance at December 31, 2023$ $ $ $ 2024Accrued Balance at Beginning of Year$ $ $ $ Restructuring Costs Incurred    Cash Payments()()()()Other Non-Cash Items  ()()Accrued Balance at December 31, 2024$ $ $ $ 
Of the $ million of restructuring charges incurred for the year ended December 31, 2024, $ million was recorded in the International Developmental Licensed Markets & Corporate segment, the majority of which was recorded at Corporate, $ million was recorded in the International Operated Markets segment and $ million was recorded in the U.S.
Substantially all of the accrued restructuring balance recorded at December 31, 2024, related to the Company’s Accelerating the Organization initiative, is expected to be paid out over the next twelve months.
 million of restructuring charges in 2025, primarily related to professional services costs.

McDonald's Corporation 2024 Annual Report 57



December 31, 2023In MillionsPercentage OwnershipFair Value (Level 1)Carrying AmountPercentage OwnershipFair Value (Level 1)Carrying AmountGrand Foods Holding %N/A$  %N/A$ McDonald's Japan Holdings Co., Ltd %$ $  %$ $ 
On January 30, 2024, the Company acquired an additional % ownership stake in Grand Foods Holding from the global investment firm Carlyle in exchange for $ billion in cash. The acquisition increased the Company's equity ownership to %, but did not result in control of the entity. As such, the Company remains a minority partner and will continue to account for the investment under the equity method.
As of , the aggregate carrying amount of the Company's investments in these equity method investees exceeded its proportionate share of the net assets of these equity method investees by $ billion. This difference is not amortized. Management has concluded that there are no indicators of impairment related to these investments.
The following table summarizes the amounts recorded related to the Company's primary equity method investments during the year ended December 31, 2024 and December 31, 2023, respectively.
Year Ended December 31,
In Millions20242023
Revenue$ $ 
Equity in Earnings  
Accounts Receivable  
Dividends Received  

McDonald's Corporation 2024 Annual Report 58



 $ $ Outside the U.S.   Income before provision for income taxes $ $ $  $ $ U.S. state   Outside the U.S.   Current tax provision   U.S. federal()()()U.S. state()()()Outside the U.S.()()()Deferred tax (benefit) provision()()()Provision for income taxes$ $ $  $ Property and equipment  Intangible assets  Other  Total deferred tax liabilities  Lease liability()()Intangible assets()()Property and equipment()()Deferred foreign tax credits()()Employee benefit plans()()Deferred revenue()()Operating loss carryforwards()()Other()()Total deferred tax assets before valuation allowance()()Valuation allowance  Net deferred tax (assets) liabilities$()$()Balance sheet presentation:Deferred income taxes$ $ Other assets-miscellaneous()()Net deferred tax (assets) liabilities$()$()
At December 31, 2024, the Company had net operating loss carryforwards of $ million, of which $ million has an indefinite carryforward. The remainder will expire at various dates from 2025 to 2041.
 % % %State income taxes, net of related federal income tax benefit   Foreign income taxed at different rates   Tax impact of intercompany transactions()() Global intangible low-tax income ("GILTI")    Foreign-derived intangible income ("FDII")()()()Nonoperating expense related to France audit settlement
   Other, net()()()Effective income tax rates % % %
McDonald's Corporation 2024 Annual Report 59



 million of net tax benefits related to the sale of the Company’s Russia and Dynamic Yield businesses and the unfavorable impact of the non-deductible $ million of non-operating expense related to the settlement of a tax audit in France.
As of December 31, 2024 and 2023, the Company’s gross unrecognized tax benefits totaled $ million and $ million, respectively. After considering the deferred tax accounting impact, it is expected that about $ million of the total as of December 31, 2024 would favorably affect the effective tax rate if resolved in the Company’s favor.
 $ Decreases for positions taken in prior years()()Increases for positions taken in prior years  Increases for positions related to the current year  Settlements with taxing authorities()()Lapsing of statutes of limitations  
Balance at December 31(1)
$ $ 
million and $ million are included in Long-term income taxes for 2024 and 2023, respectively, and $ million and $ million are included in Income taxes for 2024 and 2023, respectively, on the Consolidated Balance Sheet.
The Company is currently under audit with the U.S. Internal Revenue Service (the "IRS") for tax years 2011 through 2012 and 2016 through 2021. As of December 31, 2024, the IRS examination for tax years 2011 and 2012 are awaiting final resolution with the IRS appeals team. Examination years 2016 through 2021 remain open as of the end of the period.
The Company is also under audit in multiple foreign tax jurisdictions, primarily related to transfer pricing, as well as multiple state tax jurisdictions. While the Company cannot estimate the impact to the effective tax rate, it is reasonably possible that the total amount of unrecognized tax benefits could decrease up to $ million within the next 12 months. This would be due to the possible resolution of the aforementioned U.S. Federal, foreign and U.S. state tax audits and the expiration of the statute of limitations in multiple tax jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2009.
During 2024, the Company finalized and settled certain tax examinations and remeasured other income tax reserves based on audit progression. It is reasonably possible that, as a result of audit progression in both the U.S. and foreign tax audits within the next 12 months, there may be new information that causes the Company to reassess the total amount of unrecognized tax benefits recorded. While the Company cannot estimate the impact that new information may have on the unrecognized tax benefit balance, it believes that the liabilities recorded are appropriate and adequate.
The Company accrued $ million and $ million for interest and penalties related to tax matters at December 31, 2024 and 2023, respectively. Costs recognized for interest and penalties related to tax matters in 2024 and 2023 were immaterial and $ million in 2022. These amounts are included in the provision for income taxes.
McDonald's Corporation 2024 Annual Report 60



% investment in McDonald’s stock and participants may not transfer their existing account balance into McDonald’s stock if the transfer would cause the value of their interest in the fund to exceed 20% of their total 401(k) Plan account balance. Participants may choose to make separate investment choices for current account balances and future contributions.
The Company also maintains certain unfunded nonqualified supplemental benefit plans that allow participants to (i) make tax-deferred contributions and (ii) receive an annual Company-match allocation that cannot be made under the 401(k) Plan because of IRS limitations. The investment alternatives and returns are based on certain market-rate investment alternatives under the 401(k) Plan, net of expenses. Total liabilities were $ million and $ million at December 31, 2024 and 2023, respectively, and were primarily included in Other long-term liabilities on the Consolidated Balance Sheet.
The Company has entered into contracts to hedge market-driven changes in certain of the liabilities. At December 31, 2024, derivatives with a fair value of $ million indexed to the Company’s stock and an investment totaling $ million indexed to certain market indices were included in Prepaid expenses and other current assets on the Consolidated Balance Sheet. Changes in liabilities for these nonqualified plans and in the fair value of the derivatives and investment are recorded primarily in Selling, general & administrative expenses. Changes in fair value of the derivatives indexed to the Company’s stock are recorded in the Consolidated Statement of Income because the contracts provide the counterparty with a choice to settle in cash or shares.
Total U.S. costs for the 401(k) Plan and nonqualified benefits were immaterial to the Consolidated Statement of Income. All other post-retirement benefits and post-employment benefits, both in the U.S. and at our international subsidiaries, were also immaterial to the Consolidated Statement of Income.









McDonald's Corporation 2024 Annual Report 61



billion, which expires in June 2028. The Company incurs fees of % per annum on the total commitment, which remained unused. Fees and interest rates on this line are primarily based on the Company's long-term credit rating assigned by Moody’s and Standard & Poor's. In addition, the Company's subsidiaries had unused lines of credit that were primarily uncommitted, short-term and denominated in various currencies at local market rates of interest.
The weighted-average interest rate of short-term borrowings was % at December 31, 2024 (based on $ million of foreign currency bank line borrowings and $ million of commercial paper outstanding) and % at December 31, 2023 (based on $ million of foreign currency bank line borrowings and $ million of commercial paper outstanding). At December 31, 2024, $795 million of short-term borrowings and $3.0 billion of current maturities of other debt obligations, were classified as Long-term debt on the Consolidated Balance Sheet as they are supported by a long-term line of credit agreement expiring in June 2028.
DEBT OBLIGATIONS
The Company has incurred debt obligations principally through public and private offerings and bank loans. There are no provisions in the Company’s debt obligations that would accelerate repayment of debt as a result of a change in credit ratings or a material adverse change in the Company’s business. Certain of the Company’s debt obligations contain cross-acceleration provisions, and restrictions on Company and subsidiary mortgages and the long-term debt of certain subsidiaries. Under certain agreements, the Company has the option to retire debt prior to maturity, either at par or at a premium over par. The Company has no current plans to retire a significant amount of its debt prior to maturity, but continues to look for ways to optimize its debt portfolio.
 % %$ $ Floating    Total U.S. Dollar2025-2053  Fixed    Floating    Total Euro2025-2035  Fixed    Floating    Total Australian Dollar2026-2029  Total British Pounds Sterling - Fixed2032-2054    Total Canadian Dollar - Fixed2025-2031    Total Japanese Yen - Fixed2030    Fixed    Floating    
Total other currencies(2)
2025-2032  
Debt obligations before fair value adjustments and deferred debt costs(3)
  
Fair value adjustments(4)
()()Deferred debt costs()()Total debt obligations$ $ 
(1)
(2)C
(3); 2026–$; 2027–$; 2028–$; 2029–$; Thereafter-$. These amounts include a reclassification of short-term obligations totaling $ billion to long-term obligations as they are supported by a long-term line of credit agreement expiring in June 2028.
(4)

McDonald's Corporation 2024 Annual Report 62



million at December 31, 2024, including million available for future grants. $ $ After tax$ $ $ Earnings per common share-diluted$ $ $ 
As of December 31, 2024, there was $ million of total unrecognized compensation cost related to nonvested share-based compensation that is expected to be recognized over a weighted-average period of years.
STOCK OPTIONS
Stock options to purchase common stock are granted with an exercise price equal to the closing market price of the Company’s stock on the date of grant. Substantially all of the options become exercisable in four equal installments, beginning a year from the date of the grant, and generally expire years from the grant date.
The following table presents the weighted-average assumptions used in the option pricing model for the 2024, 2023 and 2022 stock option grants. The expected life of the options represents the period of time the options are expected to be outstanding and is based on historical trends. Expected stock price volatility is generally based on the historical volatility of the Company’s stock for a period approximating the expected life. The expected dividend yield is based on the Company’s most recent annual dividend rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected life.

 % % %Expected stock price volatility % % %Risk-free interest rate % % %
Expected life of options (in years)
Fair value per option granted$ $ $ 
Intrinsic value for stock options is defined as the difference between the current market value of the Company’s stock and the exercise price. During 2024, 2023 and 2022, the total intrinsic value of stock options exercised was $ million, $ million and $ million, respectively. Cash received from stock options exercised during 2024 was $ million and the tax benefit realized from stock options exercised totaled $ million. The Company uses treasury shares purchased under the Company’s share repurchase program to satisfy share-based exercises.
 $  $  $ Granted      Exercised() () () Forfeited/expired()   () () Outstanding at end of year $ $  $  $ Exercisable at end of year $ $    

McDonald's Corporation 2024 Annual Report 63



% on the third anniversary of the grant and are payable in either shares of the Company’s common stock or cash, at the Company’s discretion. The fair value of each RSU granted is equal to the market price of the Company’s stock at date of grant. Separately, Company officers have been awarded RSUs that vest based on Company performance. For performance-based RSUs, the Company includes a relative TSR modifier to determine the number of shares earned at the end of the performance period. The fair value of performance-based RSUs that include the TSR modifier is determined using a Monte Carlo valuation model. $  $  $ Granted      Vested() () () Forfeited  () () Nonvested at end of year $  $  $ 
million, $ million and $ million, respectively. The tax benefit realized from RSUs vested during 2024 was $ million.


McDonald's Corporation 2024 Annual Report 64



Management’s Assessment of Internal Control Over Financial Reporting
The financial statements were prepared by management, which is responsible for their integrity and objectivity and for establishing and maintaining adequate internal controls over financial reporting.
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
I.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
II.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
III.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time.
Management assessed the design and effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013 Framework).
Based on management’s assessment using those criteria, as of December 31, 2024, management believes that the Company’s internal control over financial reporting is effective.
Ernst & Young, LLP, independent registered public accounting firm, has audited the financial statements of the Company for the fiscal years ended December 31, 2024, 2023 and 2022 and the Company’s internal control over financial reporting as of December 31, 2024. Their reports are presented on the following pages. The independent registered public accountants and internal auditors advise management of the results of their audits, and make recommendations to improve the system of internal controls. Management evaluates the audit recommendations and takes appropriate action.
McDONALD’S CORPORATION
February 25, 2025
McDonald's Corporation 2024 Annual Report 65



Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of McDonald’s Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of McDonald’s Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Audit & Finance Committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.


McDonald's Corporation 2024 Annual Report 66



Measurement of Unrecognized Tax Benefits
Description of the Matter
As described in the Income Taxes footnote to the consolidated financial statements, the Company’s unrecognized tax benefits, which includes transfer pricing matters, totaled $461 million at December 31, 2024. The Company, like other multi-national companies, is regularly audited by federal, state and foreign tax authorities, and tax assessments may arise several years after tax returns have been filed. Accordingly, tax liabilities are recorded when, in management’s judgment, a tax position does not meet the more likely than not threshold for recognition. For tax positions that meet the more likely than not threshold, a tax liability may still be recorded depending on management’s assessment of how the tax position will ultimately be settled.
Auditing the measurement of unrecognized tax benefits related to transfer pricing used in intercompany transactions was challenging because the measurement is based on interpretations of complex tax laws and because the pricing of the intercompany transactions is based on studies that may produce a range of outcomes (e.g., the price that would be charged in an arm’s-length transaction).

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to assess the technical merits and measurement of these unrecognized tax benefits. For example, we tested management’s review of the unrecognized tax benefit calculations, which included evaluation of the comparable transactions used to determine the ranges of outcomes, pricing conclusions reached in management’s transfer pricing studies and the assessment of other third-party information.
With the assistance of our income tax professionals, we performed audit procedures that included, among others, evaluating the technical merits of the Company’s position and assessing the recognition and measurement of unrecognized tax benefits related to transfer pricing. For example, we assessed the inputs utilized and the pricing conclusions reached in the Company’s transfer pricing studies and compared the methods used to industry benchmarks. In addition, we used our knowledge of historical settlement activity, income tax laws and other market information to evaluate the technical merits of the Company’s positions. We also independently verified our understanding of the status of income tax examinations with the Company’s external legal counsel.



/s/
We have served as the Company’s auditor since 1964.
February 25, 2025
McDonald's Corporation 2024 Annual Report 67



Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
To the Shareholders and the Board of Directors of McDonald’s Corporation
Opinion on Internal Control over Financial Reporting
We have audited McDonald’s Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, McDonald’s Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 25, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Chicago, Illinois
February 25, 2025

McDonald's Corporation 2024 Annual Report 68



Controls and Procedures
DISCLOSURE CONTROLS
An evaluation was conducted under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2024. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date to provide reasonable assurances that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company is in the process of a multi-year, comprehensive transformation of its technology and operating model across multiple areas of the business, in an effort to modernize our processes and create efficiencies.
This technology transformation will include the implementation of certain new systems. Operating model transformation will include centralizing or outsourcing certain more routine functions.
The Company is performing this implementation in the ordinary course of business to increase efficiency and to modernize the tools and technology used in its key financial processes. This is not in response to any identified deficiency or weakness in the Company's internal control over financial reporting. As the phased implementation of the systems continues, the Company has modified certain processes and procedures to enhance the quality of internal control over financial reporting. The Company will continue to monitor and modify, as needed, the design and operating effectiveness of key control activities to align with the updated business processes and capabilities of the new financial systems.
Except for these changes, the Company’s management, including the CEO and CFO, confirm there has been no change in the Company's internal control over financial reporting during the fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
MANAGEMENT’S REPORT
Management’s Report and the Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting are set forth in the consolidated financial statements.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table summarizes information about the Company’s equity compensation plans as of December 31, 2024. All outstanding awards relate to the Company’s common stock. Shares issued under all of the following plans may be from the Company’s treasury, newly issued or both.
Equity compensation plan information
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights		Weighted-average
exercise price of
outstanding options,
warrants and rights		Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Plan category(a) (b)(c)
Equity compensation plans approved by security holders10,684,526 (1)$215.96 19,051,924 
Equity compensation plans not approved by security holders— — — 
Total10,684,526   $215.96 19,051,924 
(1)Includes 9,524,574 stock options and 1,159,952 restricted stock units granted under the McDonald's Corporation Amended and Restated 2012 Omnibus Stock Ownership Plan.
Additional matters are incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than 120 days after December 31, 2024.

Other Information
No officer (as defined in Rule 16a-1(f) under the Exchange Act) or director adopted, modified, or terminated a contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2024.
McDonald's Corporation 2024 Annual Report 69



Exhibits and Financial Statement Schedules
a.(1)All financial statements
Consolidated financial statements are filed as part of this Form 10-K and begin on page 39 of this Form 10-K.
(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
The exhibits below are filed as part of this Form 10-K.

McDonald’s Corporation Exhibit Index
Exhibit Number
Description
(3)Articles of incorporation; bylaws
(a)


(b)
(4)Instruments defining the rights of securities holders, including indentures**
(a)
(b)
(c)
(10)Material contracts
(a)
(b)
(c)
(i)
(d)
(i)
(ii)
(e)
(i)
(ii)
(iii)
(f)
(g)

McDonald's Corporation 2024 Annual Report 70



(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(19)
(21)
(23)
(24)
(31.1)
(31.2)
(32.1)
(32.2)
(97)
(99.1)
(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 2024 Annual Report 71



Form 10-K Cross-Reference Index
Page reference
Part I
Item 1Business
Page 3
Item 1ARisk Factors
Page 28
Item 1BUnresolved Staff CommentsNot applicable
Item 1CCybersecurity
Page 35
Item 2Properties
Page 37
Item 3Legal Proceedings
Page 37
Item 4Mine Safety DisclosuresNot applicable
Part II
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Page 27
Item 6[Reserved]Not applicable
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations
Page 7
Item 7AQuantitative and Qualitative Disclosures About Market Risk
Page 23
Item 8Financial Statements and Supplementary Data
Page 39
Item 9Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNot applicable
Item 9AControls and Procedures
Page 69
Item 9BOther Information
Page 69
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable
Part III
Item 10Directors, Executive Officers and Corporate Governance
Page 38, (a)
Item 11Executive Compensation(a)
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Page 69, (a)
Item 13Certain Relationships and Related Transactions, and Director Independence(a)
Item 14Principal Accountant Fees and Services(a)
Part IV
Item 15Exhibits and Financial Statement Schedules
Page 70
Item 16Form 10-K SummaryNot applicable
Signatures
Page 73
(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 .


McDonald's Corporation 2024 Annual Report 72



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 25, 2025

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 25th day of February, 2025:

By/s/ Ian F. BordenBy/s/ Michael D. Hsu
Ian F. BordenMichael D. Hsu
Executive Vice President and Global Chief Financial OfficerDirector
(Principal Financial Officer)
By/s/ Anthony G. CapuanoBy/s/ Christopher J. Kempczinski
Anthony G. CapuanoChristopher J. Kempczinski
DirectorChairman of the Board of Directors, President, and
Chief Executive Officer
(Principal Executive Officer)
By/s/ Kareem DanielBy/s/ John J. Mulligan
Kareem DanielJohn J. Mulligan
DirectorDirector
By/s/ Lloyd H. DeanBy/s/ Jennifer L. Taubert
Lloyd H. DeanJennifer L. Taubert
DirectorDirector
By/s/ Lauren EltingBy/s/ Paul S. Walsh
Lauren EltingPaul S. Walsh
Vice President - Chief Accounting Officer andDirector
Corporate Controller
(Principal Accounting Officer)
By/s/ Catherine M. EngelbertBy/s/ Amy E. Weaver
Catherine M. EngelbertAmy E. Weaver
DirectorDirector
By/s/ Margaret H. GeorgiadisBy/s/ Miles D. White
Margaret H. GeorgiadisMiles D. White
DirectorDirector

McDonald's Corporation 2024 Annual Report 73

Similar companies

See also CHIPOTLE MEXICAN GRILL INC - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-09-30)
See also YUM BRANDS INC - Annual report 2022 (10-K 2022-12-31) Annual report 2025 (10-Q 2025-03-31)
See also Yum China Holdings, Inc. - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-09-30)
See also Restaurant Brands International Inc. - Annual report 2022 (10-K 2022-12-31) Annual report 2023 (10-Q 2023-09-30)
See also DARDEN RESTAURANTS INC - Annual report 2023 (10-K 2023-05-28) Annual report 2023 (10-Q 2023-08-27)