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MCDONALDS CORP - Quarter Report: 2024 September (Form 10-Q)

For the nine months ended September 30, 2024
 Common stock
issued Accumulated other
comprehensive income (loss)Common stock in
treasuryTotal
shareholders’
equity (deficit)Additional
paid-in
capitalRetained
earningsPensionsCash flow
hedgesForeign
currency
translationIn millions, except per share dataSharesAmountSharesAmountBalance 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 September 30, 2024 $ $ $ $()$()$()()$()$()
See Notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
For the quarter ended September 30, 2023
 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 June 30, 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 September 30, 2023 $ $ $ $()$ $()()$()$()

      
 
 
 
   Nine Months Ended September 30,20242023Inc/ (Dec)Inc/ (Dec)
Excluding
Currency
TranslationU.S.$ $3 %3 %International Operated Markets 4 3 International Developmental Licensed Markets & Corporate()n/m(92)Total$ $— %— %Operating margin45.3 %46.3 %July 1-31, 2024874,297 $254.87 874,297 $4,189,689,137 August 1-31, 2024293,752 270.52 293,752 4,110,224,323 September 1-30, 2024485,199 291.20 485,199 3,968,932,958 Total1,653,248 $268.31 1,653,248 
*    Subject to applicable law, the Company may repurchase shares directly in the open market, in privately negotiated transactions or pursuant to derivative instruments and plans complying with Rule 10b5-1 under the Exchange Act, among other types of transactions and arrangements.

(1)On December 31, 2019, the Company's Board of Directors approved a share repurchase program, effective January 1, 2020, that authorized the purchase of up to $15 billion of the Company's outstanding common stock.

Item 5. Other Information
Rule 10b5-1 Trading Plans
In accordance with the disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses the officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors who adopted or terminated a contract, instruction or written plan for the sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarter ended September 30, 2024.
Name / TitleType of PlanAdoption DateEnd DateAggregate Number of Securities to be SoldPlan Description
Joseph Erlinger / President, McDonald’s USARule 10b5-1 trading planAugust 28, 2024December 23, 2025
16,484[1]
Sale of shares
Desiree Ralls-Morrison, Executive Vice President – Global Chief Legal OfficerRule 10b5-1 trading planAugust 29, 2024December 31, 20246,817Sale of shares
[1] Represents the maximum number of shares that are eligible to vest pursuant to Mr. Erlinger’s 2022 performance-based restricted stock unit award. The actual number of shares that will vest and be sold pursuant to the trading plan will depend upon the Company’s performance against the applicable performance targets.
Other than as disclosed above, no officer 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.
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Item 6. Exhibits
Exhibit No.
Description
(3)Articles of incorporation; bylaws
(a)
Restated Certificate of Incorporation, effective July 29, 2024, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No. 001-05231), for the quarter ended June 30, 2024.
(b)
By-Laws, amended and restated effective July 25, 2024, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No. 001-05231), filed July 26, 2024.
(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 (File No. 333-14141), filed October 15, 1996.
(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)
(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.*
(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.*
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(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)
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 10-Q (File No. 001-05231), for the quarter ended March 31, 2023.*
(o)
(31.1)
Rule 13a-14(a) Certification of Chief Executive Officer.
(31.2)
Rule 13a-14(a) Certification of Chief Financial Officer.
(32.1)
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101.INS)
XBRL Instance Document - 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.
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Table of Contents
SIGNATURE
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 thereunto duly authorized.
 
McDONALD’S CORPORATION
        (Registrant)
/s/ Ian F. Borden
Date:November 7, 2024Ian F. Borden
Executive Vice President and Global Chief Financial Officer

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