MCDONALDS CORP
10-Q, 1994-05-10
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     <PAGE> 1
                                      FORM 10-Q

                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549



          /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


                    For the quarterly period ended March 31, 1994

                                         OR

          / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

     For the transition period from             to 
     Commission file number 1-5231   ----------    ----------
                            ------

                               McDONALD'S CORPORATION
                -----------------------------------------------------
               (Exact name of registrant as specified in its charter)

                     DELAWARE                               36-2361282
          -------------------------------              -------------------
          (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)               Identification No.)

      McDonald's Plaza, Oak Brook, Illinois                   60521
     ----------------------------------------               ----------
     (Address of principal executive offices)               (Zip Code)

         (Registrant's telephone number, including area code) (708) 575-3000

           --------------------------------------------------------------
           Former name, former address and former fiscal year, if changed
                                 since last report.)

     Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 12 months (or for such
     shorter period that the registrant was required to file such reports),
     and (2) has been subject to such filing requirements for the past 90
     days.  Yes  X   No
                ---     ---

                                     353,869,989
                          ---------------------------------
                          (Number of shares of common stock
                          outstanding as of March 31, 1994)
<PAGE>

     <PAGE> 2

                               McDONALD'S CORPORATION
                               ----------------------

                                        INDEX
                                        -----


                                                             Page Reference
       Part I.    Financial Information

                  Item 1 - Financial Statements

                     Condensed consolidated balance sheet,
                     March 31, 1994 (unaudited) and
                     December 31, 1993                              3

                     Condensed consolidated statement of
                     income (unaudited), three months ended
                     March 31, 1994 and 1993                        4

                     Condensed consolidated statement of
                     cash flows (unaudited), three months
                     ended March 31, 1994 and 1993                  5

                     Financial comments (unaudited)                 6

                  Item 2 - Management's Discussion and
                           Analysis of Financial Condition
                           and Results of Operations                7

       Part II.   Other Information

                  Item 6 - Exhibits and Reports on Form 8-K

                     (a)Exhibits
                        The exhibits listed in the
                        accompanying Exhibit Index are
                        filed as part of this report               12

                     (b)Reports on Form 8-K                        15


       Signature                                                   16

       Exhibit Index                                               17
<PAGE>

     <PAGE> 3
     PART I.  FINANCIAL INFORMATION
     ------------------------------

     Item 1.  Financial Statements
     -----------------------------
     <TABLE>
     CONDENSED CONSOLIDATED BALANCE SHEET
     <CAPTION>
                                              (unaudited)
     (In millions of dollars)                March 31, 1994    December 31, 1993
     ---------------------------------------------------------------------------
     <S>                                       <C>                 <C>
     ASSETS
     CURRENT ASSETS
     Cash and equivalents                      $   168.1           $   185.8
     Accounts receivable                           268.8               287.0
     Notes receivable                               28.4                27.6
     Inventories, at cost, not in excess 
       of market                                    42.0                43.5
     Prepaid expenses and other current 
       assets                                      112.3               118.9
     -------------------------------------------------------------------------
          TOTAL CURRENT ASSETS                     619.6               662.8
     -------------------------------------------------------------------------
     OTHER ASSETS AND DEFERRED CHARGES             876.0               875.3
     -------------------------------------------------------------------------
     PROPERTY AND EQUIPMENT
     Property and equipment, at cost            13,730.6            13,459.0
     Accumulated depreciation and 
       amortization                             (3,485.6)           (3,377.6)
     -------------------------------------------------------------------------
          NET PROPERTY AND EQUIPMENT            10,245.0            10,081.4
     -------------------------------------------------------------------------
     INTANGIBLE ASSETS-NET                         442.5               415.7
     -------------------------------------------------------------------------
     TOTAL ASSETS                              $12,183.1           $12,035.2
     =========================================================================
     LIABILITIES AND SHAREHOLDERS' EQUITY
     CURRENT LIABILITIES
     Notes payable                             $    99.5           $   193.3
     Accounts payable                              321.6               395.7
     Income taxes                                  105.3                56.0
     Accrued interest                              119.4               132.9
     Other accrued liabilities                     280.6               294.1
     Current maturities of long-term debt           29.4                30.0
     -------------------------------------------------------------------------
          TOTAL CURRENT LIABILITIES                955.8             1,102.0
     -------------------------------------------------------------------------
     LONG-TERM DEBT                              3,560.0             3,489.4
     OTHER LONG-TERM LIABILITIES AND 
       MINORITY INTERESTS                          380.4               334.4
     DEFERRED INCOME TAXES                         824.1               835.3
     SHAREHOLDERS' EQUITY
     Preferred stock, no par value; 
       authorized - 165.0 million shares; 
       issued - 5.7 million                        676.5               677.3 <PAGE>
     Common stock, no par value; 
       authorized - 1.25 billion shares; 
       issued - 415.2 million                       46.2                46.2
     Additional paid-in capital                    317.0               302.8
     Guarantee of ESOP notes                      (253.3)             (253.6)
     Retained earnings                           7,796.4             7,612.6
     Foreign currency translation 
       adjustment                                 (180.2)             (192.2)
     -------------------------------------------------------------------------
                                                 8,402.6             8,193.1
     -------------------------------------------------------------------------
     Common stock in treasury, at cost; 
       61.3 and 61.5 million shares             (1,939.8)           (1,919.0)
     -------------------------------------------------------------------------
          TOTAL SHAREHOLDERS' EQUITY             6,462.8             6,274.1
     -------------------------------------------------------------------------
     TOTAL LIABILITIES AND SHAREHOLDERS' 
       EQUITY                                  $12,183.1           $12,035.2
     =========================================================================

     See accompanying Financial comments.
     </TABLE>
<PAGE>

 <PAGE> 4
 <TABLE>
 CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)


 <CAPTION>
 (In millions of dollars, except per                   Quarters ended March 31
  common share data)                                       1994        1993
 -----------------------------------------------------------------------------
 <S>                                                     <C>         <C>
 REVENUES
 Sales by Company-operated restaurants                   $1,244.7    $1,153.3
 Revenues from franchised restaurants                       551.3       500.8
 -----------------------------------------------------------------------------
   TOTAL REVENUES                                         1,796.0     1,654.1
 -----------------------------------------------------------------------------
 OPERATING COSTS AND EXPENSES
 Company-operated restaurants                             1,017.4       952.9
 Franchised restaurants-occupancy costs                     100.4        90.8
 General, administrative and selling expenses               239.5       217.8
 Other operating (income) expense-net                       (20.4)      (18.8)
 -----------------------------------------------------------------------------
   TOTAL OPERATING COSTS AND EXPENSES                     1,336.9     1,242.7
 -----------------------------------------------------------------------------
 OPERATING INCOME                                           459.1       411.4
 -----------------------------------------------------------------------------
 Interest expense                                            71.8        79.3
 Nonoperating income (expense)-net                           (9.9)        1.2
 -----------------------------------------------------------------------------
 INCOME BEFORE PROVISION FOR INCOME TAXES                   377.4       333.3
 -----------------------------------------------------------------------------
 Provision for income taxes                                 134.0       115.0
 -----------------------------------------------------------------------------
 NET INCOME                                              $  243.4    $  218.3
 =============================================================================
 NET INCOME PER COMMON SHARE                             $    .65    $    .57
 -----------------------------------------------------------------------------
 DIVIDENDS PER COMMON SHARE                              $  .1075    $    .10
 -----------------------------------------------------------------------------

 See accompanying Financial comments.
 </TABLE>
<PAGE>

 <PAGE> 5
 <TABLE>
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


 <CAPTION>
                                                        Quarters ended March 31
 (In millions of dollars)                                   1994        1993
 ------------------------------------------------------------------------------
 <S>                                                       <C>         <C>
 OPERATING ACTIVITIES
 Net income                                                $243.4      $218.3
 Adjustments to reconcile to cash provided by
 operations
   Depreciation and amortization                            147.9       136.6
   Changes in operating working capital items               (13.3)      (59.0)
   Other                                                     (1.2)       (4.6)
 ------------------------------------------------------------------------------
      CASH PROVIDED BY OPERATIONS                           376.8       291.3
 ------------------------------------------------------------------------------
 INVESTING ACTIVITIES
 Property and equipment expenditures                       (260.2)     (212.1)
 Sales of restaurant businesses                              29.4        17.9
 Purchases of restaurant businesses                         (27.8)       (6.4)
 Property sales                                               6.4        21.2
 Other                                                       (4.7)       (7.7)
 ------------------------------------------------------------------------------
      CASH USED FOR INVESTING ACTIVITIES                   (256.9)     (187.1)
 ------------------------------------------------------------------------------
 FINANCING ACTIVITIES
 Notes payable and commercial paper net borrowings
 supported by line of credit agreements                     115.8       277.4
 Other long-term financing issuances                         94.8       206.4
 Other long-term financing repayments                      (284.0)     (462.3)
 Treasury stock purchases                                   (27.9)     (256.3)
 Common and preferred stock dividends                       (50.8)      (48.8)
 Other                                                       14.5        20.5
 ------------------------------------------------------------------------------
      CASH USED FOR FINANCING ACTIVITIES                   (137.6)     (263.1)
 ------------------------------------------------------------------------------
 CASH AND EQUIVALENTS DECREASE                              (17.7)     (158.9)
 Cash and equivalents at beginning of period                185.8       436.5
 ------------------------------------------------------------------------------
 CASH AND EQUIVALENTS AT END OF PERIOD                     $168.1      $277.6
 ==============================================================================

 See accompanying Financial comments.
 </TABLE>
<PAGE>

     <PAGE> 6
     FINANCIAL COMMENTS (UNAUDITED)


     BASIS OF PRESENTATION
     The accompanying condensed consolidated financial statements should be
     read in conjunction with the consolidated financial statements in the
     Company's 1993 Annual Report to Shareholders.  In the opinion of the
     Company, all adjustments (consisting of normal recurring accruals)
     necessary for a fair presentation have been included.
         The results of operations of restaurant businesses purchased and
     sold were not material to the condensed consolidated financial
     statements for periods prior to purchase and sale.


     NET INCOME PER COMMON SHARE
     Net income per common share was computed using net income, reduced by
     preferred stock cash dividends (net of tax) of $11.8 million for 1994
     and for 1993, divided by the weighted average shares of common stock
     outstanding:  353.8 and 361.5 million for the quarters ended March 31,
     1994 and 1993, respectively.  The effect of potentially dilutive
     securities was not material.
<PAGE>

     <PAGE> 7
     Item 2.  Management's Discussion And Analysis Of Financial Condition
     --------------------------------------------------------------------
     And Results Of Operations
     -------------------------
     <TABLE>
     INCREASES (DECREASES) IN OPERATING RESULTS OVER 1993

     <CAPTION>


     (Dollars in millions, except
      per common share data)                         Quarter Ended March 31
     ----------------------------------------------------------------------
     <S>                                               <C>            <C>
     SYSTEMWIDE SALES                                  $474.1          9%
     ----------------------------------------------------------------------
     REVENUES
     Sales by Company-operated restaurants               91.4          8
     Revenues from franchised restaurants                50.5         10
     ----------------------------------------------------------------------
       TOTAL REVENUES                                   141.9          9
     ----------------------------------------------------------------------
     OPERATING COSTS AND EXPENSES
     Company-operated restaurants                        64.5          7
     Franchised restaurants-occupancy costs               9.6         11
     General, administrative and selling expenses        21.7         10
     Other operating (income) expense-net                (1.6)         9
     ----------------------------------------------------------------------
       TOTAL OPERATING COSTS AND EXPENSES                94.2          8
     ----------------------------------------------------------------------
     OPERATING INCOME                                    47.7         12
     ----------------------------------------------------------------------
     Interest expense                                    (7.5)       (10)
     Nonoperating income
       (expense)-net                                    (11.1)        NM
     ----------------------------------------------------------------------
     INCOME BEFORE PROVISION FOR INCOME TAXES            44.1         13
     ----------------------------------------------------------------------
     Provision for income taxes                          19.0         17
     ----------------------------------------------------------------------
     NET INCOME                                         $25.1         12%
     ======================================================================
     NET INCOME PER COMMON SHARE                        $ .08         14%
     ----------------------------------------------------------------------

     NM - Not Meaningful
     </TABLE>
<PAGE>

     <PAGE> 8
     CONSOLIDATED OPERATING RESULTS
     Net income and net income per common share increased 12 and 14%,
     respectively, for the quarter.  The 2 percentage point spread between
     net income and net income per common share reflected the impact of
     share repurchase.
          Systemwide sales represent sales by Company-operated, franchised
     and affiliated restaurants.  The increase was due to expansion and
     higher sales at existing restaurants worldwide, affected in part by
     severe weather conditions worldwide.  The increase in revenues
     reflected strong worldwide operating results.
          A total of 125 restaurants were added in 1994 (91 in 1993),
     including 40 in the U.S. (26 in 1993) and 85 outside of the U.S. (65
     in 1993).  An additional 235 restaurants were under construction at
     quarter-end (209 in 1993), including 107 in the U.S. (90 in 1993) and
     128 outside of the U.S. (119 in 1993).  In addition, over 200
     satellites were operating worldwide at quarter-end.  These sites
     leverage the infrastructure of existing restaurants by using their
     storage capability and inventory or by drawing on their management
     talent and labor pool.  Satellite locations were not included in
     Systemwide restaurants.
          Franchised restaurant margins comprised about two-thirds of the
     combined operating margins.  Consolidated franchised margins were
     81.8% of applicable revenues for the quarter, compared to 81.9% one
     year ago.
          Consolidated Company-operated margins improved to 18.3% of sales
     for the quarter from 17.4% one year ago.  All costs declined as a
     percent of sales.
          The increase in general, administrative and selling expenses was
     due primarily to higher employee costs associated with expansion and
     key priorities.
          Other operating transactions relate to franchising and the food
     business such as gains on sales of restaurant businesses, equity in
     earnings of unconsolidated affiliates and other items.
<PAGE>

     <PAGE> 9

     -------------------------------------------------------------------
                                                Quarters Ended March 31
     (In millions of dollars)                            1994      1993
     -------------------------------------------------------------------
     Gains on sales of restaurant businesses           $(17.4)   $(10.1)
     Equity in earnings of unconsolidated affiliates    (10.9)     (6.7)
     Other                                                7.9      (2.0)
     -------------------------------------------------------------------
     Other operating (income) expense-net              $(20.4)   $(18.8)
     ===================================================================

          The other category above included losses related to property
     dispositions in 1994, compared to gains in 1993.
          The increase in consolidated operating income primarily reflected
     better results from combined operating margins, partially offset by
     higher general, administrative and selling expenses and weaker foreign
     currencies.
          The decrease in interest expense was due primarily to lower
     interest rates and weaker foreign currencies.
          Nonoperating income (expense) was affected by greater translation
     losses primarily from Latin American countries; higher dividends
     associated with preferred interests in consolidated subsidiaries; and
     lower interest income in 1994 as a portion of the proceeds from the
     1992 preferred stock issuance, later used for share repurchase, was
     invested during the first quarter of 1993.
          The effective income tax rate increased to 35.5% in the first
     quarter of 1994, compared to 35.4% for the year 1993 and 34.5% for the
     first quarter of 1993.  The changes were primarily as a result of the
     new U.S. tax legislation enacted in the third quarter of 1993.

     U.S. OPERATING RESULTS
     U.S. sales and revenues grew 6% for the quarter due to expansion and
     higher sales at existing restaurants.  Sales were positively driven by
     the emphasis on value and customer satisfaction in the form of Extra
     Value Meals, Happy Meals and the three-tier value program; as well as
     the NBA cup promotion highlighting large sandwiches.
          U.S. operating income increased 5% for the quarter, as higher
     combined operating margins were partially offset by higher general,
     administrative and selling expenses.  The improvement in U.S. Company-
     operated margins was noteworthy, from 16.6% of sales in 1993 to 17.7%
     in 1994.
<PAGE>

     <PAGE> 10
     OPERATING RESULTS OUTSIDE OF THE US.
     Sales outside of the U.S. rose 14% for the quarter due to expansion
     and higher sales at existing restaurants.  If exchange rates had
     remained at 1993 levels, the increase would have remained 14%.  Many
     markets delivered excellent sales on a local currency basis:
     Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark,
     England, Finland, Germany, Hungary, Ireland, Italy, Korea, Malaysia,
     Netherlands, New Zealand, Norway, Panama, Philippines, Puerto Rico,
     Scotland, Singapore, Spain, Sweden, Switzerland, Taiwan, Thailand and
     Wales.
          Pacific sales were strong with the exception of our joint venture
     in Japan which continues to be affected by a weak economy.  Although
     many European economies showed weakness, McDonald's markets generally
     performed well because of an emphasis on value.  Latin American
     economies have been weak, but our business there has been improving.
     Business in Canada continued to improve, despite a weak economy.
          Revenues outside of the U.S. increased 12% for the quarter,
     constrained by weaker foreign currencies especially in Germany, Canada
     and France.  If exchange rates had remained at 1993 levels, the
     increase would have been 14%.
          Operating income outside of the U.S. grew 19% for the quarter,
     reflecting expansion and higher combined operating margins, partially
     offset by higher general, administrative and selling expenses and
     weaker foreign currencies.  If exchange rates had remained at 1993
     levels, the increase would have been 22%.

     IMPACT OF FOREIGN CURRENCIES ON REPORTED RESULTS
     Local currency results were strong.  However, weaker foreign
     currencies continued to negatively impact consolidated operating
     results throughout the first quarter of 1994.  The Deutsche Mark, the
     Canadian Dollar and the French Franc were primarily responsible for
     the impact.  Although the impact of the Japanese Yen was positive, the
     benefit was more significant to sales than operating income since our
     operations are managed through a joint venture and hence, not
     consolidated.  If exchange rates had remained at 1993 levels, the
     reported results would have been as follows:

        -------------------------------------------------------------
                                       Quarter Ended March 31, 1994
        (Dollars in millions)          Reported            Adjusted
        -------------------------------------------------------------
        Systemwide sales         $5,709.2      9%    $5,718.6      9%
        Operating income            459.1     12        463.9     13
        Net income                  243.4     12        248.3     14
        -------------------------------------------------------------

          While changing foreign currencies impact reported results,
     McDonald's lessens short-term cash exposures by primarily purchasing
     goods and services in local currencies, financing in local currencies
     and hedging foreign-denominated cash flows.
<PAGE>

     <PAGE> 11
     FINANCIAL POSITION
     Cash provided by operations increased 29% in 1994, primarily due to
     changes in operating working capital items.  Together with other
     sources of cash such as borrowings, cash provided by operations was
     used primarily for capital expenditures, debt repayments, dividends
     and share repurchase.  U.S. capital expenditures increased 40% and
     capital expenditures outside of the U.S. increased 11%.
         In January, the Company announced its plan to purchase up to $1
     billion of common stock within the next three years.  The Company
     purchased .5 million shares of common stock for $27.9 million during
     the first quarter.


     FIRST QUARTER HIGHLIGHTS
     --------------------------------------------------------------------
     (Dollars in millions, except                 Quarters ended March 31
      per common share data)                        1994           1993
     --------------------------------------------------------------------
     Systemwide sales                             $5,709.2       $5,235.1
     --------------------------------------------------------------------
     U.S. sales                                   $3,346.4       $3,158.4
       Operated by franchisees                     2,684.9        2,545.6
       Operated by the Company                       575.3          543.0
       Operated by affiliates                         86.2           69.8
     --------------------------------------------------------------------
     Sales outside of the U.S.                    $2,362.8       $2,076.7
       Operated by franchisees                     1,108.1          954.6
       Operated by the Company                       669.4          610.3
       Operated by affiliates                        585.3          511.8
     --------------------------------------------------------------------
     Total revenues                               $1,796.0       $1,654.1
       U.S.                                          933.0          881.0
       Outside of the U.S.                           863.0          773.1
     --------------------------------------------------------------------
     Operating income                             $  459.1       $  411.4
       U.S.                                          239.8          227.8
       Outside of the U.S.                           219.3          183.6
     --------------------------------------------------------------------
     Systemwide restaurants                         14,118         13,184
     --------------------------------------------------------------------
     U.S. restaurants                                9,323          8,985
       Operated by franchisees                       7,628          7,406
       Operated by the Company                       1,458          1,381
       Operated by affiliates                          237            198
     --------------------------------------------------------------------
     Restaurants outside of the U.S.                 4,795          4,199
       Operated by franchisees                       2,258          1,901
       Operated by the Company                       1,283          1,155
       Operated by affiliates                        1,254          1,143
     --------------------------------------------------------------------
<PAGE>

     <PAGE> 12
                                    PART II

     Item 6.  Exhibits and Reports on Form 8-K
     -----------------------------------------

     (a) - Exhibits
     --------------

          (4)  Instruments defining the rights of security holders,
               including indentures (A):

               (a)  Debt Securities. Indenture dated as of March 1, 1987
                    incorporated herein by reference from Exhibit 4(a) of
                    Form S-3 Registration Statement, SEC file no. 33-12364.

                    (i)   Supplemental Indenture No. 5 incorporated herein
                          by reference from Exhibit (4) of Form 8-K dated
                          January 23, 1989.

                    (ii)  9-3/4% Notes due 1999. Supplemental Indenture
                          No. 6 incorporated herein by reference from
                          Exhibit (4) of Form 8-K dated January 23, 1989.

                    (iii) Medium-Term Notes, Series B, due from nine
                          months to 30 years from Date of Issue.
                          Supplemental Indenture No. 12 incorporated
                          herein by reference from Exhibit (4) of Form 8-K
                          dated August 18, 1989 and Forms of Medium-Term
                          Notes, Series B, incorporated herein by
                          reference from Exhibit (4)(b) of Form 8-K dated
                          September 14, 1989.

                    (iv)  9-3/8% Notes due 1997. Form of Supplemental
                          Indenture No. 14 incorporated herein by
                          reference from Exhibit (4) of Form 10-K for the
                          year ended December 31, 1989.

                    (v)   Medium-Term Notes, Series C, due from nine
                          months to 30 years from Date of Issue. Form of
                          Supplemental Indenture No. 15 incorporated
                          herein by reference from Exhibit 4(b) of
                          Form S-3 Registration Statement, SEC file
                          no. 33-34762 dated May 14, 1990.

                    (vi)  Medium-Term Notes, Series C, due from nine
                          months/184 days to 30 years from Date of Issue.
                          Amended and restated Supplemental Indenture
                          No. 16 incorporated herein by reference from
                          Exhibit (4) of Form 10-Q for the period ended
                          March 31, 1991.

                    (vii) 8-7/8% Debentures due 2011. Supplemental
                          Indenture No. 17 incorporated herein by
                          reference from Exhibit (4) of Form 8-K dated
                          April 22, 1991.
<PAGE>

     <PAGE> 13
                    (viii)Medium-Term Notes, Series D, due from nine
                          months/184 days to 60 years from Date of Issue.
                          Supplemental Indenture No. 18 incorporated
                          herein by reference from Exhibit 4(b) of
                          Form S-3 Registration Statement, SEC file
                          no. 33-42642 dated September 10, 1991.

                    (ix)  7-3/8% Notes due July 15, 2002. Form of
                          Supplemental Indenture No. 19 incorporated
                          herein by reference from Exhibit (4) of Form 8-K
                          dated July 10, 1992.

                    (x)   6-3/4% Notes due February 15, 2003. Form of
                          Supplemental Indenture No. 20 incorporated
                          herein by reference from Exhibit (4) of Form 8-K
                          dated March 1, 1993.

                    (xi)  7-3/8% Debentures due July 15, 2033. Form of
                          Supplemental Indenture No. 21 incorporated
                          herein by reference from Exhibit (4)(a)of Form
                          8-K dated July 15, 1993.

               (b)  Form of Deposit Agreement dated as of November 25, 1992
                    by and between McDonald's Corporation, First Chicago
                    Trust Company of New York, as Depositary, and the
                    Holders from time to time of the Depositary Receipts.

               (c)  Rights Agreement dated as of December 13, 1988 between
                    McDonald's Corporation and The First National Bank of
                    Chicago, incorporated herein by reference from Exhibit
                    1 of Form 8-K dated December 23, 1988.

                    (i)  Amendment No. 1 to Rights Agreement incorporated
                         herein by reference from Exhibit 1 of Form 8-K
                         dated May 25, 1989.

                    (ii) Amendment No. 2 to Rights Agreement incorporated
                         herein by reference from Exhibit 1 of Form 8-K
                         dated July 25, 1990.

               (d)  Indenture and Supplemental Indenture No. 1 dated as of
                    September 8, 1989, between McDonald's Matching and
                    Deferred Stock Ownership Trust, McDonald's Corporation
                    and Pittsburgh National Bank in connection with SEC
                    Registration Statement Nos. 33-28684 and 33-28684-01,
                    incorporated herein by reference from Exhibit (4)(a) of
                    Form 8-K dated September 14, 1989.

               (e)  Form of Supplemental Indenture No. 2 dated as of April
                    1, 1991, supplemental to the Indenture between
                    McDonald's Matching and Deferred Stock Ownership Trust,
                    McDonald's Corporation and Pittsburgh National Bank in
                    connection with SEC Registration Statement Nos.
                    33-28684 and 33-28684-01, incorporated herein by
                    reference from Exhibit (4)(c) of Form 8-K dated
                    March 22, 1991.
<PAGE>

     <PAGE> 14
          (10) Material Contracts

               (a)  Material contract between McDonald's Corporation and
                    Joan B. Kroc, incorporated herein by reference from
                    Exhibit (10) of Form 10-K for the year ended
                    December 31, 1984.

               (b)  Director's Deferred Compensation Plan, incorporated
                    herein by reference from Exhibit (10)(b)of Form 10-K
                    for the year ended December 31, 1992*.

               (c)  Profit Sharing Program, as amended, McDonald's
                    Supplemental Employee Benefit Equalization Plan,
                    McDonald's Profit Sharing Program Equalization Plan and
                    McDonald's 1989 Equalization Plan, incorporated by
                    reference from Form 10-K/A dated May 4, 1993, Amendment
                    No. 1 to Form 10-K for the year ended December 31, 1992*.

                   (i)   Amendment No. 1 to McDonald's 1989 Equalization
                         Plan, incorporated herein by reference from Form
                         10-Q for the period ended June 30, 1993.

                   (ii)  Amendment No. 2 to McDonald's 1989 Equalization
                         Plan, incorporated herein by reference from
                         Exhibit (10)(c) of Form 10-K for the year ended
                         December 31, 1993.

                   (iii) Amendment No. 1 to McDonald's Supplemental
                         Employee Benefit Equalization Plan, incorporated
                         herein by reference from Exhibit (10)(c) of Form
                         10-K for the year ended December 31, 1993.

                   (iv)  Amendment No. 2 to McDonald's Supplemental
                         Employee Equalization Plan, incorporated herein by
                         reference from Exhibit (10)(c) of Form 10-K for
                         the year ended December 31, 1993.

                   (v)   Amendment No. 5 to the Profit Sharing Program, as
                         amended, incorporated herein by reference from
                         Exhibit (10)(c) of Form 10-K for the year ended
                         December 31, 1993.

                   (vi)  Amendment No. 6 to the Profit Sharing Program, as
                         amended, incorporated herein by reference from
                         Exhibit (10)(c) of Form 10-K for the year ended
                         December 31, 1993.

               (d)  1975 Stock Ownership Option Plan, incorporated herein
                    by reference from Exhibit (10)(d) of Form 10-K for the
                    year ended December 31, 1992*.

               (e)  Stock Sharing Plan, incorporated herein by reference
                    from Exhibit (10)(e) of Form 10-K for the year ended
                    December 31, 1992*.
<PAGE>

     <PAGE> 15
               (f)  1992 Stock Ownership Incentive Plan, incorporated
                    herein by reference from exhibit pages 20-34 of
                    McDonald's 1992 Proxy Statement and Notice of 1992
                    Annual Meeting of Shareholders dated April 10, 1992*.

               (g)  McDonald's Corporation Deferred Incentive Plan,
                    incorporated herein by reference from Exhibit(10) of
                    Form 10-Q for the period ended September 30, 1993*.

      (11) Statement re:  Computation of per share earnings.

      (12) Statement re:  Computation of ratios.

     --------------------
      * Denotes compensatory plan.


      (A) Other instruments defining the rights of holders of long-term
          debt of the registrant and all of its subsidiaries for which
          consolidated financial statements are required to be filed and
          which are not required to be registered with the Securities and
          Exchange Commission, are not included herein as the securities
          authorized under these instruments, individually, do not exceed
          10% of the total assets of the registrant and its subsidiaries on
          a consolidated basis. An agreement to furnish a copy of any such
          instruments to the Securities and Exchange Commission upon
          request has been filed with the Commission.

      (b) Reports on Form 8-K

          The following report on Form 8-K was filed for the last quarter
          covered by this report, and subsequently up to May 10, 1994.

                                                  Financial Statements
             Date of Report        Item Number    required to be filed
             --------------        -----------    --------------------
             January 18, 1994         Item 7               No
<PAGE>

     <PAGE> 16








                                   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)







                          By  /s/  Jack M. Greenberg
                                   -----------------    
                                      (Signature)

                              Jack M. Greenberg
                              Vice Chairman,
                              Chief Financial Officer




       May 10, 1994
     ----------------
          (Date)
<PAGE>

     <PAGE> 17
                                 EXHIBIT INDEX



     The following Exhibits are filed as part of Form 10-Q for the quarter
     ended March 31, 1994.


          Exhibit
          Number    Description of Document
          -------   -----------------------

            11      Statement re: Computation of Per Share Earnings

            12      Statement re: Computation of Ratios
<PAGE>





         <TABLE>
                                                                                                            Exhibit 11
                                                      McDONALD'S CORPORATION
                                         STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS
                                  (Dollars and shares in millions, except per common share data)



         <CAPTION>                                                                            Quarters Ended March 31
                                                                                                1994           1993
                                                                                                ----           ----
         <S>                                                                                   <C>            <C>
         Net Income                                                                            $243.4         $218.3


         Preferred stock dividends (net of tax)                                                 (11.8)         (11.8)
                                                                                               -------        -------

         Net income available after preferred stock dividends (A)                               231.6          206.5


         Common stock dividends on assumed conversion of preferred stock                           .3             .3
                                                                                               -------        -------

         Net income available to common shareholders                                           $231.9         $206.8
                                                                                               =======        =======

         Weighted average number of common shares outstanding during the period (A)             353.8          361.5


         Additional shares related to potentially dilutive securities                            10.9           10.8
                                                                                               -------        -------

         Adjusted weighted average common shares                                                364.7          372.3
                                                                                               =======        =======

         Fully diluted net income per common share                                             $  .64         $  .56
                                                                                               -------        -------

         ---------------------

         NOTES:

         (A)  Refer to Condensed consolidated statement of income on page 4 and to Financial comments -
              Net income per common share on page 6 of this report.
         </TABLE>
<PAGE>




     <TABLE>                                                                                                         Exhibit 12
                                                         McDONALD'S CORPORATION
                                                 STATEMENT RE:  COMPUTATION OF RATIOS
                                                         (Dollars in Millions)

     <CAPTION>                                          Three Months
                                                      Ended March 31,                   Years Ended December 31,
                                                      1994       1993       1993       1992       1991       1990       1989
                                                      ----       ----       ----       ----       ----       ----       ----
     <S>                                             <C>        <C>       <C>        <C>        <C>        <C>        <C>
     EARNINGS AVAILABLE FOR FIXED CHARGES
     - Income before provision for income taxes      $377.4     $333.3    $1,675.7   $1,448.1   $1,299.4   $1,246.3   $1,157.2

     - Minority interest in operating results of
       majority-owned subsidiaries, less equity in
       undistributed operating results of
       less-than-50% owned affiliates                  (0.1)       2.2         6.9        5.3        5.1        0.6        1.3

     - Provision for income taxes of 50% owned
       affiliates included in consolidated income
       before provision for income taxes                8.7        7.2        34.2       29.4       34.1       28.8       29.3

     - Portion of rent charges (after reduction
       for rental income from subleased
       properties) considered to be representative
       of interest factors*                            18.1       16.8        71.6       70.1       67.9       59.0       51.8

     - Interest expense, amortization of debt
       discount and issuance costs, and
       depreciation of capitalized interest*           82.4       89.3       358.0      413.8      433.9      411.9      332.3
                                                   ---------------------------------------------------------------------------
                                                     $486.5     $448.8    $2,146.4   $1,966.7   $1,840.4   $1,746.6   $1,571.9
                                                   ===========================================================================
     FIXED CHARGES
     - Portion of rent charges (after reduction
       for rental income from subleased
       properties) considered to be representative
       of interest factors*                           $18.1      $16.8       $71.6      $70.1      $67.9      $59.0      $51.8

     - Interest expense and amortization of debt
       discount and issuance costs*                    81.5       87.0       349.3      405.4      425.7      403.4      324.8

     - Capitalized interest*                            3.9        3.3        20.7       20.5       28.5       38.9       31.8
                                                   ---------------------------------------------------------------------------
                                                     $103.5     $107.1      $441.6     $496.0     $522.1     $501.3     $408.4
                                                   ===========================================================================
     RATIO OF EARNINGS TO FIXED CHARGES                4.70       4.19        4.86       3.96       3.53       3.48       3.85
                                                   ===========================================================================

     *Includes amounts of the Registrant and its majority-owned subsidiaries, and one-half of the amounts of 50%-owned affiliates.
     </TABLE> <PAGE>


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