MCDONALDS CORP
8-K, 1998-07-24
EATING PLACES
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                     SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549





                                  FORM 8-K
                               CURRENT REPORT





                     Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934




      Date of Report (Date of earliest event reported):  July 20, 1998





                           McDONALD'S CORPORATION
           (Exact name of Registrant as specified in its Charter)



        Delaware                1-5231                36-2361282
  (State of Incorporation) (Commission File No.)     (IRS Employer
                                                     Identification No.)



                            One McDonald's Plaza
                          Oak Brook, Illinois 60523
                               (630) 623-3000
          (Address and Phone Number of Principal Executive Offices)

<PAGE>

  Item 7. Financial Statements, Pro Forma Financial Information and
  Exhibits
  -----------------------------------------------------------------

  (c)  Exhibits
       --------

       (99) Press Release dated July 20, 1998 -- McDonald's Reports Global
            Results

<PAGE>
                                 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 hereunto duly authorized.

                                McDONALD'S CORPORATION

                                (Registrant)



                                By:  /s/ Gloria Santona
                                     --------------------------------------
                                     Gloria Santona
                                     Vice President, Deputy General Counsel
                                     and Secretary





                                                                 EXHIBIT 99

  Investor Release
  FOR IMMEDIATE RELEASE            FOR MORE INFORMATION CONTACT:
  07/20/98                         Investors:  Mary Healy, 630-623-6429
                                   Media:  Chuck Ebeling, 630-623-6150

                      McDONALD'S REPORTS GLOBAL RESULTS

  OAK BROOK, IL -- McDonald's Corporation today announced results for the

  six months and quarter ended June 30, 1998, which include the previously

  announced $350 million of pre-tax special charges related to the "Made

  For You" and home office productivity initiatives.

       Information in constant currencies excludes the effect of foreign

  currency translation on reported results.  The following highlights

  exclude the special charges.

  -  U.S. operating income increased 15% for the quarter.

  -  In constant currencies, sales in the second quarter increased 24% in
     Latin America, 17% in Europe and 11% in Asia/Pacific.

  -  Diluted net income per common share for the quarter rose 8%; 11% in
     constant currencies.

  -  Net income grew 7% for the quarter; 10% in constant currencies.

  -  Systemwide sales increased 13% for the quarter in constant
  currencies.


  Key highlights excluding special charges
                                    1998      1997       Increase
                                    ----      ---- ----------------------
  Dollars in millions, except                            As   In Constant
  per common share data                            Reported   Currencies*
                                                   --------   -----------
  Six months ended June 30
  Systemwide sales             $17,417.3 $16,308.2      7%            11%
  Total revenues                 5,985.7   5,450.2     10             14
  Operating income               1,454.5   1,357.7      7             11
  Net income                       831.0     782.7      6              9
  Net income per common share -
    diluted                         1.18      1.09      8             11
  Quarters ended June 30
  Systemwide sales              $9,247.6  $8,475.1      9%            13%
  Total revenues                 3,180.8   2,832.6     12             17
  Operating income                 811.8     743.5      9             13
  Net income                       468.8     438.2      7             10
  Net income per common share -
    diluted                          .66       .61      8             11

  * Excluding the effect of foreign currency translation on reported
    results

  Operating results including the special charges are summarized in the
  following table.

  Key highlights including special charges
                                    1998      1997       (Decrease)
                                    ----      ---- ----------------------
  Dollars in millions, except                            As   In Constant
  per common share data                            Reported   Currencies*
                                                   ---------  -----------
  Six months ended June 30
  Operating income              $1,104.5  $1,357.7     (19)%        (15)%
  Net income                       596.0     782.7     (24)         (21)
  Net income per common share -
    diluted                          .85      1.09     (22)         (19)
  Quarters ended June 30
  Operating income                $461.8    $743.5     (38)%        (34)%
  Net income                       233.8     438.2     (47)         (44)
  Net income per common share -
    diluted                          .33       .61     (46)         (43)

  * Excluding the effect of foreign currency translation on reported
    results


  SUMMARY COMMENTARY

  On August 1, 1998, Michael R. Quinlan, Chairman and Chief Executive

  Officer, McDonald's Corporation will officially hand the reins to Jack M.

  Greenberg, who will become President and Chief Executive Officer of

  McDonald's Corporation.  On that same day, James R. Cantalupo will become

  Vice Chairman of McDonald's Corporation and Chairman and Chief Executive

  Officer - McDonald's International; and Alan D. Feldman will become

  President - McDonald's U.S.A.

       Jack M. Greenberg commented, "It's impossible to accept the

  responsibility of leading a great System like McDonald's without

  acknowledging the enormous contributions of those who have paved the way

  - Ray Kroc, Fred Turner and Mike Quinlan.  Over the past 43 years, these

  three visionaries created one of the outstanding success stories in

  business history.  Thanks to their leadership, McDonald's is the largest

  global retail business and the world's most powerful brand.  I am honored

  and privileged to continue this leadership tradition.

       "Looking at McDonald's today, I am pleased with the performance of

  our global food service business this quarter and year-to-date.

  Excluding the impact of the special charges recorded in the quarter,

  constant currency operating income increased 13 and 11 percent in the

  quarter and six months, respectively, despite weak economies in several

  key markets outside the U.S., economic downturns in Southeast Asia and a

  competitive U.S. marketplace.

       "We have made significant changes in the U.S. over the past year to

  put the business back on track, and we are beginning to enjoy the results

  of our efforts.  Excluding special charges, the rate of increase in

  second quarter U.S. operating income was extraordinary - the highest

  since the fourth quarter of 1984.  Internationally, cyclical economic

  issues have hurt results, but the fundamentals of our business remain

  strong.  We have a significant competitive advantage, supported by a

  global infrastructure and expertise that I believe are very tough to

  replicate.

       "Our goal is to strengthen our position as the World's Best Fast

  Food Restaurant Experience through an emphasis on people and innovation

  and by aggressively leveraging the inherent strengths that exist in our

  global business.

       "We are focused on managing our capital outlays more effectively as

  well as controlling our selling, general and administrative expenses.  We

  are on track to add about 2,100 restaurants this year, approximately

  85 percent outside the U.S., and expect to once again more than cover

  capital expenditures with cash from operations.  We are using our excess

  cash together with our debt capacity to repurchase shares, thus enhancing

  returns to shareholders.  We purchased 8.8 million shares of our stock

  for $516 million in the first six months of 1998.  This brings total

  repurchases under our $2 billion, three-year program to about $1.7

  billion."

       Alan Feldman said, "I'm excited about assuming responsibility and

  accountability for the U.S. business.  The successful Monopoly and Teenie

  Beanie Baby promotions combined with local market initiatives contributed

  to the exceptional strength of the second quarter.  As we face tougher

  comparisons in the second half of the year, it is unlikely we will

  sustain this level of performance.  Yet, the underlying trends are very

  encouraging.  I am confident we will continue to grow the business

  through operational excellence and outstanding value, and by harnessing

  the exceptional talents of our owner/operators, employees and suppliers.

       "Today, we have more than 700 restaurants on the "Made For You" food

  preparation system in the U.S.  We expect that number to increase

  significantly late this year and to meet our objective of having all U.S.

  restaurants using "Made For You" by the end of 1999.  Experience shows

  that "Made For You" provides customers with hotter, fresher food; is

  easier for restaurant employees; and reduces restaurant operating costs.

  Strategically, it supports our efforts to optimize food taste and

  accommodate more menu variety."

       Jim Cantalupo said, "The fundamentals of our business outside the

  U.S. remain strong as illustrated by the growth in combined restaurant

  margin dollars.  Despite economic difficulties in some countries, these

  margins grew by $154 million or 15 percent, and $83 million or 16 percent

  in constant currencies during the six months and second quarter,

  respectively.  These increases were driven principally by Europe.

       "Our results outside the U.S. were negatively affected by the strong

  U.S. dollar and economic difficulties in a number of markets, and we

  expect these factors to continue to impact us in the second half of the

  year.

       "In countries with high unemployment, low consumer confidence and

  economic downturns, we are minimizing the negative effect on our

  operations with an increased focus on value.  We also have scaled back

  openings in certain Southeast Asian markets; however, we still expect to

  add about 1,800 restaurants outside the U.S. this year.  We want to make

  sure new restaurants meet our financial screens, while keeping an eye on

  emerging opportunities."

       Michael R. Quinlan said, "We have taken significant steps toward

  preparing the McDonald's System to succeed in the 21st century, and I am

  proud of the great management team who will continue to lead the System.

  These men and women are dedicated to delivering great customer

  experiences and driven to enhancing shareholder value.

       "As I conclude my 11 years as CEO, it's interesting to note that

  although McDonald's has been serving customers for 43 years, in many ways

  we are just beginning.  There is a lot of opportunity in the global

  marketplace, and McDonald's is going after it in an unrelenting drive to

  deliver the great taste of McDonald's to more and more people through

  expansion and increasing existing restaurant sales.  As a shareholder, I

  find that very exciting."



  CONSOLIDATED OPERATING RESULTS

  McDonald's previously announced plans to introduce the "Made For You"

  food preparation system in the United States and Canada and the results

  of the home office productivity initiative designed to improve staff

  alignment, focus and productivity and reduce ongoing selling, general and

  administrative expenses.  As a result of these initiatives, in the second

  quarter, the Company recorded $350 million of pre-tax special charges

  ($235 million after tax or $0.33 per diluted share) in U.S. other

  operating income.  The charges included $190 million related to the "Made

  For You" system, primarily to provide financial incentives to

  owner/operators to defray the cost of equipment made obsolete as a result

  of conversion to this new system, and $160 million for employee severance

  and outplacement, consolidation of facilities and other costs in

  connection with the productivity initiative.  As a result of the

  productivity initiative, the Company expects to save about $100 million

  of selling, general & administrative expenses per year beginning in 2000,

  with about two-thirds of the savings expected to be realized in 1999.

       Excluding the special charges, net income and diluted net income per

  common share increased six and eight percent for the six months and seven

  and eight percent for the quarter, respectively.  Changing foreign

  currencies significantly reduced reported results.  Excluding the foreign

  currency translation effect and the special charges, net income would

  have increased nine percent for the six months and ten percent for the

  quarter and diluted net income per common share would have increased 11

  percent for both the six months and the quarter.  Net income and diluted

  net income per common share, including the special charges, decreased 24

  and 22 percent for the six months and 47 and 46 percent for the quarter,

  respectively.

       During the second quarter, McDonald's repurchased $389 million of

  the Company's common stock, bringing total share repurchases for the six

  months to $516 million.  The spreads between the percent change in

  diluted net income per common share compared with net income resulted

  from fewer shares outstanding for the six months and the absence of

  preferred dividends in the six months and second quarter 1998, due to the

  retirement of our remaining Series E Preferred Stock in December 1997.


  Systemwide sales

  Dollars in millions             1998        1997   Increase/(Decrease)
                                  ----        ----  ---------------------
                                                          As  In Constant
                                                    Reported  Currencies*
                                                    --------  -----------
  Six months ended June 30
  U.S.                       $ 9,038.8   $ 8,409.3        7%        n/a
  Europe                       4,132.0     3,725.2       11          17%
  Asia/Pacific                 2,630.9     2,756.2       (5)         11
  Latin America                  830.8       683.5       22          27
  Other                          784.8       734.0        7          12
    Total Systemwide sales   $17,417.3   $16,308.2        7%         11%
  Quarters ended June 30
  U.S.                       $ 4,919.6   $ 4,420.4       11%        n/a
  Europe                       2,182.1     1,924.2       13          17%
  Asia/Pacific                 1,296.9     1,378.5       (6)         11
  Latin America                  420.2       354.9       18          24
  Other                          428.8       397.1        8          13
    Total Systemwide sales   $ 9,247.6   $ 8,475.1        9%         13%

  * Excluding the effect of foreign currency translation on reported
    results
  n/a  Not applicable

       Systemwide sales represent sales by Company-operated, franchised and

  affiliated restaurants.  Comparable sales are measured on a constant

  currency basis.  Total revenues include sales by Company-operated

  restaurants and fees from restaurants operated by franchisees and

  affiliates.  These fees include rent, service fees and royalties that are

  based on a percent of sales with specified minimum payments along with

  initial fees.

       On a global basis, the increases in sales and revenues were due to

  expansion and positive comparable sales trends, offset in part by weaker

  foreign currencies.

       U.S. sales increased due to positive comparable sales trends and

  restaurant expansion in both periods.  Successful Monopoly and Teenie

  Beanie Baby promotions, combined with local market initiatives and

  favorable comparisons with the second quarter of 1997, contributed to the

  strong sales increases for both periods.  This exceptionally strong level

  of performance is not expected to continue in the second half of the

  year.

       In Europe, the constant currency sales increase was driven by

  expansion and positive comparable sales trends in both periods.  England,

  France, Italy and Spain were the primary contributors to the strong sales

  performance in both periods.  In addition, Germany continued to show

  improved results from the value campaign initiated early this year.

       In Asia/Pacific, the constant currency sales increase in both

  periods was due to expansion, partly offset by negative comparable sales

  trends.  Difficult economic conditions in Japan and Southeast Asia

  continued to negatively impact consumer spending.

       In Latin America, the constant currency sales increase was driven by

  expansion and positive comparable sales trends in both periods.  For the

  six months, expansion and positive comparable sales trends in Argentina,

  Brazil, Mexico and Venezuela contributed to Latin America's strong

  performance, with Brazil accounting for about half of the sales growth.

  For the quarter, the strong performance was driven by expansion in

  Argentina and Brazil, and by expansion and positive comparable sales

  trends in Mexico and Venezuela.

       Revenues increased at a faster rate than sales for the six months

  and the quarter.  This was primarily due to the weakening Japanese Yen,

  which had a greater negative effect on sales than revenues due to our

  affiliate structure in Japan, and the higher growth rate in Company-

  operated versus franchised restaurants.



  Consolidated operating margins     Six months ended     Quarters ended
                                         June 30             June 30
                                     ----------------     --------------
                                     1998       1997      1998      1997
                                     ----       ----      ----      ----
  Dollars in millions
  Company-operated               $  777.6   $  700.1  $  426.7  $  374.0
  Franchised                      1,376.4    1,283.5     743.9     667.4
     Combined operating margins  $2,154.0   $1,983.6  $1,170.6  $1,041.4
  Percent of sales/revenues
  Company-operated                   18.1%      18.1%     18.8%     18.6%
  Franchised                         80.9       81.1      81.7      81.5

       Company-operated margins as a percent of sales were flat for the six

  months and increased slightly for the quarter.  Occupancy & other

  operating expenses increased as a percent of sales for both periods,

  while food & paper and payroll costs decreased.

       U.S. Company-operated margins as a percent of sales increased for

  the six months and the quarter, while Company-operated margins outside

  the U.S. declined for both periods.

       In the U.S., food & paper costs decreased as a percent of sales for

  both the six months and the quarter.  Payroll costs as a percent of sales

  increased for the six months and decreased for the quarter, while

  occupancy & other operating expenses decreased for the six months and

  increased for the quarter.  Outside the U.S., as a percent of sales,

  increases in food & paper costs and occupancy & other operating expenses

  for both periods were offset in part by decreased payroll costs.

       Franchised margin dollars comprised about two-thirds of the combined

  operating margins, the same as in the prior year.  While franchised

  margins as a percent of applicable revenues decreased slightly for the

  six months and increased slightly for the quarter, franchised margin

  dollars increased seven percent and 11 percent, respectively.

       As a percent of revenues, franchised margins increased in the U.S.

  for both periods, while franchised margins as a percent of revenues

  outside the U.S. decreased.  The increases in the U.S. were driven by

  positive comparable sales trends for both periods.  The declines outside

  the U.S. reflected the negative impacts from the consolidation of several

  of our affiliate markets, principally Singapore and the Philippines.  In

  addition, margins outside the U.S. reflected higher occupancy costs,

  including rent expense, driven by an increase in the number of leased

  sites.

       The increase in selling, general & administrative expenses for the

  six months and the quarter was primarily due to strategic global spending

  to support restaurant development, value initiatives and execution

  strategies, offset in part by the translation effect of weaker foreign

  currencies.


  Other operating (income) expense-net    Six months ended  Quarters ended
                                              June 30         June 30
                                          ----------------  --------------
  Dollars in millions                     1998     1997     1998    1997
                                          ----     ----     ----     ----
  Gains on sales of restaurant
    businesses                          $(22.0)  $(27.6)  $(14.0) $(20.0)
  Equity in earnings of unconsolidated
    affiliates                           (34.4)   (33.2)   (22.0)  (17.3)
  Special charges                        350.0      -      350.0     -
  Other (income) expense                  48.0      5.5     29.9   (12.0)
    Other operating (income) expense-
      net                               $341.6   $(55.3)  $343.9  $(49.3)

       Other operating (income) expense-net consists of transactions

  related to franchising and the food service business.  Other expenses

  increased for both periods reflecting higher provisions for property

  dispositions and certain non-recurring income items outside the U.S.

  recognized in second quarter 1997.


  Operating income excluding
  special charges
  Dollars in millions             1998      1997    Increase/(Decrease)
                                  ----      ----   ----------------------
                                                         As   In Constant
                                                   Reported   Currencies*
                                                   ---------  -----------
  Six months ended June 30
  U.S.                         $  676.8   $  611.4      11%         n/a
  Europe                          512.6      461.7      11           16%
  Asia/Pacific                    159.0      181.3     (12)           2
  Latin America                    79.7       71.7      11           18
  Other                            58.6       58.2       1            5
  Corporate SG&A                  (32.2)     (26.6)     21          n/a
     Total operating income    $1,454.5   $1,357.7       7%          11%
  Quarters ended June 30
  U.S.                           $392.3     $340.2      15%         n/a
  Europe                          284.0      256.7      11           14%
  Asia/Pacific                     77.5       86.2     (10)          10
  Latin America                    39.9       38.9       3            9
  Other                            34.7       35.0      (1)           4
  Corporate SG&A                  (16.6)     (13.5)     23          n/a
     Total operating income      $811.8     $743.5       9%          13%

  * Excluding the effect of foreign currency translation on reported
    results
  n/a  Not applicable


       Excluding the special charges, constant currency consolidated

  operating income increased $153 million or 11 percent for the six months

  and $97 million or 13 percent for the quarter.  For both periods,

  consolidated operating income, excluding the special charges, reflected

  higher combined operating margin dollars, offset in part by higher

  selling, general & administrative expenses and lower other operating

  income.  Including the special charges, reported consolidated operating

  income decreased $253 million or 19 percent for the six months and $282

  million or 38 percent for the quarter.

       U.S. operating income, excluding the special charges, increased $65

  million or 11 percent for the six months and $52 million or 15 percent

  for the quarter.  The increases primarily reflected higher combined

  operating margin dollars, partially offset by lower other operating

  income.  Including the special charges, U.S. operating income decreased

  $285 million or 47 percent for the six months and $298 million or 88

  percent for the quarter.

       Europe's operating income increased 16 percent for the six months

  and 14 percent for the quarter in constant currencies.  This performance

  was primarily due to strong results in England, Germany, Italy and Spain.

       Asia/Pacific's operating income increased two percent for the six

  months and ten percent for the quarter in constant currencies. This

  segment's operating income benefited from the consolidation of several of

  our affiliate markets, principally Singapore and the Philippines, and a

  tax law change recognized in Japan in second quarter 1998.

       Latin America's operating income increased 18 percent for the six

  months and nine percent for the quarter in constant currencies, primarily

  driven by strong results in Argentina, Mexico and Venezuela for both

  periods.  Brazil experienced strong operating results for the six months;

  however, weakening economic conditions dampened growth in the second

  quarter.

       Results outside the U.S. were negatively affected by the strong U.S.

  dollar and economic difficulties in a number of markets, and the Company

  expects these factors to continue to impact results in the second half of

  the year.

       Higher interest expense reflected higher debt levels and slightly

  higher average interest rates, offset in part by weaker foreign

  currencies.  The higher debt levels were primarily due to borrowings in

  the last half of 1997 to fund the retirement of preferred stock issued by

  a foreign subsidiary and the Company's Series E Preferred Stock.

       Nonoperating (income) expense-net for the six months and for the

  quarter reflected lower charges for minority interests.

       The effective income tax rate was 33.0 percent for both periods of

  1998 compared with 32.5 percent for the six months and 31.9 percent for

  the second quarter of 1997.



  IMPACT OF FOREIGN CURRENCIES ON REPORTED RESULTS

  While changing foreign currencies affect reported results, McDonald's

  lessens exposures by financing in local currencies, hedging certain

  foreign-denominated cash flows and, where practical, by purchasing goods

  and services in local currencies.

       The weakening Australian Dollar, Deutsche Mark, French Franc and

  Japanese Yen, as well as the significantly weakened Southeast Asian

  currencies, were the primary foreign currencies that negatively affected

  reported results for the six months and the quarter.

       The following table presents 1998 results, excluding the special

  charges, translated at 1997 rates compared with reported results.


  Effect of foreign currency translation on worldwide reported results
  excluding special charges

  Dollars in millions,                                      Increase
  except per common                                   --------------------
  share data                  As  In Constant               As  In Consent
                        Reported  Currencies* Change  Reported Currencies*
                        --------  ----------- ------  -------- -----------
  Six months ended June 30, 1998
  Systemwide sales     $17,417.3   $18,119.4  $702.1       7%         11%
  Total revenues         5,985.7     6,236.4   250.7      10          14
  Operating income       1,454.5     1,510.6    56.1       7          11
  Net income               831.0       854.9    23.9       6           9
  Net income per common
    share - diluted         1.18        1.21     .03       8          11
  Quarter ended June 30, 1998
  Systemwide sales      $9,247.6    $9,592.5  $344.9       9%         13%
  Total revenues         3,180.8     3,301.0   120.2      12          17
  Operating income         811.8       840.7    28.9       9          13
  Net income               468.8       481.1    12.3       7          10
  Net income per common
    share - diluted          .66         .68     .02       8          11

  * Excluding the effect of foreign currency translation on reported
    results


  FORWARD-LOOKING STATEMENTS

  Certain forward-looking statements are included in this report.  They use

  such words as "may," "will," "expect," "believe," "plan" and

  other similar terminology.  These statements reflect management's current

  expectations and involve a number of risks and uncertainties.  Actual

  results could differ materially due to the success of operating

  initiatives and advertising and promotional efforts and changes in:

  global and local business and economic conditions; currency exchange and

  interest rates; food, labor and other operating costs; political or

  economic instability in local markets; competition; consumer preferences,

  spending patterns and demographic trends; availability and cost of land

  and construction; legislation and government regulation; and accounting

  policies and practices.



                              McDONALD'S CORPORATION
     CONDENSED CONSOLIDATED STATEMENT OF INCOME INCLUDING SPECIAL CHARGES(1)

  Dollars and shares in millions,                Six months ended June 30
  except per common share data         ----------------------------------------
                                                            Increase/(Decrease)
                                                            -------------------
                                           1998       1997    Dollars   Percent
                                           ----       ----    -------   -------

  SYSTEMWIDE SALES                      $17,417.3  $16,308.2   1,109.1      7

  Revenues
  Sales by Company-operated
    restaurants                         $ 4,284.7  $ 3,867.3     417.4     11
  Revenues from franchised and
    affiliated restaurants                1,701.0    1,582.9     118.1      7
                                        ---------  ---------    ------     --
  TOTAL REVENUES                          5,985.7    5,450.2     535.5     10
                                        ---------  ---------    ------     --
  Operating costs and expenses
  Company-operated restaurants            3,507.1    3,167.2     339.9     11
  Franchised restaurants--
    occupancy costs                         324.6      299.4      25.2      8
  Selling, general & administrative
    expenses                                707.9      681.2      26.7      4
  Other operating (income)
    expense--net                            341.6      (55.3)    396.9    n/m
                                        ---------   ---------   ------    ---
    Total operating costs and expenses    4,881.2    4,092.5     788.7     19
                                        ---------   ---------   ------    ---
  OPERATING INCOME                        1,104.5    1,357.7    (253.2)   (19)

  Interest expense                          209.2      176.2      33.0     19
  Nonoperating (income) expense--net          6.3       22.7     (16.4)   n/m

  Income before provision for
    income taxes                            889.0    1,158.8    (269.8)   (23)

  Provision for income taxes                293.0      376.1     (83.1)   (22)

  NET INCOME                            $   596.0  $   782.7    (186.7)   (24)
                                        =========  =========     ======   ====
  NET INCOME PER COMMON SHARE(2)        $     .87  $    1.11     (0.24)   (22)

  NET INCOME PER COMMON SHARE--
    DILUTED(2)                          $     .85  $    1.09     (0.24)   (22)

  Weighted average common shares
    outstanding                             686.2      690.7
  Weighted average common shares
    outstanding--diluted                    704.7      707.2


  Dollars and shares in millions,                Quarters ended June 30
  except per common share data            --------------------------------------
                                                             Increase/(Decrease)
                                                             -------------------
                                           1998       1997     Dollars  Percent
                                           ----       ----     -------  -------

  SYSTEMWIDE SALES                       $9,247.6   $8,475.1     772.5      9
  Revenues
  Sales by Company-operated
    restaurants                          $2,270.4   $2,014.1     256.3     13
  Revenues from franchised and
    affiliated restaurants                  910.4      818.5      91.9     11
                                         --------    -------     -----     --
  TOTAL REVENUES                          3,180.8    2,832.6     348.2     12
                                         --------    -------     -----     --
  Operating costs and expenses
  Company-operated restaurants            1,843.7    1,640.1     203.6     12
  Franchised restaurants--
    occupancy costs                         166.5      151.1      15.4     10
  Selling, general & administrative
    expenses                                364.9      347.2      17.7      5
  Other operating (income)
    expense--net                            343.9      (49.3)    393.2    n/m
                                         --------    --------    -----    ---
    Total operating costs and expenses    2,719.0    2,089.1     629.9     30
                                         --------    --------    -----    ---
  OPERATING INCOME                          461.8      743.5    (281.7)   (38)

  Interest expense                          106.4       86.2      20.2     23
  Nonoperating (income) expense--net          6.6       14.2      (7.6)   n/m

  Income before provision for
    income taxes                            348.8      643.1    (294.3)   (46)

  Provision for income taxes                115.0      204.9     (89.9)   (44)

  NET INCOME                             $  233.8   $  438.2    (204.4)   (47)
                                         ========   ========    =======   ====
  NET INCOME PER COMMON SHARE(2)         $    .34   $    .63     (0.29)   (46)

  NET INCOME PER COMMON SHARE--
    DILUTED(2)                           $    .33   $    .61     (0.28)   (46)

  Weighted average common shares
    outstanding                             686.1      689.7
  Weighted average common shares
    outstanding--diluted                    707.6      707.3


  (1)  Includes $350 million of pre-tax special charges; ($235 million
       after tax or $0.33 per diluted share or $0.34 per basic share)
       related to the "Made For You" and home office productivity
       initiatives recorded in second quarter 1998.
  (2)  Computed using net income reduced by preferred stock dividends of
       $13.8 million for six months 1997 and $6.9 million for second
       quarter 1997.  These preferred shares were redeemed in December
       1997.
  n/m Not meaningful


                              McDONALD'S CORPORATION
       PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME EXCLUDING
                             SPECIAL CHARGES(1)

  Dollars and shares in millions,                Six months ended June 30
  except per common share data         ----------------------------------------
                                                             Increase/(Decrease)
                                                             ------------------
                                           1998       1997     Dollars  Percent
                                           ----       ----     -------   ------

  SYSTEMWIDE SALES                      $17,417.3  $16,308.2   1,109.1      7

  Revenues
  Sales by Company-operated
    restaurants                         $ 4,284.7  $ 3,867.3     417.4     11
  Revenues from franchised and
    affiliated restaurants                1,701.0    1,582.9     118.1      7
                                        ---------   --------   -------    ---
  TOTAL REVENUES                          5,985.7    5,450.2     535.5     10
                                        ---------   --------   -------    ---
  Operating costs and expenses
  Company-operated restaurants            3,507.1    3,167.2     339.9     11
  Franchised restaurants--
    occupancy costs                         324.6      299.4      25.2      8
  Selling, general & administrative
    expenses                                707.9      681.2      26.7      4
  Other operating (income)
    expense--net                             (8.4)     (55.3)     46.9    n/m
                                         --------   --------    ------    ---
    Total operating costs and expenses    4,531.2    4,092.5     438.7     11
                                         --------   --------    ------    ---
  OPERATING INCOME                        1,454.5    1,357.7      96.8      7

  Interest expense                          209.2      176.2      33.0     19
  Nonoperating (income) expense--net          6.3       22.7     (16.4)   n/m

  Income before provision for
    income taxes                          1,239.0    1,158.8      80.2      7

  Provision for income taxes                408.0      376.1      31.9      8

  NET INCOME                            $   831.0  $   782.7      48.3      6
                                        =========  =========     =====    ===
  NET INCOME PER COMMON SHARE(2)        $    1.21  $    1.11      0.10      9

  NET INCOME PER COMMON SHARE--
    DILUTED(2)                          $    1.18  $    1.09      0.09      8

  Weighted average common shares
    outstanding                             686.2      690.7
  Weighted average common shares
    outstanding--diluted                    704.7      707.2


  Dollars and shares in millions,                Quarters ended June 30
  except per common share data            --------------------------------------
                                                             Increase/(Decrease)
                                                             ------------------
                                           1998       1997     Dollars  Percent
                                           ----       ----     -------  -------

  SYSTEMWIDE SALES                       $9,247.6   $8,475.1     772.5      9
  Revenues
  Sales by Company-operated
    restaurants                          $2,270.4   $2,014.1     256.3     13
  Revenues from franchised and
    affiliated restaurants                  910.4      818.5      91.9     11
                                         --------    -------     -----    ---
  TOTAL REVENUES                          3,180.8    2,832.6     348.2     12
                                         --------    -------     -----    ---
  Operating costs and expenses
  Company-operated restaurants            1,843.7    1,640.1     203.6     12
  Franchised restaurants--
    occupancy costs                         166.5      151.1      15.4     10
  Selling, general & administrative
    expenses                                364.9      347.2      17.7      5
  Other operating (income)
    expense--net                             (6.1)     (49.3)     43.2    n/m
                                         --------   --------    ------    ---
    Total operating costs and expenses    2,369.0    2,089.1     279.9     13
                                         --------   --------    ------    ---
  OPERATING INCOME                          811.8      743.5      68.3      9

  Interest expense                          106.4       86.2      20.2     23
  Nonoperating (income) expense--net          6.6       14.2      (7.6)   n/m

  Income before provision for
    income taxes                            698.8      643.1      55.7      9

  Provision for income taxes                230.0      204.9      25.1     12

  NET INCOME                              $ 468.8   $  438.2      30.6      7
                                          =======   ========      ====    ===
  NET INCOME PER COMMON SHARE(2)          $   .68   $    .63      0.05      8

  NET INCOME PER COMMON SHARE--
    DILUTED(2)                            $   .66   $    .61      0.05      8

  Weighted average common shares
    outstanding                             686.1      689.7
  Weighted average common shares
    outstanding--diluted                    707.6      707.3


  (1)  Includes $350 million of pre-tax special charges; ($235 million
       after tax or $0.33 per diluted share or $0.34 per basic share)
       related to the "Made For You" and home office productivity
       initiatives recorded in second quarter 1998.
  (2)  Computed using net income reduced by preferred stock dividends of
       $13.8 million for six months 1997 and $6.9 million for second
       quarter 1997.  These preferred shares were redeemed in December
       1997.
  n/m Not meaningful


                              McDONALD'S CORPORATION
                              FINANCIAL INFORMATION

  Dollars in millions                         Six months ended June 30
                                     ----------------------------------------
                                                          Increase/(Decrease)
                                                          ------------------
                                     1998         1997      Dollars   Percent
                                     ----         ----      -------   -------
  SYSTEMWIDE SALES
  ----------------
  By Type
  -------
  Operated by franchisees          $10,861.7   $10,161.9      699.8      7
  Operated by the Company            4,284.7     3,867.3      417.4     11
  Operated by affiliates             2,270.9     2,279.0       (8.1)     -
                                   ---------   ---------    -------     --
                                   $17,417.3   $16,308.2    1,109.1      7
                                   =========   =========    =======     ==

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

  TOTAL REVENUES
  By Segment
  ----------
  U.S.                             $ 2,418.8   $ 2,262.1      156.7      7
  Europe                             2,088.2     1,848.8      239.4     13
  Asia/Pacific                         774.9       711.2       63.7      9
  Latin America                        389.7       319.6       70.1     22
  Other                                314.1       308.5        5.6      2
                                   ---------   ---------    -------    ---
                                   $ 5,985.7   $ 5,450.2      535.5     10
                                   =========   =========    =======    ===

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

  RESTAURANT MARGINS
  Company-operated
  ----------------
  U.S.                                  17.8%       16.9%
  Outside the U.S.                      18.3%       18.7%


  Franchised
  ----------
  U.S.                                  81.4%       81.0%
  Outside the U.S.                      80.3%       81.2%

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

  PERCENT CONTRIBUTION TO
  CONSOLIDATED MARGINS

  Company-operated
  ----------------
  U.S.                                    32           32
  Outside the U.S.                        68           68
                                         ---          ---
                                         100          100
                                         ===          ===

  Franchised
  ----------
  U.S.                                    59           58
  Outside the U.S.                        41           42
                                         ---          ---
                                         100          100
                                         ===          ===

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


  Dollars in millions                         Quarters ended June 30
                                     ----------------------------------------
                                                          Increase/(Decrease)
                                                          ------------------
                                     1998         1997      Dollars   Percent
                                     ----         ----      -------   -------
  SYSTEMWIDE SALES
  ----------------
  By Type
  -------
  Operated by franchisees           $5,831.5    $5,297.8      533.7     10
  Operated by the Company            2,270.4     2,014.1      256.3     13
  Operated by affiliates             1,145.7     1,163.2      (17.5)    (2)
                                    --------    --------      -----     --
                                    $9,247.6    $8,475.1      772.5      9
                                    ========    ========      =====     ==

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

  TOTAL REVENUES
  By Segment
  ----------
  U.S.                              $1,316.8    $1,178.2      138.6     12
  Europe                             1,097.9       958.3      139.6     15
  Asia/Pacific                         398.6       359.4       39.2     11
  Latin America                        196.8       170.5       26.3     15
  Other                                170.7       166.2        4.5      3
                                    --------    --------      -----     --
                                    $3,180.8    $2,832.6      348.2     12
                                    ========    ========      =====     ==

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

  RESTAURANT MARGINS
  Company-operated
  ----------------
  U.S.                                  18.9%       17.7%
  Outside the U.S.                      18.7%       19.0%


  Franchised
  ----------
  U.S.                                  82.4%       81.4%
  Outside the U.S.                      80.7%       81.7%

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

  PERCENT CONTRIBUTION TO
  CONSOLIDATED MARGINS

  Company-operated
  ----------------
  U.S.                                    34             33
  Outside the U.S.                        66             67
                                         ---            ---
                                         100            100
                                         ===            ===

  Franchised
  ----------
  U.S.                                    60             58
  Outside the U.S.                        40             42
                                         ---            ---
                                         100            100
                                         ===            ===

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


                McDONALD'S CORPORATION RESTAURANT INFORMATION

                                            At June 30
                                    --------------------------
                                      1998      1997  Increase
                                    ------    ------  --------
  By Type
  -------
  Operated by franchisees           14,556    13,703       853
  Operated by the Company            5,283     4,550       733
  Operated by affiliates             3,887     3,530       357
                                    ------    ------     -----
  Systemwide restaurants            23,726    21,783     1,943
                                    ======    ======     =====
  ------------------------------------------------------------
  By Segment
  ----------
  U.S.                              12,406    12,178       228
  Europe
     Germany                           874       781        93
     England                           773       676        97
     France                            671       594        77
     Italy                             180       153        27
     Netherlands                       177       160        17
     Sweden                            165       138        27
     Spain                             160       126        34
     Other                           1,076       880       196
                                     -----    ------     -----
     Total Europe                    4,076     3,508       568
  Asia/Pacific
     Japan                           2,594     2,148       446
     Australia                         657       625        32
     Taiwan                            267       196        71
     China                             205       148        57
     Philippines                       172       121        51
     Other                             829       703       126
                                    ------    ------     -----
     Total Asia/Pacific              4,724     3,941       783
  Latin America
     Brazil                            505       378       127
     Other                             655       544       111
                                    ------    ------     -----
     Total Latin America             1,160       922       238
  Other
     Canada                          1,062     1,015        47
     Other                             298       219        79
                                    ------    ------     -----
     Total Other                     1,360     1,234       126
                                    ------    ------     -----
     Systemwide restaurants         23,726    21,783     1,943
                                    ======    ======     =====
  Countries                            110       103

                                       Six months ended    Quarters ended
                                           June 30             June 30
                                       ---------------     --------------
                                        1998     1997        1998   1997
                                        ----     ----        ----   ----
  Additions
  ---------
  U.S. (1)                                26       84          (7)    74
  Europe                                 190      225         133    164
  Asia/Pacific                           268      308         177    181
  Latin America                           69       85          51     55
  Other                                   41       59          26     33
                                         ---      ---         ---    ---
      Systemwide additions               594      761         380    507
                                         ===      ===         ===    ===

  (1)  Includes the closing of about 60 low volume, satellite locations in
       second quarter 1998.


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