MANAGEMENT'S VIEW OF THE BUSINESS



In analyzing business trends, management reviews results on a constant currency
basis and considers a variety of performance and financial measures which are
considered to be non-GAAP, including comparable sales growth, Systemwide sales
growth, after-tax return on invested capital from continuing operations, free
cash flow and free cash flow conversion rate, as described below. Management
believes these measures are important in understanding the financial performance
of the Company.

•Constant currency results exclude the effects of foreign currency translation
and are calculated by translating current year results at prior year average
exchange rates. Management reviews and analyzes business results excluding the
effect of foreign currency translation, impairment and other strategic charges
and gains, as well as material regulatory and other income tax impacts, and
bases incentive compensation plans on these results because the Company believes
this better represents underlying business trends.

•Comparable sales are compared to the same period in the prior year and
represent sales at all restaurants, whether operated by the Company or by
franchisees, in operation at least thirteen months including those temporarily
closed. Some of the reasons restaurants may be temporarily closed include
reimaging or remodeling, rebuilding, road construction and natural disasters
(including restaurants temporarily closed due to COVID-19). Comparable sales
exclude the impact of currency translation and the sales of any market
considered hyper-inflationary (generally identified as those markets whose
cumulative inflation rate over a three-year period exceeds 100%), which
management believes more accurately reflects the underlying business trends.
Comparable sales are driven by changes in guest counts and average check, the
latter of which is affected by changes in pricing and product mix.

•Systemwide sales include sales at all restaurants, whether operated by the
Company or by franchisees. This includes sales from digital channels, which are
comprised of the mobile app, delivery and kiosk at both Company-operated and
franchised restaurants. While franchised sales are not recorded as revenues by
the Company, management believes the information is important in understanding
the Company's financial performance because these sales are the basis on which
the Company calculates and records franchised revenues and are indicative of the
financial health of the franchisee base. The Company's revenues consist of sales
by Company-operated restaurants and fees from franchised restaurants operated by
conventional franchisees, developmental licensees and affiliates. Changes in
Systemwide sales are primarily driven by comparable sales and net restaurant
unit expansion.

•The Company's after-tax return on invested capital ("ROIC") from continuing
operations is a metric that management believes measures capital-allocation
effectiveness over time. Other companies may calculate ROIC differently,
limiting the usefulness of the measure for comparisons with other companies.
Refer to the reconciliation in Exhibit 99.1 to this Form 10-K for further
information on the Company's calculation of ROIC.

•Free cash flow, defined as cash provided by operations less capital
expenditures, and free cash flow conversion rate, defined as free cash flow
divided by net income, are measures reviewed by management in order to evaluate
the Company's ability to convert net profits into cash resources, after
reinvesting in the core business, that can be used to pursue opportunities to
enhance shareholder value. Refer to the reconciliations in Exhibit 99.1 to this
Form 10-K for further information on the Company's calculations of free cash
flow and free cash flow conversion rate.

2021 FINANCIAL PERFORMANCE



In 2021, global comparable sales increased 17.0%, primarily due to strong sales
performance across all segments from continued execution of the Accelerating the
Arches strategy, as well as recovery from the impact of COVID-19 in the prior
year.

•Comparable sales in the U.S. increased 13.8%, benefiting primarily from strong
average check growth, successful menu and marketing promotions and growth in
digital channels, which benefited from the launch of the Company's loyalty
program.

•Comparable sales in the International Operated segment increased 21.6%, reflecting positive comparable sales across all markets, primarily driven by the U.K. and France.

•Comparable sales in the International Developmental Licensed segment increased 16.6%, reflecting positive comparable sales across all geographic regions.

In addition to the comparable sales results, the Company had the following financial results in 2021:

•Consolidated revenues increased 21% (18% in constant currencies) to $23.2 billion.

•Systemwide sales increased 21% (18% in constant currencies) to $112.5 billion.



•Consolidated operating income increased 41% (38% in constant currencies) to
$10.4 billion. Refer to the Operating Income section on page 17 of this Form
10-K for additional details.

•Operating margin, defined as operating income as a percent of total revenues,
increased from 38.1% in 2020 to 44.6% in 2021. Excluding net strategic gains
detailed in the Operating Income section on page 17 of this Form 10-K, operating
margin increased from 36.7% in 2020 to 43.4% in 2021.

•Diluted earnings per share of $10.04 increased 59% (56% in constant currencies). Refer to the Net Income and Diluted Earnings Per Share section on page 12 of this Form 10-K for additional details.

McDonald's Corporation 2021 Annual Report 8
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•Cash provided by operations was $9.1 billion, a 46% increase from the prior year.

•Capital expenditures of $2.0 billion were allocated mainly to reinvestment in existing restaurants and, to a lesser extent, to new restaurant openings.

•Free cash flow was $7.1 billion, a 54% increase from the prior year.

•Across the System, nearly 1,500 new restaurants (including those in developmental licensee and affiliate markets) were opened.



•The Company increased its quarterly cash dividend per share by 7% to $1.38 for
the fourth quarter, equivalent to an annual dividend of $5.52 per share. The
Company returned a total of $4.8 billion to shareholders through share
repurchases and dividends in 2021.


STRATEGIC DIRECTION



In late 2020, the Company announced the Accelerating the Arches growth strategy
(the "Strategy"). The Strategy, which encompasses all aspects of McDonald's
business as the leading global omni-channel restaurant brand, reflects a
refreshed purpose, updated values and growth pillars that build on the Company's
competitive advantages. The Company's values, which underpin its success and are
at the very heart of its Strategy, are discussed further in the Purpose, Mission
and Values section on page 4 of this Form 10-K. In 2021, the Company made
strides as it maximized the MCD growth pillars to create seamless, memorable
customer experiences. Additionally, the creation of the Customer Experience Team
brought together teams responsible for global marketing, digital, restaurant
development and operations, enabling McDonald's to create an unparalleled
customer experience at each physical and digital customer touchpoint.

GROWTH PILLARS



The growth pillars, rooted in the Company's identity, MCD, build on historic
strengths and articulate areas of further opportunity. Under the Strategy, the
Company will:

•Maximize our Marketing by investing in new, culturally relevant approaches,
such as our Famous Orders platform, to effectively communicate the story of our
brand, food and purpose. This also includes enhancing digital capabilities that
provide a more personal connection with customers. The Company is committed to a
marketing strategy that highlights value at every tier of the menu, as
affordability remains a cornerstone of the McDonald's brand.

•Commit to the Core by tapping into customer demand for the familiar and
focusing on serving delicious burgers, chicken and coffee. The Company is
prioritizing chicken and beef offerings, as we expect they represent the largest
growth opportunities. The Company recognizes there is significant opportunity to
expand its chicken offerings by leveraging line extensions of customer
favorites, such as the new Crispy Chicken Sandwich that launched in the U.S. in
2021 and the McSpicy Chicken Sandwich, which is now in many markets around the
world. The Company is also implementing a series of operational and formulation
changes designed to improve upon the great taste of our burgers. We also see a
significant opportunity with coffee, and markets are leveraging the McCafé
brand, experience, value and quality to drive long-term growth.

•Double Down on the 3D's: Digital, Delivery and Drive Thru by leveraging
competitive strengths and building a powerful digital experience growth engine
to enhance the customer experience. To unlock further growth, the Company is
continuing to accelerate technology innovation so that, however customers choose
to interact with McDonald's, they can enjoy a fast, easy experience that meets
their needs. Notably, 2021 Systemwide sales from digital channels (which are
comprised of the mobile app, delivery and kiosk) exceeded $18 billion, or over
25% of Systemwide sales in our top six markets.


•Digital: The Company's digital experience growth engine - "MyMcDonald's" - is
transforming its offerings across drive thru, takeaway, delivery, curbside
pick-up and dine-in with digital enhancements. Through the digital tools,
customers can access tailored offers, participate in a loyalty program, order
through the mobile app and receive McDonald's food through the channel of their
choice. The Company has successful loyalty programs in over 40 markets around
the world, including "MyMcDonald's Rewards" in the U.S., Germany and Canada,
each of which launched in 2021. The Company expects to complete the roll-out of
loyalty programs across its top six markets in the first half of 2022. Just six
months after its launch, MyMcDonald's Rewards in the U.S. has enrolled 30
million members, with over 21 million active loyalty members earning rewards.

•Delivery: The Company has expanded the number of restaurants offering delivery
to over 33,000, representing over 80% of McDonald's restaurants, and delivery
sales have grown significantly over the past few years. The Company is
continuing to build on this progress and enhance the delivery experience for
customers by adding the ability to order on the McDonald's app and optimizing
operations with a focus on speed and accuracy. In 2021, the Company entered into
long-term strategic partnerships with two of its largest global delivery
providers, UberEats and DoorDash, which are expected to benefit both customers
and franchisees.

•Drive Thru: The Company has drive thru locations in over 25,000 restaurants
globally, including nearly 95% of the 13,000+ locations in the U.S. This channel
remains of heightened importance, and we expect that it will become even more
critical to meet customers' demand for flexibility and choice. The Company is
building on its drive thru advantage, as the vast majority of new restaurant
openings in the U.S. and International Operated Markets will include a drive
thru.

                                     McDonald's Corporation 2021 Annual Report 9

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Foundational to the Accelerating the Arches Strategy is keeping the customer at
the center of everything we do, along with a relentless focus on running great
restaurants. The Company believes this Strategy builds on our inherent strengths
by harnessing our competitive advantages while leveraging our size, scale and
agility to adapt and adjust to operating conditions and consumer demands. These
efforts, coupled with investment in innovation, are designed to enhance the
customer experience and deliver long-term profitable growth, which is aligned
with the Company's capital allocation philosophy of investing in new restaurants
and opportunities to grow the business, reinvesting in existing restaurants, and
returning all free cash flow to shareholders over time through dividends and
share repurchases.

OUTLOOK

Based on current conditions, the following information is provided to assist in forecasting the Company's results for 2022.

•The Company expects net restaurant unit expansion will contribute about 1.5% to 2022 Systemwide sales growth, in constant currencies.

•The Company expects full year 2022 selling, general & administrative expenses of between 2.2% and 2.3% of Systemwide sales.

•The Company expects operating margin percent to be in the low-to-mid 40% range.

•Based on current interest and foreign currency exchange rates, the Company expects interest expense for the full year 2022 to be relatively flat to 2021.



•Under current tax legislation, the Company expects the effective income tax
rate for the full year 2022 to be in the 20% to 22% range. Some volatility may
result in a quarterly tax rate outside of the annual range.

•The Company expects 2022 capital expenditures to be approximately $2.2 to $2.4
billion, about half of which will be directed towards new restaurant unit
expansion across the U.S. and International Operated Markets. About 40% will be
dedicated to the U.S. business, most of which will go towards reinvestment,
including the completion of restaurant modernization efforts. Globally, the
Company expects to open over 1,800 restaurants. The Company will open over 500
restaurants in the U.S. and International Operated Markets segments, and
developmental licensees and affiliates will contribute capital towards over
1,300 restaurant openings in their respective markets. The Company expects over
1,400 net restaurant additions in 2022.

•The Company expects to achieve a free cash flow conversion rate greater than
90%.





                                    McDonald's Corporation 2021 Annual Report 10

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CONSOLIDATED OPERATING RESULTS



The following discussion should be read in conjunction with the consolidated
financial statements and accompanying notes beginning on page 38 of this Form
10-K. This section generally discusses 2021 and 2020 items and the year-to-year
comparisons between the years ended December 31, 2021 and 2020. Discussions of
2019 items and the year-to-year comparisons between the years ended December 31,
2020 and 2019 are not included in this Form 10-K and can be found in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of the Company's Annual Report on Form 10-K for the year
ended December 31, 2020, filed with the SEC on February 23, 2021.

Impact of COVID-19 Restrictions on the Business



As a result of COVID-19, throughout 2020 and 2021, markets experienced varying
levels of government restrictions on restaurant operating hours, limited dine-in
capacity, dining room closures and, primarily in 2020, some instances of full
restaurant closures. The Company has applied appropriate precautionary measures,
including following the guidance of expert health authorities, and will continue
to adapt and enhance its approach in order to protect the safety and well-being
of its customers and people. As most revenues and the Company's share of net
results in equity investments are based on sales results, consumer sentiment and
government restrictions as a result of COVID-19 may continue to have an impact
on results.


Operating results
                                                                                 2021                                               2020                    2019
Dollars and shares in millions, except per                                  Increase/
share data                                             Amount              (decrease)                  Amount       Increase/ (decrease)                  Amount
Revenues
Sales by Company-operated restaurants              $ 9,787                      20  %              $ 8,139                       (14  %)              $

9,421


Revenues from franchised restaurants                13,085                      22                  10,726                        (8)                  11,656
Other revenues                                         351                       2                     343                        19                      288
Total revenues                                      23,223                      21                  19,208                       (10)                  21,365
Operating costs and expenses
Company-operated restaurant expenses                 8,047                      15                   6,981                       (10)                  

7,761


Franchised restaurants-occupancy expenses            2,335                       6                   2,208                         -                   

2,201


Other restaurant expenses                              260                      (2)                    267                        19                   

224


Selling, general & administrative expenses
Depreciation and amortization                          330                      10                     301                        14                      262
Other                                                2,378                       6                   2,245                        14                    1,967

Other operating (income) expense, net                 (483)                       n/m                 (118)                        2                   

(120)


Total operating costs and expenses                  12,867                       8                  11,884                        (3)                  12,295
Operating income                                    10,356                      41                   7,324                       (19)                   9,070
Interest expense                                     1,186                      (3)                  1,218                         9                    1,122
Nonoperating (income) expense, net                      42                        n/m                  (35)                       50                   

(70)


Income before provision for income taxes             9,128                      49                   6,141                       (23)                  

8,018


Provision for income taxes                           1,583                      12                   1,410                       (29)                   1,993
Net income                                         $ 7,545                      59  %              $ 4,731                       (21  %)              $ 6,025
Earnings per common share-diluted                  $ 10.04                      59  %              $  6.31                       (20  %)              $

7.88


Weighted-average common shares outstanding-
diluted                                              751.8                       -  %                750.1                        (2  %)                764.9


n/m Not meaningful














                                    McDonald's Corporation 2021 Annual Report 11

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IMPACT OF FOREIGN CURRENCY TRANSLATION ON REPORTED RESULTS

While changes in foreign currency exchange rates affect reported results, McDonald's mitigates exposures, where practical, by purchasing goods and services in local currencies, financing in local currencies and hedging certain foreign-denominated cash flows.

Impact of foreign currency translation on reported results



                                                                                                                                           Currency translation
                                                                                      Reported amount                                            benefit/(cost)
In millions, except per share data                           2021              2020              2019                 2021                 2020            2019
Revenues                                              $ 23,223          $ 19,208          $ 21,365                $ 488           $      (75)         $ (610)
Company-operated margins                                 1,740             1,158             1,660                   42                   (1)            (51)
Franchised margins                                      10,750             8,519             9,455                  223                   32            (256)
Selling, general & administrative expenses               2,708             2,546             2,229                  (28)                  (2)             29
Operating income                                        10,356             7,324             9,070                  231                   35            (280)
Net income                                               7,545             4,731             6,025                  150                   26            (165)
Earnings per common share-diluted                        10.04              6.31              7.88                 0.20                 0.04           (0.21)



In 2021, results primarily reflected the strengthening of the British Pound, Euro, Australian Dollar and Canadian Dollar.

NET INCOME AND DILUTED EARNINGS PER COMMON SHARE



In 2021, net income increased 59% (56% in constant currencies) to $7.5 billion
and diluted earnings per common share increased 59% (56% in constant currencies)
to $10.04. Foreign currency translation had a positive impact of $0.20 on
diluted earnings per share.

Results in 2021 reflected stronger operating performance across all segments due
to higher sales-driven restaurant margins as the Company continues to execute on
its Accelerating the Arches Strategy. Results also benefited from fewer
restaurant closures and reduced COVID-related government restrictions compared
with the prior year.

Outlined below is additional information for the full year 2021, 2020 and 2019:

Diluted Earnings Per Common Share Reconciliation


                                                                                                                                                                      Increase/(decrease)
                                                                                                                                                                       excluding currency
                                                                                     Amount                            Increase/(decrease)                                    translation
                                                       2021            2020            2019                         2021              2020                         2021              2020
GAAP earnings per share-diluted                  $ 10.04          $ 6.31          $ 7.88                           59  %           (20  %)                        56  %           (20  %)
Strategic (gains) charges                          (0.28)          (0.26)   

0.07


Income tax (benefit) cost, net                     (0.48)              -    

(0.11)


Non-GAAP earnings per share-diluted              $  9.28          $ 6.05          $ 7.84                           53  %           (23  %)                        50  %           (23  %)


2021 results included:

•net pre-tax strategic gains of $339 million, or $0.33 per share, primarily
related to the sale of McDonald's Japan stock. This reduced the Company's
ownership to 35% and completed the planned partial divestiture of the Company's
ownership in McDonald's Japan

•$54 million, or $0.05 per share, of strategic charges primarily related to the sale of McD Tech Labs



•$364 million, or $0.48 per share, of income tax benefits which related to the
remeasurement of deferred taxes as a result of a change in the U.K. statutory
income tax rate

2020 results included:

•net pre-tax strategic gains of $268 million, or $0.26 per share, primarily related to the sale of McDonald's Japan stock

2019 results included:



•$84 million, or $0.11 per share, of income tax benefit due to regulations
issued in the fourth quarter 2019 related to the Tax Cuts and Jobs Act of 2017
("Tax Act")

•net pre-tax strategic charges of $74 million, or $0.07 per share, primarily
related to impairment associated with the purchase of the Company's joint
venture partner's interest in the India Delhi market, partly offset by gains on
the sales of property at the former Corporate headquarters

Excluding the above 2021 and 2020 items, 2021 net income increased 54% (50% in constant currencies), and diluted earnings per share increased 53% (50% in constant currencies).

The Company repurchased 3.4 million shares of its stock for $846 million in 2021 and 4.3 million shares of its stock for $874 million in 2020.

McDonald's Corporation 2021 Annual Report 12
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REVENUES



The Company's revenues consist of sales by Company-operated restaurants and fees
from restaurants operated by franchisees, developmental licensees and
affiliates. Revenues from conventional franchised restaurants include rent and
royalties based on a percent of sales with minimum rent payments, and initial
fees. Revenues from restaurants licensed to developmental licensees and
affiliates include a royalty based on a percent of sales, and generally include
initial fees. The Company's Other revenues are comprised of fees paid by
franchisees to recover a portion of costs incurred by the Company for various
technology platforms, revenues from brand licensing arrangements to market and
sell consumer packaged goods using the McDonald's brand and third party revenues
for the Dynamic Yield business.

Franchised restaurants represented 93% of McDonald's restaurants worldwide at
December 31, 2021. The Company's heavily franchised business model is designed
to generate stable and predictable revenue, which is largely a function of
franchisee sales and resulting cash flow streams.

Revenues
                                                                                                                                                                                   Increase/(decrease)
                                                                                                                                                                                    excluding currency
                                                                                                Amount                            Increase/(decrease)                                      translation
Dollars in millions                                           2021              2020              2019                         2021              2020                          2021               2020
Company-operated sales:
U.S.                                                   $  2,617          $  2,395          $  2,490                            9  %            (4  %)                          9  %             (4  %)
International Operated Markets                            6,456             5,114             6,334                           26              (19)                            23               (18)
International Developmental Licensed Markets &
Corporate                                                   715               630               597                           13                6                             10                 7
Total                                                  $  9,788          $  8,139          $  9,421                           20  %           (14  %)                         18  %            (12  %)
Franchised revenues:
U.S.                                                   $  6,094          $  5,261          $  5,353                           16  %            (2  %)                         16  %             (2  %)
International Operated Markets                            5,638             4,348             5,064                           30              (14)                            24               (15)
International Developmental Licensed Markets &
Corporate                                                 1,353             1,117             1,239                           21              (10)                            20                (8)
Total                                                  $ 13,085          $ 10,726          $ 11,656                           22  %            (8  %)                         19  %             (8  %)
Total Company-operated sales and Franchised
revenues:
U.S.                                                   $  8,711          $  7,656          $  7,843                           14  %            (2  %)                         14  %             (2  %)
International Operated Markets                           12,094             9,462            11,398                           28              (17)                            23               (17)
International Developmental Licensed Markets &
Corporate                                                 2,068             1,747             1,836                           18               (5)                            16                (3)
Total                                                  $ 22,873          $ 18,865          $ 21,077                           21  %           (10  %)                         19  %            (10  %)
Total Other revenues                                   $    350          $    343          $    288                            2  %            19  %                           -  %             19  %
Total Revenues                                         $ 23,223          $ 19,208          $ 21,365                           21  %           (10  %)                         18  %            (10  %)


In 2021, total Company-operated sales and franchised revenues increased 21% (19%
in constant currencies). Results reflected strong sales performance across all
segments and were driven by the U.K., France and Russia in the International
Operated Markets segment. The International Developmental Licensed Markets
segment reflected strong sales performance across all geographic regions.


TOTAL REVENUES BY SEGMENT

[[Image Removed: mcd-20211231_g2.jpg]][[Image Removed: mcd-20211231_g3.jpg]][[Image Removed: mcd-20211231_g4.jpg]]

U.S.

      International Operated Markets

      International Developmental Licensed Markets & Corporate




                                    McDonald's Corporation 2021 Annual Report 13
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The following tables present comparable sales and Systemwide sales increases/(decreases):

Comparable sales increases/(decreases)



                                                                  2021                2020             2019

U.S.                                                           13.8  %             0.4  %            5.0  %
International Operated Markets                                 21.6              (15.0)              6.1

International Developmental Licensed Markets & Corporate 16.6


     (10.5)              7.2
Total                                                          17.0  %            (7.7  %)           5.9  %



Due to the impact of COVID-19 in 2020, comparable sales growth from 2020 to 2021
may not be fully indicative of the Company's performance. Therefore in 2021,
management also analyzed comparable sales growth on a two-year basis as a metric
to compare results for 2021 against more normalized sales performance in 2019.
The following chart presents comparable sales growth on a two-year basis by
segment:

COMPARABLE SALES GROWTH ON A TWO-YEAR BASIS


                     [[Image Removed: mcd-20211231_g5.jpg]]

Systemwide sales increases/(decreases)*



                                                                                                                                Increase/(decrease)
                                                                                                                                 excluding currency
                                                                                                                                        translation
                                                                           2021               2020                          2021               2020
U.S.                                                                      13  %              -  %                          13  %              -  %
International Operated Markets                                            29               (13)                            24               (14)
International Developmental Licensed Markets & Corporate                  21               (10)                            20                (8)
Total                                                                     21  %             (7  %)                         18  %             (7  %)

* Unlike comparable sales, the Company has not excluded sales from hyperinflationary markets from Systemwide sales as these sales are the basis on which the Company calculates and records revenues.




Franchised sales are not recorded as revenues by the Company, but are the basis
on which the Company calculates and records franchised revenues and are
indicative of the financial health of the franchisee base. The following table
presents franchised sales and the related increases/(decreases):

Franchised sales


                                                                                                                                                                        Increase/(decrease)
                                                                                                                                                                         excluding currency
                                                                                        Amount                          Increase/(decrease)                                     translation

Dollars in millions                                   2021              2020              2019                        2021             2020                         2021               2020
U.S.                                          $  43,344          $ 38,123          $ 37,923                          14  %            1  %                         14  %              1  %
International Operated Markets                   33,097            25,446            28,853                          30             (12)                           24               (13)
International Developmental Licensed
Markets & Corporate                              26,234            21,609            23,981                          21             (10)                           21                (8)
Total                                         $ 102,675          $ 85,178          $ 90,757                          21  %           (6  %)                        18  %             (6  %)

Ownership type
Conventional franchised                       $  75,956          $ 63,297          $ 66,415                          20              (5  %)                        18  %             (5  %)
Developmental licensed                           15,151            11,781            14,392                          29             (18)                           28               (14)
Foreign affiliated                               11,568            10,100             9,950                          15               2                            13                 -
Total                                         $ 102,675          $ 85,178          $ 90,757                          21  %           (6  %)                        18  %             (6  %)



                                    McDonald's Corporation 2021 Annual Report 14

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RESTAURANT MARGINS



Franchised restaurant margins are measured as revenues from franchised
restaurants less franchised restaurant occupancy costs. Franchised revenues
include rent and royalties based on a percent of sales, and initial fees.
Franchised restaurant occupancy costs include lease expense and depreciation, as
the Company generally owns or secures a long-term lease on the land and building
for the restaurant location.

Company-operated restaurant margins are measured as sales from Company-operated
restaurants less costs for food & paper, payroll & employee benefits and
occupancy & other operating expenses necessary to run an individual restaurant.
Company-operated margins exclude costs that are not allocated to individual
restaurants, primarily payroll & employee benefit costs of non-restaurant
support staff, which are included in selling, general and administrative
expenses.


Restaurant margins

                                                                                                                                                            Increase/(decrease) excluding currency
                                                                                          Amount                              Increase/(decrease)                                      translation
Dollars in millions                                  2021              2020             2019                              2021               2020                          2021               2020
Franchised:
U.S.                                              $  4,906          $ 4,097          $  4,227                            20  %             (3  %)                         20  %             (3  %)
International Operated Markets                       4,516            3,329             4,018                            36               (17)                            29               (19)
International Developmental Licensed Markets &       1,328            1,093             1,210                            22               (10)                            20                (8)
Corporate
Total                                             $ 10,750          $ 8,519          $  9,455                            26  %            (10  %)                         24  %            (10  %)
Company-operated:
U.S.                                              $    511          $   405          $    388                            26  %              4  %                          26  %              4  %
International Operated Markets                       1,208              748             1,266                            61               (41)                            56               (41)
International Developmental Licensed Markets &            n/m              n/m               n/m                           n/m                n/m                           n/m                n/m
Corporate
Total                                             $  1,740          $ 1,158          $  1,660                            50  %            (30  %)                         47  %            (30  %)
Total restaurant margins:
U.S.                                              $  5,417          $ 4,502          $  4,615                            20  %             (2  %)                         20  %             (2  %)
International Operated Markets                       5,724            4,077             5,284                            40               (23)                            34               (24)
International Developmental Licensed Markets &            n/m              n/m               n/m                           n/m                n/m                           n/m                n/m
Corporate
Total                                             $ 12,490          $ 9,677          $ 11,115                            29  %            (13  %)                         26  %            (13  %)


n/m Not meaningful

In 2021, total restaurant margins increased 29% (26% in constant currencies), which reflected strong sales performance across all segments.

Franchised margins represented over 85% of restaurant margin dollars.



Franchised margins in the U.S. reflected higher depreciation costs related to
investments in restaurant modernization while benefiting from the comparison to
prior year support for marketing provided to franchisees to accelerate recovery
and drive growth.

Total restaurant margins included $1,533 million of depreciation and amortization expenses in 2021.

RESTAURANT MARGINS BY TYPE (In millions)

[[Image Removed: mcd-20211231_g6.jpg]]

McDonald's Corporation 2021 Annual Report 15
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SELLING, GENERAL & ADMINISTRATIVE EXPENSES

Selling, general & administrative expenses



                                                                                                                                                                         Increase/(decrease)
                                                                                                                                                                          excluding currency
                                                                                      Amount                              Increase/(decrease)                                    translation

Dollars in millions                                   2021             2020             2019                          2021               2020                         2021              2020
U.S.                                            $   696          $   625          $   587                           11  %               7  %                        11  %              7  %
International Operated Markets                      692              700              629                           (1)                11                           (5)               11
International Developmental Licensed Markets &
Corporate(1)                                      1,320            1,221            1,013                            8                 20                            8                20
Total Selling, General & Administrative
Expenses                                        $ 2,708          $ 2,546          $ 2,229                            6  %              14  %                         5  %             14  %

Less: Incentive-Based Compensation(2)               439              158              289                              n/m            (45  %)                          n/m           (45  %)

Total Excluding Incentive-Based Compensation $ 2,269 $ 2,388

      $ 1,940                           (5  %)             23  %                        (6  %)            23  %


(1)Includes home office support costs in areas such as facilities, finance, human resources, investments in strategic technology initiatives, legal, marketing, restaurant operations, supply chain and training.

(2)Includes all cash incentives and share-based compensation expense.

In 2021, consolidated selling, general & administrative expenses increased 6% (5% in constant currencies), reflecting an increase in incentive-based compensation expense driven by stronger than planned operating results and higher costs for investments in restaurant technology. These results also benefited from the comparison to the Company's five-year, $100 million commitment to RMHC, increased investments in brand communications and incremental marketing contributions in 2020.



Management believes that analyzing selling, general & administrative expenses as
a percent of Systemwide sales is meaningful because these costs are incurred to
support the overall McDonald's business.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES AS A PERCENT OF SYSTEMWIDE SALES




                     [[Image Removed: mcd-20211231_g7.jpg]]


OTHER OPERATING (INCOME) EXPENSE, NET

Other operating (income) expense, net



In millions                                              2021        2020   

2019


Gains on sales of restaurant businesses              $  (96)     $  (23)     $ (127)
Equity in earnings of unconsolidated affiliates        (177)       (117)    

(154)

Asset dispositions and other (income) expense, net 75 290

87


Impairment and other charges (gains), net              (285)       (268)         74
Total                                                $ (483)     $ (118)     $ (120)



                                    McDonald's Corporation 2021 Annual Report 16

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•Gains on sales of restaurant businesses

In 2021, gains on sales of restaurant businesses increased due to a higher number of restaurant sales, primarily in the U.S., the U.K. and Germany.

•Equity in earnings of unconsolidated affiliates



In 2021, equity in earnings of unconsolidated affiliates increased due to the
recovery from the impact of COVID-19, offset by lower equity in earnings as a
result of the reduced ownership in McDonald's Japan.

•Asset dispositions and other (income) expense, net



Asset dispositions and other (income) expense, net reflected lower bad debt
expense and lower restaurant closing costs compared to the prior year, as well
as higher gains on strategic property sales and the comparison to prior year
payments to distribution centers for obsolete inventory to support franchisee
liquidity.

•Impairment and other charges (gains), net



In 2021, impairment and other charges (gains), net reflected $339 million of
pre-tax strategic gains related to the sale of McDonald's Japan stock. These
results were partly offset by $54 million of strategic charges primarily related
to the sale of McD Tech Labs.

The results in 2020 reflected $274 million of pre-tax strategic gains related to
the sale of McDonald's Japan stock. Results for the year 2020 also reflected the
write-off of impaired software of $26 million, partly offset by $13 million of
income associated with the Company's sale of its business in the India Delhi
market.

The results in 2019 reflected $99 million of impairment associated with the
purchase of the Company's joint venture partner's interest in the India Delhi
market, partly offset by $20 million of gains on the sales of property at the
former Corporate headquarters.


OPERATING INCOME

Operating income

                                                                                                                                                    

Increase/(decrease) excluding currency


                                                                                     Amount                              Increase/(decrease)                                    translation
Dollars in millions                                  2021             2020             2019                          2021               2020                         2021              2020
U.S.                                          $  4,755          $ 3,789          $ 4,069                            25  %             (7  %)                        25  %            (7  %)
International Operated Markets                   5,130            3,315            4,789                            55               (31)                           48              (32)
International Developmental Licensed Markets
& Corporate                                        471              220              212                              n/m              4                              n/m            12
Total                                         $ 10,356          $ 7,324          $ 9,070                            41  %            (19  %)                        38  %           (20  %)

Operating margin                                     44.6     %       38.1   %         42.5   %
Non-GAAP operating margin                            43.4     %       36.7   %         42.8   %



•Operating Income: Operating income increased 41% (38% in constant currencies).
Results for the year 2021 reflected $339 million of net strategic gains,
primarily related to the sale of McDonald's Japan stock, partly offset by $54
million of strategic charges primarily related to the sale of McD Tech Labs.
Results for 2020 included $268 million of net strategic gains, primarily related
to the sale of McDonald's Japan stock. Excluding these current year and prior
year items, operating income increased 43% (39% in constant currencies) for
2021.

•U.S.: The operating income increase was driven by strong sales performance,
higher gains on sales of restaurants and the comparison to approximately $100
million of incremental marketing support in the prior year.

•International Operated Markets: The operating income increase was driven by
strong sales performance, primarily in the U.K. and France, as well as lower
store closing costs and bad debt expense. Results also reflected the comparison
to over $100 million of incremental marketing support in the prior year.

•International Developmental Licensed Markets & Corporate: Excluding strategic
gains and charges, results reflected strong sales performance across most of the
segment and higher Corporate general and administrative expenses due to
increased incentive-based compensation expense in the current year. Results also
reflected the comparison to the Company's five-year commitment to RMHC and
higher investments in brand communications in the prior year.






                                    McDonald's Corporation 2021 Annual Report 17

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OPERATING INCOME BY SEGMENT*

[[Image Removed: mcd-20211231_g8.jpg]][[Image Removed: mcd-20211231_g9.jpg]][[Image Removed: mcd-20211231_g10.jpg]]

U.S.

      International Operated Markets

      International Developmental Licensed Markets & Corporate*

*The IDL segment data in this graphic excludes Corporate activities, which is a Non-GAAP presentation.



•Operating margin: Operating margin is defined as operating income as a percent
of total revenues. The contributions to operating margin differ by segment due
to each segment's ownership structure, primarily due to the relative percentage
of franchised versus Company-operated restaurants. Additionally, temporary
restaurant closures, which vary by segment, impact the contribution of each
segment to the consolidated operating margin.

Excluding the net strategic gains, the increase in operating margin percent for
2021 was due to strong sales-driven restaurant margin growth and higher other
operating income, partly offset by higher incentive-based compensation expense.


NON-GAAP OPERATING MARGIN PERCENT ROLL-FORWARD*



                    [[Image Removed: mcd-20211231_g11.jpg]]

                       Non-GAAP operating margin        Increase       Decrease


*The operating margin roll-forward excludes the strategic gains and charges
previously described.






                                    McDonald's Corporation 2021 Annual Report 18

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INTEREST EXPENSE

Interest expense decreased 3% (4% in constant currencies) and increased 9% (8% in constant currencies) in 2021 and 2020, respectively. Results in 2021 reflected lower average debt balances.

NONOPERATING (INCOME) EXPENSE, NET

Nonoperating (income) expense, net



In millions                                    2021       2020       2019
Interest income                              $ (9)     $ (18)     $ (37)

Foreign currency and hedging activity 37 (3) (48) Other expense

                                  14        (14)        15
Total                                        $ 42      $ (35)     $ (70)


Foreign currency and hedging activity includes net gains or losses on certain
hedges that reduce the exposure to variability on certain intercompany foreign
currency cash flow streams.


PROVISION FOR INCOME TAXES

In 2021, 2020 and 2019 the reported effective income tax rates were 17.3%, 23.0% and 24.9%, respectively.



Results for 2021 included $364 million of income tax benefits due to a change in
the U.K. statutory income tax rate. Excluding the income tax benefits and the
tax impact of net strategic gains, the effective income tax rate for the year
was 21.1%.

The effective income tax rate for 2020 included $50 million of income tax benefits due to new U.S. tax regulations and $48 million of income tax benefits related to the impact of a tax rate change in the U.K.



The effective income tax rate for 2019 reflected $84 million of income tax
benefit due to regulations issued in the fourth quarter 2019 related to the Tax
Act. Excluding the income tax benefit, the effective income tax rate was 25.9%
for the year 2019.

Consolidated deferred tax assets, net of valuation allowance, was $6.6 billion
in 2021 and $6.5 billion in 2020. Substantially all of the net tax assets are
expected to be realized in the U.S. and other profitable markets.


RECENTLY ISSUED ACCOUNTING STANDARDS

Recently issued accounting standards are included on page 43 of this Form 10-K.




CASH FLOWS

The Company has a long history of generating significant cash from operations
and has substantial credit capacity to fund operating and discretionary spending
such as capital expenditures, debt repayments, dividends and share repurchases.

Cash provided by operations totaled $9.1 billion in 2021, an increase of $2.9
billion or 46%. Free cash flow was $7.1 billion in 2021, an increase of $2.5
billion or 54%. The Company's free cash flow conversion rate was 94% in 2021 and
98% in 2020. Cash provided by operations increased in 2021 compared to 2020 due
to improved operating results and changes in working capital, partly offset by
higher income tax payments.

Cash used for investing activities totaled $2.2 billion in 2021, an increase of
$620 million compared with 2020. The increase was primarily due to higher
capital expenditures and purchases of restaurant businesses, partly offset by
higher sales of restaurant businesses and property.

Cash used for financing activities totaled $5.6 billion in 2021, an increase of
$3.3 billion compared with 2020. The increase was primarily due to $1.1 billion
in net debt repayments in 2021 compared with $2.2 billion in net debt issuances
in 2020.

The Company's cash and equivalents balance was $4.7 billion and $3.4 billion at
year end 2021 and 2020, respectively. In addition to cash and equivalents on
hand and cash provided by operations, the Company can meet short-term funding
needs through its continued access to commercial paper borrowings and line of
credit agreements.
                                    McDonald's Corporation 2021 Annual Report 19
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RESTAURANT DEVELOPMENT AND CAPITAL EXPENDITURES



In 2021, the Company opened 1,494 restaurants and closed 661 restaurants. In
2020, the Company opened 977 restaurants and closed 643 restaurants. The
increase in openings in 2021 was primarily due to recovery from the impact of
COVID-19 in the prior year.

Systemwide restaurants at year end



                                                                          2021              2020              2019
U.S.                                                                 13,438            13,682            13,846
International Operated Markets                                       10,785            10,560            10,465
International Developmental Licensed Markets & Corporate             15,808            14,956            14,384
Total                                                                40,031            39,198            38,695

RESTAURANTS BY OWNERSHIP TYPE

[[Image Removed: mcd-20211231_g12.jpg]][[Image Removed: mcd-20211231_g13.jpg]][[Image Removed: mcd-20211231_g14.jpg]]

Franchised restaurants Company-operated restaurants

Approximately 93% of the restaurants at year-end 2021 were franchised, including 95% in the U.S., 84% in International Operated Markets and 98% in the International Developmental Licensed Markets.



Capital expenditures increased $399 million or 24% in 2021 due to higher
reinvestment in existing restaurants and an increase in new restaurant openings
that required the Company's capital. Capital expenditures decreased $753 million
or 31% in 2020 primarily due to lower reinvestment in existing restaurants as a
result of COVID-19.



                                    McDonald's Corporation 2021 Annual Report 20

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CAPITAL EXPENDITURES BY TYPE (In millions)

[[Image Removed: mcd-20211231_g15.jpg]]

* Primarily corporate equipment and other office-related expenditures.




New restaurant investments in all years were concentrated in markets with strong
returns and/or opportunities for long-term growth. Average development costs
vary widely by market depending on the types of restaurants built and the real
estate and construction costs within each market. These costs, which include
land, buildings and equipment, are managed through the use of optimally-sized
restaurants, construction and design efficiencies, as well as leveraging the
Company's global sourcing network and best practices. Although the Company is
not responsible for all costs for every restaurant opened, total development
costs for new traditional McDonald's restaurants in the U.S. averaged
approximately $4.4 million in 2021.

As of December 31, 2021 and 2020, the Company owned approximately 55% of the land and 80% of the buildings for restaurants in its consolidated markets.

SHARE REPURCHASES AND DIVIDENDS

In 2021, the Company returned approximately $4.8 billion to shareholders, primarily through dividends paid.

Shares repurchased and dividends



In millions, except per share data                         2021         2020         2019
Number of shares repurchased                              3.4          4.3  

25.0


Shares outstanding at year end                            745          745  

746


Dividends declared per share                          $  5.25      $  5.04      $  4.73
Treasury stock purchases (in Shareholders' equity)    $   846      $   874      $ 4,980
Dividends paid                                          3,919        3,753  

3,582


Total returned to shareholders                        $ 4,765      $ 4,627

$ 8,562




In December 2019, the Company's Board of Directors approved a share repurchase
program, effective January 1, 2020, that authorized the purchase of up to $15
billion of the Company's outstanding stock, with no specified expiration date.
In 2021, approximately 3.4 million shares were repurchased for $845.5 million,
bringing total purchases under the program to approximately 7.7 million shares
or $1.7 billion.

The Company has paid dividends on its common stock for 46 consecutive years and
has increased the dividend amount every year. The 2021 full year dividend of
$5.25 per share reflects the quarterly dividend paid for each of the first three
quarters of $1.29 per share, with an increase to $1.38 per share paid in the
fourth quarter. This 7% increase in the quarterly dividend equates to a $5.52
per share annual dividend and reflects the Company's confidence in the ongoing
strength and reliability of its cash flow. As in the past, future dividend
amounts will be considered after reviewing profitability expectations and
financing needs, and will be declared at the discretion of the Company's Board
of Directors.







                                    McDonald's Corporation 2021 Annual Report 21

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FINANCIAL POSITION AND CAPITAL RESOURCES

TOTAL ASSETS AND RETURN



Total assets increased $1.2 billion or 2% in 2021, primarily due to an increase
in Cash and equivalents driven by improved operating results. Net property and
equipment decreased $0.2 billion in 2021, primarily due to depreciation and the
impact of foreign exchange rates. Net property and equipment and the Lease
right-of-use asset, net represented approximately 46% and approximately 25%,
respectively, of total assets at year-end. Approximately 84% of total assets
were in the U.S. and International Operated Markets at year-end 2021.

The Company's after-tax ROIC from continuing operations is a metric that
management believes measures capital-allocation effectiveness over time and was
21.5%, 14.9% and 19.2% as of December 31, 2021, 2020 and 2019, respectively. The
increase from 2020 to 2021 was primarily due to improved operating results and
recovery from the impact of COVID-19 as well as lower average debt balances
compared to the prior year. Refer to the reconciliation in Exhibit 99.1 to this
Form 10-K.

FINANCING AND MARKET RISK

The Company generally borrows on a long-term basis and is exposed to the impact
of interest rate changes and foreign currency fluctuations. Debt obligations at
December 31, 2021 totaled $35.6 billion, compared with $37.4 billion at
December 31, 2020. The net decrease in 2021 was due to net repayments of $1.1
billion and the impact of changes in exchange rates on foreign currency
denominated debt of $731 million.

Debt highlights(1)



                                                                                2021             2020             2019
Fixed-rate debt as a percent of total debt(2,3)                                95  %            95  %            92  %
Weighted-average annual interest rate of total debt(3)                        3.2              3.2              3.2
Foreign currency-denominated debt as a percent of total debt(2)                36               36               38

Total debt as a percent of total capitalization (total debt and total Shareholders' equity)(2)

                                                      115              126              131
Cash provided by operations as a percent of total debt(2)                      26               17               24


(1)All percentages are as of December 31, except for the weighted-average annual interest rate, which is for the year. See reconciliation in Exhibit 99.1.



(2)Based on debt obligations before the effects of fair value hedging
adjustments and deferred debt costs. These effects are excluded as they have no
impact on the obligation at maturity. See the Debt Financing footnote on page 57
of this Form 10-K.

(3)Includes the effect of interest rate swaps used to hedge debt.

Standard & Poor's and Moody's currently rate the Company's commercial paper A-2
and P-2, respectively, and its long-term debt BBB+ and Baa1, respectively. To
access the debt capital markets, the Company relies on credit-rating agencies to
assign short-term and long-term credit ratings.

Certain of the Company's debt obligations contain cross-acceleration provisions
and restrictions on Company and subsidiary mortgages and the long-term debt of
certain subsidiaries. There are no provisions in the Company's debt obligations
that would accelerate repayment of debt as a result of a change in credit
ratings or a material adverse change in the Company's business. In December
2019, the Company's Board of Directors authorized $15 billion of borrowing
capacity with no specified expiration date, of which $8.3 billion remains
outstanding as of December 31, 2021. These borrowings may include (i) public or
private offering of debt securities; (ii) direct borrowing from banks or other
financial institutions; and (iii) other forms of indebtedness. In April 2020,
the Company's Board of Directors provided additional authorization to issue
commercial paper and draw on lines of credit agreements up to $8 billion in
addition to the $15 billion authorized as referenced above. In addition to debt
securities available through a medium-term notes program registered with the SEC
and a Global Medium-Term Notes program, the Company has $4.5 billion available
under committed line of credit agreements (see the Debt Financing footnote on
page 57 of this Form 10-K). As of December 31, 2021, the Company's subsidiaries
also had $263 million of borrowings outstanding, primarily under uncommitted
foreign currency line of credit agreements.

The Company uses major capital markets, bank financings and derivatives to meet
its financing requirements. The Company manages its debt portfolio in response
to changes in interest rates and foreign currency rates by periodically
retiring, redeeming and repurchasing debt, terminating swaps and using
derivatives. The Company does not hold or issue derivatives for trading
purposes. All swaps are over-the-counter instruments.

In managing the impact of interest rate changes and foreign currency
fluctuations, the Company uses interest rate swaps and finances in the
currencies in which assets are denominated. The Company uses foreign currency
debt and derivatives to hedge the foreign currency risk associated with certain
royalties, intercompany financings and long-term investments in foreign
subsidiaries and affiliates. This reduces the impact of fluctuating foreign
currencies on cash flows and shareholders' equity. Total foreign
currency-denominated debt was $12.8 billion and $13.7 billion for the years
ended December 31, 2021 and 2020, respectively. In addition, where practical,
the Company's restaurants purchase goods and services in local currencies
resulting in natural hedges. See the Summary of significant accounting policies
footnote related to financial instruments and hedging activities on page 47 of
this Form 10-K for additional information regarding the accounting impact and
use of derivatives.

The Company does not have significant exposure to any individual counterparty
and has master agreements that contain netting arrangements. Certain of these
agreements also require each party to post collateral if credit ratings fall
below, or aggregate exposures exceed, certain contractual limits. At
December 31, 2021, neither the Company nor its counterparties were required to
post collateral on any derivative position, other than on hedges of certain of
the Company's supplemental benefit plan liabilities where the counterparties
were required to post collateral on their liability positions.

                                    McDonald's Corporation 2021 Annual Report 22
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The Company's net asset exposure is diversified among a broad basket of currencies. The Company's largest net asset exposures (defined as foreign currency assets less foreign currency liabilities) at year end were as follows:

Foreign currency net asset exposures



In millions of U.S. Dollars        2021         2020
British Pounds Sterling       $ 1,293      $ 1,374
Canadian Dollars                  904          878
Australian Dollars                855          913

Russian Ruble                     518          533
Polish Zloty                      427          393


The Company prepared sensitivity analyses of its financial instruments to
determine the impact of hypothetical changes in interest rates and foreign
currency exchange rates on the Company's results of operations, cash flows and
the fair value of its financial instruments. The interest rate analysis assumed
a one percentage point adverse change in interest rates on all financial
instruments, but did not consider the effects of the reduced level of economic
activity that could exist in such an environment. The foreign currency rate
analysis assumed that each foreign currency rate would change by 10% in the same
direction relative to the U.S. Dollar on all financial instruments; however, the
analysis did not include the potential impact on revenues, local currency prices
or the effect of fluctuating currencies on the Company's anticipated foreign
currency royalties and other payments received from the markets. Based on the
results of these analyses of the Company's financial instruments, neither a one
percentage point adverse change in interest rates from 2021 levels nor a 10%
adverse change in foreign currency rates from 2021 levels would materially
affect the Company's results of operations, cash flows or the fair value of its
financial instruments.

LIQUIDITY AND USES OF CASH

The Company generates significant cash from operations and expects available
cash and cash equivalents, future operating cash flows and its ability to issue
debt to be sufficient to finance its foreseeable operating needs and other cash
requirements.

Consistent with prior years, the Company expects existing domestic cash and
equivalents, domestic cash flows from operations, the ability to issue domestic
debt and repatriation of a portion of foreign earnings to continue to be
sufficient to fund its domestic operating, investing and financing activities.
The Company also continues to expect existing foreign cash and equivalents and
foreign cash flows from operations to be sufficient to fund its foreign
operating, investing and financing activities. In the future, should more
capital be required to fund activities in the U.S. than is generated by domestic
operations and is available through the issuance of domestic debt, the Company
could elect to repatriate a greater portion of future periods' earnings from
foreign jurisdictions.

The Company has significant operations outside the U.S. where it earns approximately 65% of its operating income. A significant portion of these historical earnings have been reinvested in foreign jurisdictions where the Company has made, and will continue to make, substantial investments to support the ongoing development and growth of its international operations.

Sources of Liquidity



The Company has long-term revenue and cash flow streams that relate to its
franchise arrangements. Minimum rent payments under franchise arrangements are
based on the Company's underlying investment in owned sites and parallel the
Company's underlying lease obligations and escalations on properties that are
leased. The Company believes that control over the real estate enables it to
achieve restaurant performance levels that are among the highest in the
industry. Refer to the Franchise Arrangements footnote on page 51 of this Form
10-K for additional information on future gross minimum payments due to the
Company under existing conventional franchise arrangements.

Additionally, the Company is authorized to utilize up to $15 billion of
borrowing capacity in various forms by the Board of Directors, of which
$8.3 billion remains outstanding as of December 31, 2021, as well as the ability
to issue commercial paper and draw on lines of credit agreements up to
$8 billion. Refer to the Financing and Market Risk section on page 22 of this
Form 10-K.

Material Cash Requirements and Uses of Cash



Material cash requirements primarily consist of lease obligations (related to
both Company-operated and franchised restaurants) and debt obligations. Refer to
the Leasing Arrangements footnote on page 52 and the Debt Financing footnote on
page 57 of this Form 10-K for more information.

The Company also records liabilities related to supplemental benefit plans maintained in the U.S. as well as liabilities for gross unrecognized tax benefits on certain tax positions. Details related to these obligations are provided in the Employee Benefit Plan footnote on page 56 and the Income Taxes footnote on page 54 of this Form 10-K.



The Company contracts with vendors and suppliers in the normal course of
business. These contracts may include items related to construction projects,
inventory, energy, marketing, technology and other services. Generally, these
items are shorter term in nature and have no minimum payment requirements. These
expenses, along with other standard operating expenses incurred, are funded from
operating cash flows and reflected in other areas of this Form 10-K (e.g.,
franchised margins, Company-operated margins and selling, general &
administrative expenses that are reflected in the Consolidated Statement of
Income and capital expenditures that are reflected on the Consolidated Statement
of Cash Flows).

Additionally, the Company has guaranteed certain loans totaling approximately
$110 million at December 31, 2021. These guarantees are contingent commitments
generally issued by the Company to support borrowing arrangements of the System.
At December 31, 2021, there was no carrying value for obligations under these
guarantees in the Consolidated Balance Sheet.




                                    McDonald's Corporation 2021 Annual Report 23

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OTHER MATTERS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the U.S. The preparation of these financial statements requires the Company
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses as well as related disclosures. On an ongoing
basis, the Company evaluates its estimates and judgments based on historical
experience and various other factors that are believed to be reasonable under
the circumstances. Actual results may differ from these estimates.

The Company reviews its financial reporting and disclosure practices and accounting policies quarterly to confirm that they provide accurate and transparent information relative to the current economic and business environment. The Company believes that of its significant accounting policies, the following involve a higher degree of judgment and/or complexity:

•Property and equipment



Property and equipment are depreciated or amortized on a straight-line basis
over their useful lives based on management's estimates of the period over which
the assets will generate revenue (not to exceed lease term plus options for
leased property). The useful lives are estimated based on historical experience
with similar assets, taking into account anticipated technological or other
changes. Refer to the Property and Equipment section in the Summary of
Significant Accounting Policies footnote on page 44 of this Form 10-K and the
Property and Equipment footnote on page 51 of this Form 10-K for additional
information.

•Leasing Arrangements



The Lease right-of-use asset and Lease liability include an assumption on
renewal options that have not yet been exercised by the Company. The Company
also uses an incremental borrowing rate in calculating the Lease liability that
represents an estimate of the interest rate the Company would incur to borrow on
a collateralized basis over the term of a lease within a particular currency
environment. Refer to the Leasing section in the Summary of Significant
Accounting Policies footnote on page 44 of this Form 10-K and the Leasing
Arrangements footnote on page 52 of this Form 10-K for additional information.

•Long-lived assets impairment review



Long-lived assets (including goodwill) are reviewed for impairment annually. If
qualitative indicators of impairment are present, such as changes in global and
local business and economic conditions, operating costs, inflation, competition,
and consumer and demographic trends, the Company will use these and other
factors in estimating future cash flows when testing for the recoverability of
its long-lived assets. Estimates of future cash flows are highly subjective
judgements based on the Company's experience and knowledge of its operations. A
key assumption impacting estimated future cash flows is the estimated change in
comparable sales. If the Company's estimates or underlying assumptions change in
the future, it may be required to record impairment charges. Refer to the
Long-lived Assets and Goodwill sections in the Summary of Significant Accounting
Policies footnote on page 45 of this Form 10-K for additional information.

•Litigation accruals



In the ordinary course of business, the Company is subject to proceedings,
lawsuits and other claims primarily related to competitors, customers,
employees, franchisees, government agencies, intellectual property, shareholders
and suppliers. The Company is required to assess the likelihood of any adverse
judgments or outcomes to these matters as well as potential ranges of probable
losses. Refer to the Contingencies footnote on page 53 of this Form 10-K for
additional information.

•Income taxes

The Company records a valuation allowance to reduce its deferred tax assets if
it is considered more likely than not that some portion or all of the deferred
tax assets will not be realized.

The Company operates within, and is subject to audit in, multiple taxing
jurisdictions. The Company records accruals for the estimated outcomes of these
audits, and the accruals may change in the future due to new developments in
each matter.

Refer to the Income Taxes section in the Summary of Significant Accounting Policies footnote on page 46 of this Form 10-K and the Income Taxes footnote on page 54 of this Form 10-K for additional information.

EFFECTS OF CHANGING PRICES - INFLATION



Broader inflationary pressures in the economy are expected to continue to impact
the restaurant industry through supply chain and labor cost challenges-fueled in
part by pent-up demand, supply chain interruptions and rising energy prices. The
Company has demonstrated an ability to manage these inflationary cost increases
effectively through its rapid inventory turnover, ability to adjust menu prices,
cost controls and substantial property holdings, many of which are at fixed
costs and partly financed by debt made less expensive by inflation.










                                    McDonald's Corporation 2021 Annual Report 24

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                             Other Key Information



FIVE-YEAR SUMMARY

                                                                         Years ended December 31,

In millions, except per share and unit
amounts                                            2021              2020              2019              2018              2017
Consolidated Statement of Income Data
Revenues
  Sales by Company-operated restaurants    $   9,787          $  8,139          $  9,421          $ 10,013          $ 12,719
  Revenues from franchised restaurants        13,085            10,726            11,656            11,012            10,101
  Other revenues                                 351               343               288               233               140
Total revenues                                23,223            19,208            21,365            21,258            22,960
Operating income                              10,356             7,324             9,070             8,823             9,553
Net income                                     7,545             4,731             6,025             5,924             5,192
Consolidated Statement of Cash Flows Data
Cash provided by operations                $   9,142          $  6,265          $  8,122          $  6,967          $  5,551
Cash used for (provided by) investing
activities                                     2,166             1,546             3,071             2,455              (562)
Capital expenditures                           2,040             1,641             2,394             2,742             1,854
Cash used for financing activities             5,596             2,249             4,995             5,950             5,311
Treasury stock purchases(1)                      846               874             4,980             5,247             4,651
Common stock dividends                         3,919             3,753             3,582             3,256             3,089
Financial Position
Total assets(2)                            $  53,854          $ 52,627          $ 47,511          $ 32,811          $ 33,804
Total debt                                    35,623            37,440            34,177            31,075            29,536
Total shareholders' equity (deficit)          (4,601)           (7,825)           (8,210)           (6,258)           (3,268)
Shares outstanding                               745               745               746               767               794
Per Common Share Data
Earnings-diluted                           $   10.04          $   6.31          $   7.88          $   7.54          $   6.37
Dividends declared                              5.25              5.04              4.73              4.19              3.83
Market price at year end                      268.07            214.58            197.61            177.57            172.12
Restaurant Information and Other Data
Restaurants at year end
  Company-operated restaurants                 2,736             2,677             2,636             2,770             3,133
  Franchised restaurants                      37,295            36,521            36,059            35,085            34,108
Total Systemwide restaurants                  40,031            39,198            38,695            37,855            37,241
Franchised sales(3)                        $ 102,675          $ 85,178          $ 90,757          $ 86,134          $ 78,191


(1)Represents treasury stock purchases as reflected in Shareholders' equity.
Treasury stock purchases decreased from 2019 to 2020 as the Company suspended
its share repurchase program in March 2020. The Company resumed its share
repurchase program in the third quarter of 2021.

(2)Total assets increased from 2018 to 2019 primarily due to the Company's Lease
right-of-use asset recorded as a result of the adoption of Accounting Standard
Codification ("ASC") Topic 842, "Leases" ("ASC 842").

(3)While franchised sales are not recorded as revenues by the Company,
management believes they are important in understanding the Company's financial
performance because these sales are the basis on which the Company calculates
and records franchised revenues and are indicative of the financial health of
the franchisee base. Franchised restaurants represent 93% of McDonald's
restaurants worldwide at December 31, 2021.
                                    McDonald's Corporation 2021 Annual Report 25
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STOCK PERFORMANCE GRAPH



At least annually, McDonald's considers which companies comprise a readily
identifiable investment peer group. The Company is included in published
restaurant indices; however, unlike most other companies included in these
indices, which have no or limited international operations, McDonald's does
business in more than 100 countries and a substantial portion of its revenues
and income is generated outside the U.S. In addition, because of its size,
McDonald's inclusion in those indices tends to skew the results. Therefore, the
Company believes that such a comparison is not meaningful.

The Company's market capitalization, trading volume and importance in an
industry that is vital to the U.S. economy have resulted in McDonald's inclusion
in the Dow Jones Industrial Average ("DJIA") since 1985. Like McDonald's, many
DJIA companies generate meaningful revenues and income outside the U.S. and some
manage global brands. Thus, the Company believes that the use of the DJIA
companies as the group for comparison purposes is appropriate.

The following performance graph shows McDonald's cumulative total shareholder
returns (i.e., price appreciation and reinvestment of dividends) relative to the
Standard & Poor's 500 Stock Index ("S&P 500 Index") and to the DJIA companies
for the five-year period ended December 31, 2021. The graph assumes that the
value of an investment in McDonald's common stock, the S&P 500 Index and the
DJIA companies (including McDonald's) was $100 at December 31, 2016. For the
DJIA companies, returns are weighted for market capitalization as of the
beginning of each period indicated. These returns may vary from those of the
DJIA Index, which is not weighted by market capitalization and may be composed
of different companies during the period under consideration.

                    [[Image Removed: mcd-20211231_g16.jpg]]

Company/Index                           12/31/2016           12/31/2017           12/31/2018           12/31/2019           12/31/2020           12/31/2021
McDonald's Corporation                     $100                 $145                 $153                 $175                 $195                 $249
S&P 500 Index                              $100                 $122                 $116                 $153                 $181                 $233
Dow Jones Industrials                      $100                 $128                 $124                 $155                 $170                 $206


Source: S&P Capital IQ
                                    McDonald's Corporation 2021 Annual Report 26

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