McDonaldโs Corporation is an American operator and franchisor of fast food restaurants represented worldwide and the biggest fast food company in the world.
1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5231 ---------- ---------- ------ McDONALD'S CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 36-2361282 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) McDonald's Plaza, Oak Brook, Illinois 60523 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (630) 623-3000 -------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- 688,777,039 --------------------------------- (Number of shares of common stock outstanding as of September 30, 1997)
2 McDONALD'S CORPORATION ---------------------- INDEX ----- Page Reference Part I. Financial Information Item 1 - Financial Statements Condensed consolidated balance sheet, September 30, 1997 (unaudited) and December 31, 1996 3 Condensed consolidated statement of income (unaudited), nine months and third quarters ended September 30, 1997 and 1996 4 Condensed consolidated statement of cash flows (unaudited), nine months and third quarters ended September 30, 1997 and 1996 5 Financial comments (unaudited) 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information Item 6 - Exhibits and Reports on Form 8-K 17 (a) Exhibits The exhibits listed in the accompanying Exhibit Index are filed as part of this report 17 (b) Reports on Form 8-K 21 Signature 22
3 PART I. FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements ----------------------------- <TABLE> CONDENSED CONSOLIDATED BALANCE SHEET <CAPTION> (unaudited) In millions September 30, 1997 December 31, 1996 --------------------------------------------------------------------------- <S> <C> <C> ASSETS CURRENT ASSETS Cash and equivalents $ 310.2 $ 329.9 Accounts receivable 427.6 467.1 Notes receivable 7.7 28.3 Inventories, at cost, not in excess of market 62.3 69.6 Prepaid expenses and other current assets 266.8 207.6 --------------------------------------------------------------------------- TOTAL CURRENT ASSETS 1,074.6 1,102.5 --------------------------------------------------------------------------- OTHER ASSETS AND DEFERRED CHARGES 1,332.2 1,184.4 --------------------------------------------------------------------------- PROPERTY AND EQUIPMENT Property and equipment, at cost 19,810.3 19,133.9 Accumulated depreciation and amortization (5,078.9) (4,781.8) --------------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT 14,731.4 14,352.1 --------------------------------------------------------------------------- INTANGIBLE ASSETS-NET 834.0 747.0 --------------------------------------------------------------------------- TOTAL ASSETS $17,972.2 $17,386.0 =========================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 797.6 $ 597.8 Accounts payable 490.9 638.0 Income taxes 91.3 22.5 Other taxes 138.5 136.7 Accrued interest 100.0 121.7 Other accrued liabilities 549.9 523.1 Current maturities of long-term debt 52.6 95.5 --------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 2,220.8 2,135.3 --------------------------------------------------------------------------- LONG-TERM DEBT 5,240.3 4,830.1 OTHER LONG-TERM LIABILITIES AND MINORITY INTERESTS 261.9 726.5 DEFERRED INCOME TAXES 1,033.2 975.9 COMMON EQUITY PUT OPTIONS 51.5 SHAREHOLDERS' EQUITY Preferred stock, no par value; authorized - 165.0 million shares; issued - 7.2 thousand shares 358.0 358.0 Common stock, $.01 par; authorized - 3.5 billion shares; issued - 830.3 million shares 8.3 8.3 Additional paid-in capital 677.5 574.2 Guarantee of ESOP notes (193.2) (193.2) Retained earnings 12,219.1 11,173.0 Foreign currency translation adjustment (326.3) (175.1) --------------------------------------------------------------------------- 12,743.4 11,745.2 --------------------------------------------------------------------------- Common stock in treasury, at cost; 141.5 and 135.7 million shares (3,578.9) (3,027.0) --------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 9,164.5 8,718.2 --------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $17,972.2 $17,386.0 =========================================================================== See accompanying Financial comments. </TABLE>
4 <TABLE> CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) <CAPTION> In millions, except Nine Months Ended Quarters Ended per common share data September 30 September 30 1997 1996 1997 1996 ------------------------------------------------------------------------------- <S> <C> <C> <C> <C> REVENUES Sales by Company-operated restaurants $6,025.8 $5,565.2 $2,158.5 $1,965.6 Revenues from franchised and affiliated restaurants 2,430.4 2,299.7 847.5 808.2 ------------------------------------------------------------------------------- TOTAL REVENUES 8,456.2 7,864.9 3,006.0 2,773.8 ------------------------------------------------------------------------------- OPERATING COSTS AND EXPENSES Company-operated restaurants 4,923.3 4,524.5 1,756.1 1,582.1 Franchised restaurants- occupancy expenses 453.3 420.1 153.9 142.2 General, administrative and selling expenses 1,056.7 985.4 375.5 347.9 Other operating (income) expense-net (90.2) (83.7) (34.9) (42.4) ------------------------------------------------------------------------------- TOTAL OPERATING COSTS AND EXPENSES 6,343.1 5,846.3 2,250.6 2,029.8 ------------------------------------------------------------------------------- OPERATING INCOME 2,113.1 2,018.6 755.4 744.0 ------------------------------------------------------------------------------- Interest expense 270.3 252.3 94.1 84.7 Nonoperating (income) expense-net 24.9 38.8 2.2 9.4 ------------------------------------------------------------------------------- INCOME BEFORE PROVISION FOR INCOME TAXES 1,817.9 1,727.5 659.1 649.9 ------------------------------------------------------------------------------- Provision for income taxes 586.3 564.9 210.2 209.3 ------------------------------------------------------------------------------- NET INCOME $1,231.6 $1,162.6 $ 448.9 $ 440.6 =============================================================================== NET INCOME PER COMMON SHARE $ 1.76 $ 1.63 $ .64 $ .62 ------------------------------------------------------------------------------- DIVIDENDS PER COMMON SHARE $ .2400 $ .2175 $ .0825 $ .0750 ------------------------------------------------------------------------------- WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 689.9 699.1 688.5 697.8 ------------------------------------------------------------------------------- See accompanying Financial comments. </TABLE>
5 <TABLE> CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) <CAPTION> Nine Months Ended Quarters Ended September 30 September 30 In millions 1997 1996 1997 1996 ------------------------------------------------------------------------------- <S> <C> <C> <C> <C> OPERATING ACTIVITIES Net income $ 1,231.6 $ 1,162.6 $ 448.9 $ 440.6 Adjustments to reconcile to cash provided by operations Depreciation and amortization 557.0 546.7 170.4 175.1 Changes in operating working capital items 26.8 12.7 179.7 106.7 Other (95.2) 0.5 (54.6) (20.7) ------------------------------------------------------------------------------- CASH PROVIDED BY OPERATIONS 1,720.2 1,722.5 744.4 701.7 ------------------------------------------------------------------------------- INVESTING ACTIVITIES Property and equipment expenditures (1,444.0) (1,599.2) (487.1) (614.7) Purchases and sales of restaurant businesses and sales of other property 27.5 37.4 (10.4) 20.0 Other (129.7) (218.8) (67.2) (132.1) ------------------------------------------------------------------------------- CASH USED FOR INVESTING ACTIVITIES (1,546.2) (1,780.6) (564.7) (726.8) ------------------------------------------------------------------------------- FINANCING ACTIVITIES Notes payable and long-term financing issuances and repayments 415.0 463.0 (81.0) 150.2 Treasury stock purchases (568.4) (395.5) (98.0) (156.0) Common and preferred stock dividends (186.3) (172.6) (63.8) (60.6) Other 146.0 83.9 71.1 1.3 ------------------------------------------------------------------------------- CASH USED FOR FINANCING ACTIVITIES (193.7) (21.2) (171.7) (65.1) ------------------------------------------------------------------------------- CASH AND EQUIVALENTS INCREASE (DECREASE) (19.7) (79.3) 8.0 (90.2) ------------------------------------------------------------------------------- Cash and equivalents at beginning of period 329.9 334.8 302.2 345.7 ------------------------------------------------------------------------------- CASH AND EQUIVALENTS AT END OF PERIOD $ 310.2 $ 255.5 310.2 $ 255.5 =============================================================================== See accompanying Financial comments. </TABLE>
6 FINANCIAL COMMENTS (UNAUDITED) BASIS OF PRESENTATION The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company's 1996 Annual Report to Shareholders. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. The results for the quarter and the nine months ended September 30, 1997 do not necessarily indicate the results that may be expected for the full year The results of operations of restaurant businesses purchased and sold were not material to the condensed consolidated financial statements for periods prior to purchase and sale. NET INCOME PER COMMON SHARE Net income per common share was computed using net income, reduced by preferred stock cash dividends of $6.9 million for the third quarters of 1997 and 1996 and $20.7 for the nine months ended September 30, 1997 and 1996. Adjusted net income was divided by the weighted average shares of common stock outstanding: 688.5 and 697.8 million for the third quarters ended September 30, 1997 and 1996, and 689.9 and 699.1 million for the nine months ended September 30, 1997 and 1996, respectively. In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, (SFAS 128), which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods to disclose diluted net income per common share in addition to its current basic net income per common share. Pro forma diluted net income per common share amounts, calculated in accordance with SFAS 128, were $0.63 and $0.61 for the third quarters ended September 30, 1997 and 1996, and $1.71 and $1.59 for the nine months ended September 30, 1997 and 1996, respectively. ASSET IMPAIRMENT In first quarter 1996, the Company recorded a $16 million pre-tax charge to other operating (income) expense, equivalent to 2 cents per common share, related to restaurant sites in Mexico. COMMON EQUITY PUT OPTIONS In third quarter 1997, the Company sold 1.0 million common equity put options which expire at various dates in November 1997. At September 30, 1997, the $51.5 million exercise price of these options was classified in common equity put options, and the related offset was recorded in common stock in treasury, net of premiums received.
7 Item 2. Management's Discussion And Analysis Of Financial Condition -------------------------------------------------------------------- And Results Of Operations ------------------------- <TABLE> INCREASES (DECREASES) IN OPERATING RESULTS OVER 1996 <CAPTION> Dollars in millions, except Nine Months Quarters per common share data Ended September 30 Ended September 30 ------------------------------------------------------------------------- <S> <C> <C> <C> <C> SYSTEMWIDE SALES $1,580.3 7% $513.6 6% ------------------------------------------------------------------------- REVENUES Sales by Company-operated restaurants $ 460.6 8% $192.9 10% Revenues from franchised and affiliated restaurants 130.7 6 39.3 5 ------------------------------------------------------------------------- TOTAL REVENUES 591.3 8 232.2 8 ------------------------------------------------------------------------- OPERATING COSTS AND EXPENSES Company-operated restaurants 398.8 9 174.0 11 Franchised restaurants- occupancy costs 33.2 8 11.7 8 General, administrative and selling expenses 71.3 7 27.6 8 Other operating (income) expense-net (6.5) N/M 7.5 N/M ------------------------------------------------------------------------- TOTAL OPERATING COSTS AND EXPENSES 496.8 8 220.8 11 ------------------------------------------------------------------------- OPERATING INCOME 94.5 5 11.4 2 ------------------------------------------------------------------------- Interest expense 18.0 7 9.4 11 Nonoperating (income) expense-net (13.9) N/M (7.2) N/M ------------------------------------------------------------------------- INCOME BEFORE PROVISION FOR INCOME TAXES 90.4 5 9.2 1 ------------------------------------------------------------------------- Provision for income taxes 21.4 4 0.9 0 ------------------------------------------------------------------------- NET INCOME $ 69.0 6% $ 8.3 2% ========================================================================= NET INCOME PER COMMON SHARE $ .13 8% $ .02 3% ------------------------------------------------------------------------- (N/M) Not meaningful </TABLE>
8 CONSOLIDATED OPERATING RESULTS Net income per common share and net income increased eight and six percent, respectively, for the nine months, and three and two percent, respectively, for the quarter. Changing foreign currencies significantly reduced reported results for the nine months and quarter. Excluding the $16 million non-cash charge for the adoption of SFAS 121 in first quarter 1996 and the foreign currency translation effect, net income per common share and net income would have increased ten and eight percent, respectively, for the nine months. For the quarter, net income per common share and net income would have increased eight and six percent, respectively, excluding the negative foreign currency translation effect. During the quarter, the Company repurchased 1.5 million shares of common stock for approximately $75 million, bringing total share repurchase for the nine months to 12.2 million shares for about $575 million. Fewer shares outstanding resulted in higher increases in net income per common share compared with the increases in net income. Systemwide sales represent sales by Company-operated, franchised and affiliated restaurants. Total revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees and affiliates. These fees are based upon a percent of sales with specified minimum payments. On a global basis, the increases in sales and revenues for both periods were primarily due to expansion, offset in part by weaker foreign currencies. The lower number of restaurant additions for the nine months was primarily due to the previously announced satellite restaurant closings in the U.S. and fewer satellite additions outside the U.S. ----------------------------------------------------------------------- RESTAURANT ADDITIONS Nine Months Quarters Ended Ended September 30 September 30 1997 1996 1997 1996 ----------------------------------------------------------------------- U.S. 155 484 71 171 Outside the U.S. 1,069 1,127 392 557 ----------------------------------------------------------------------- Total restaurant additions 1,224 1,611 463 728 ---------------------------------------------------------------------- RESTAURANTS UNDER CONSTRUCTION At September 30 1997 1996 ----------------------------------------------------------------------- U.S. 128 191 Outside the U.S. 438 396 ----------------------------------------------------------------------- Total restaurants under construction 566 587 -----------------------------------------------------------------------
9 Company-operated margins as a percent of sales decreased for the nine months and for the quarter. For both periods, food & paper costs and occupancy & other operating costs increased as a percent of sales, while payroll costs decreased. 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 for both periods, franchised margin dollars increased five percent for the nine months and four percent for the quarter. ------------------------------------------------------------------------- CONSOLIDATED OPERATING MARGINS Nine Months Ended Quarters Ended September 30 September 30 1997 1996 1997 1996 ------------------------------------------------------------------------- In millions of dollars Company-operated 1,102.5 1,040.7 402.4 383.5 Franchised 1,977.1 1,879.6 693.6 666.0 Combined operating margins 3,079.6 2,920.3 1,096.0 1,049.5 As a percent of sales/revenues Company-operated 18.3 18.7 18.6 19.5 Franchised 81.3 81.7 81.8 82.4 ------------------------------------------------------------------------- The increases in general, administrative & selling expenses were primarily due to strategic global spending to support the Convenience, Value and Execution Strategies, including costs associated with expansion outside the U.S. and continued investment in developing countries, offset in part by weaker foreign currencies. In addition, the quarter included incremental U.S. marketing costs, which are also expected to affect the fourth quarter. Other operating (income) expense--net is composed of transactions related to franchising and the foodservice business. Gains on sales of restaurant businesses were lower since fewer were sold. The other category reflected lower expense for the nine months and slightly increased expense for the quarter. The lower expense for the nine months was primarily due to the $16 million charge for the adoption of SFAS 121 in first quarter 1996, and lower provisions for property dispositions in 1997. ------------------------------------------------------------------------ OTHER OPERATING (INCOME) Nine Months Ended Quarters Ended EXPENSE-NET September 30 September 30 In millions of dollars 1997 1996 1997 1996 ------------------------------------------------------------------------ Gains on sales of restaurant businesses $(37.1) $(57.1) $ (9.5) $(14.8) Equity in earnings of unconsolidated affiliates (59.5) (60.8) (26.3) (26.4) Other (income) expense 6.4 34.2 0.9 (1.2) ------------------------------------------------------------------------ Other operating (income) expense--net $(90.2) $(93.7) $(34.9) $(42.4) ========================================================================
10 Consolidated operating income increased $94.5 million or five percent and $11.4 million or two percent for the nine months and quarter, respectively. The increases reflected higher combined operating margin dollars for both periods and higher other operating income for the nine months, offset in part by higher general, administrative & selling expenses and weaker foreign currencies in both periods. Higher interest expense in both periods reflected higher debt levels, offset in part by lower average interest rates and weaker foreign currencies. Contributing to the increase in debt levels was about $375 million of borrowings during the quarter to fund the retirement of preferred stock issued by a foreign subsidiary. Nonoperating (income) expense--net reflected lower charges for minority interests in both periods of 1997, and for the nine months ended September 30, 1996, losses associated with the reduction of the carrying value of the Company's investment in Discovery Zone common stock to zero. In addition, translation gains were lower for the nine months and higher for the quarter. The effective income tax rate was 32.3 and 31.9 percent for the nine months and quarter of 1997, respectively, compared with 32.7 and 32.2 percent for the corresponding periods of 1996. For the year 1997, the Company expects the effective tax rate to be about 32.0 percent. OPERATING RESULTS OUTSIDE THE U.S. The sales increases outside the U.S. for both periods were driven primarily by expansion, offset in part by weaker foreign currencies. Comparable sales in constant currencies were slightly negative for the nine months and slightly positive for the quarter. If exchange rates had remained at 1996 levels, sales outside the U.S. would have increased 16 percent for both periods. Severe weather in Europe in the first quarter and Asia/Pacific in the third quarter, along with weak economies in some of our major markets, negatively affected results.
11 ---------------------------------------------------------------------- OPERATING RESULTS OUTSIDE Nine Months Ended Quarters Ended THE U.S. September 30 September 30 1997 1996 1997 1996 ---------------------------------------------------------------------- Percent increase SALES As reported 8 10 6 9 Excluding foreign currency translation 16 15 16 14 REVENUES As reported 13 14 13 13 Excluding foreign currency translation 19 17 21 15 OPERATING INCOME As reported 9 9 5 11 Excluding foreign currency translation 16 12 14 14 Excluding SFAS 121 charge and foreign currency translation 14 13 14 14 As a percent of sales/revenues Company-operated margins 19.2 19.8 19.9 21.0 Franchised margins 81.6 81.7 82.2 82.8 ------------------------------------------------------------------------- Revenues increased at a faster rate than sales in both periods. This was primarily due to the weakening Japanese Yen, which had a greater effect on sales than revenues due to our affiliate structure in Japan, and the higher growth rate in Company-operated versus franchised restaurants. Of the larger international markets, the following had strong sales and operating income growth on a constant currency basis for both periods of 1997: the Philippines and Taiwan in Asia/Pacific; England, Italy, Spain, and Sweden in Europe; and Argentina, Brazil and Mexico in Latin America. Our operations in Canada were negatively affected by increased competition and low consumer spending due to high unemployment; weak economies also negatively affected our operations in France and Germany, although France showed improvement in the second and third quarters. The increases in operating income outside the U.S. were driven by higher Company-operated and franchised margin dollars, for both periods, and an increase in other operating income for the nine months. Higher general, administrative & selling expenses, associated with expansion and continued investment in developing countries, and weaker foreign currencies partially offset these increases. Company-operated margins as a percent of sales declined in both periods. As a percent of sales, increases in food & paper costs and occupancy & other operating costs in both periods were offset in part by decreases in payroll costs. Franchised margins as a percent of revenues were relatively flat for the nine months and decreased for the quarter.
12 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 Japanese Yen, Deutsche Mark and French Franc were the primary foreign currencies that negatively affected reported results in both periods. The following table presents the 1997 results translated at 1996 rates compared with reported results. -------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION EFFECT ON WORLDWIDE RESULTS -------------------------------------------------------------------------- Dollars in millions except per common share data -------------------------------------------------------------------------- Increase -------------------------------------------------------------------------- Adjusted Reported Change Adjusted Reported -------------------------------------------------------------------------- Nine months ended September 30, 1997 -------------------------------------------------------------------------- Systemwide sales $26,016.7 $25,107.9 $908.8 11% 7% Operating income 2,189.8 2,113.1 76.7 8 5 Net income 1,269.2 1,231.6 37.6 9 6 Net income per common share 1.81 1.76 .05 11 8 -------------------------------------------------------------------------- Quarter ended September 30, 1997 -------------------------------------------------------------------------- Systemwide sales $9,206.3 $8,799.7 $406.6 11% 6% Operating income 794.5 755.4 39.1 7 2 Net income 465.4 448.9 16.5 6 2 Net income per common share .67 .64 .03 8 3 -------------------------------------------------------------------------- U.S. OPERATING RESULTS U.S. sales increased in both periods primarily due to restaurant expansion (397 restaurants were added in the 12 months ended September 30, 1997). U.S. comparable sales were positive for both periods. This performance reflected successful marketing and promotions including Monopoly, Chicken McNuggets, Teenie Beanie Babies and Hercules and disappointing results from the price component of Campaign 55.
13 ---------------------------------------------------------------------- U.S. OPERATING RESULTS Nine Months Ended Quarters Ended September 30 September 30 1997 1996 1997 1996 ---------------------------------------------------------------------- Percent increase/(decrease) Sales 5 3 6 2 Revenues 1 3 2 1 Operating income - (3) (2) (5) ---------------------------------------------------------------------- As a percent of sales/revenues Company-operated margins 16.6 16.8 15.9 16.8 Franchised margins 81.2 81.7 81.6 82.1 ---------------------------------------------------------------------- U.S. sales increased at a faster rate than revenues primarily because the number of U.S. Company-operated restaurants decreased over the past year, while the number of franchised and affiliated restaurants increased. U.S. operating income was flat for the nine months and decreased for the quarter. In both periods, this performance reflected lower Company-operated margin dollars, higher general, administrative & selling expenses, and lower other operating income, offset in part by higher franchised margin dollars. Company-operated margins as a percent of sales declined for both periods. Cost trends as a percent of sales follow: food & paper costs increased for both periods and occupancy & other operating expenses decreased for both periods, while payroll decreased for the nine months and remained flat for the quarter. Franchised margins as a percent of revenues declined for both periods. These declines reflected slower revenue growth as a result of decreased initial franchise fees driven by fewer openings, and rent adjustments, partially offset by positive comparable sales. The margins were also negatively affected by higher occupancy costs, primarily rent expense, driven by an increase in the number of leased sites. FINANCIAL POSITION Cash provided by operations for the nine months ended September 30, 1997 was relatively flat compared with the same period in 1996, partly due to the refund of about $110 million in security deposits to U.S. owner/operators. Together with other sources of cash such as borrowings, cash provided by operations was used primarily for capital expenditures, debt repayments, share repurchases and dividends. The consolidated capital expenditure decrease of 10% for the nine months ended September 30, 1997 resulted primarily from fewer restaurant additions in 1997 compared with 1996. In the U.S., capital expenditures decreased 36% while outside the U.S. capital expenditures increased 7%. The Company expects to add about 2,100 restaurants in 1997, with about 85% being outside the U.S.
14 FORWARD-LOOKING STATEMENTS Certain forward-looking statements are included in this report. They use such words a "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 changes in global and local business and economic conditions; legislation and governmental regulation; competition; success of operating initiatives and advertising and promotional efforts; food, labor and other operating costs; availability and cost of land and construction; accounting policies and practices; consumer preferences, spending patterns and demographic trends; political or economic instability in local markets; and currency exchange rates.
15 <TABLE> NINE MONTHS AND THIRD QUARTER HIGHLIGHTS <CAPTION> OPERATING RESULTS --------------------------------------------------------------------------- Dollars in millions, except Nine Months Ended Quarters Ended per common share data September 30 September 30 1997 1996 1997 1996 --------------------------------------------------------------------------- <S> <C> <C> <C> <C> Systemwide sales $25,107.9 $23,527.6 $8,799.7 $8,286.1 --------------------------------------------------------------------------- U.S. sales 12,851.2 12,184.7 4,441.9 4,183.1 Operated by franchisees 9,965.0 9,422.6 3,448.6 3,232.5 Operated by the Company 2,029.4 2,085.2 692.8 703.7 Operated by affiliates 856.8 676.9 300.5 246.9 --------------------------------------------------------------------------- Sales outside the U.S. 12,256.7 11,342.9 4,357.8 4,103.0 Operated by franchisees 5,627.7 5,402.3 1,982.2 1,967.1 Operated by the Company 3,996.4 3,480.0 1,465.7 1,261.9 Operated by affiliates 2,632.6 2,460.6 909.9 874.0 --------------------------------------------------------------------------- Total revenues 8,456.2 7,864.9 3,006.0 2,773.8 U.S. 3,453.7 3,432.5 1,191.6 1,168.5 Outside the U.S. 5,002.5 4,432.4 1,814.4 1,605.3 --------------------------------------------------------------------------- Operating income 2,113.1 2,018.6 755.4 744.0 U.S. 924.8 926.4 313.4 321.2 Outside the U.S. 1,233.5 1,131.1 460.6 439.6 Corporate G&A (45.2) (38.9) (18.6) (16.8) --------------------------------------------------------------------------- Income before provision for income taxes 1,817.9 1,727.5 659.1 649.9 Net income 1,231.6 1,162.6 448.9 440.6 Net income per common share 1.76 1.63 .64 .62 --------------------------------------------------------------------------- Cash provided by operations 1,720.2 1,722.5 744.4 701.7 --------------------------------------------------------------------------- Total assets 17,972.2 16,543.1 Total shareholders' equity 9,164.5 8,554.4 --------------------------------------------------------------------------- </TABLE>
16 <TABLE> RESTAURANTS <CAPTION> ------------------------------------------------------------------------- At September 30, 1997 1996 ------------------------------------------------------------------------- <S> <C> <C> Systemwide restaurants 22,246 19,991 ------------------------------------------------------------------------- U.S. 12,249 11,852 Operated by franchisees 9,600 9,299 Operated by the Company 1,796 1,823 Operated by affiliates 853 730 ------------------------------------------------------------------------- Outside the U.S. 9,997 8,139 Operated by franchisees 4,309 3,686 Operated by the Company 2,862 2,281 Operated by affiliates 2,826 2,172 ------------------------------------------------------------------------- </TABLE>
17 PART II Item 6. Exhibits and Reports on Form 8-K ----------------------------------------- (a) - Exhibits -------------- Exhibit Number Description -------------- ----------- (3) Corrected Restated Certificate of Incorporation effective as of December 13, 1996 incorporated by reference from Form 8-K dated January 9, 1997 and By-Laws effective as of July 15, 1997 filed herewith. (4) Instruments defining the rights of security holders, including indentures (A): (a) Debt Securities. Indenture dated as of March 1, 1987 incorporated herein by reference from Exhibit 4(a) of Form S-3 Registration Statement, SEC file no. 33-12364. (i) Medium-Term Notes, Series B, due from nine months to 30 years from Date of Issue. Supplemental Indenture No. 12 incorporated herein by reference from Exhibit (4) of Form 8-K dated August 18, 1989 and Forms of Medium-Term Notes, Series B, incorporated herein by reference from Exhibit (4)(b) of Form 8-K dated September 14, 1989. (ii) Medium-Term Notes, Series C, due from nine months to 30 years from Date of Issue. Form of Supplemental Indenture No. 15 incorporated herein by reference from Exhibit 4(b) of Form S-3 Registration Statement, SEC file no. 33-34762 dated May 14, 1990. (iii) Medium-Term Notes, Series C, due from nine months (U.S. Issue)/184 days (Euro Issue) to 30 years from Date of Issue. Amended and restated Supplemental Indenture No. 16 incorporated herein by reference from Exhibit (4) of Form 10-Q for the period ended March 31, 1991. (iv) 8-7/8% Debentures due 2011. Supplemental Indenture No. 17 incorporated herein by reference from Exhibit (4) of Form 8-K dated April 22, 1991.
18 Exhibit Number Description -------------- ----------- (v) Medium-Term Notes, Series D, due from nine months (U.S. Issue)/184 days (Euro Issue) to 60 years from Date of Issue. Supplemental Indenture No. 18 incorporated herein by reference from Exhibit 4(b) of Form S-3 Registration Statement, SEC file no. 33-42642 dated September 10, 1991. (vi) 7-3/8% Notes due July 15, 2002. Form of Supplemental Indenture No. 19 incorporated herein by reference from Exhibit (4) of Form 8-K dated July 10, 1992. (vii) 6-3/4% Notes due February 15, 2003. Form of Supplemental Indenture No. 20 incorporated herein by reference from Exhibit (4) of Form 8-K dated March 1, 1993. (viii)7-3/8% Debentures due July 15, 2033. Form of Supplemental Indenture No. 21 incorporated herein by reference from Exhibit (4)(a)of Form 8-K dated July 15, 1993. (ix) Medium-Term Notes, Series E, due from nine months to 60 years from date of issue. Form of Supplemental Indenture No. 22, incorporated herein by reference from Exhibit (4) of Form 10-Q for the period ended June 30, 1995. (x) 6-5/8% Notes due September 1, 2005. Form of Supplemental Indenture No. 23 incorporated herein by reference from Exhibit 4(a) of Form 8-K dated September 5, 1995. (xi) 7.05% Debentures due 2025. Form of Supplemental Indenture No. 24 incorporated herein by reference from Exhibit (4)(a) of Form 8-K dated November 13, 1995. (b) Form of Deposit Agreement dated as of November 25, 1992 by and between McDonald's Corporation, First Chicago Trust Company of New York, as Depositary, and the Holders from time to time of the Depositary Receipts. (c) Rights Agreement dated as of December 13, 1988 between McDonald's Corporation and The First National Bank of Chicago, incorporated herein by reference from Exhibit 1 of Form 8-K dated December 23, 1988. (i) Amendment No. 1 to Rights Agreement incorporated herein by reference from Exhibit 1 of Form 8-K dated May 25, 1989.
19 Exhibit Number Description -------------- ----------- (ii) Amendment No. 2 to Rights Agreement incorporated herein by reference from Exhibit 1 of Form 8-K dated July 25, 1990. (d) Indenture and Supplemental Indenture No. 1 dated as of September 8, 1989, between McDonald's Matching and Deferred Stock Ownership Trust, McDonald's Corporation and Pittsburgh National Bank in connection with SEC Registration Statement Nos. 33-28684 and 33-28684-01, incorporated herein by reference from Exhibit (4)(a) of Form 8-K dated September 14, 1989. (e) Form of Supplemental Indenture No. 2 dated as of April 1, 1991, supplemental to the Indenture between McDonald's Matching and Deferred Stock Ownership Trust, McDonald's Corporation and Pittsburgh National Bank in connection with SEC Registration Statement Nos. 33-28684 and 33-28684-01, incorporated herein by reference from Exhibit (4)(c) of Form 8-K dated March 22, 1991. (f) 8.35% Subordinated Deferrable Interest Debentures due 2025. Indenture incorporated herein by reference from Exhibit 99.1 of Schedule 13E-4/A Amendment No. 2 dated July 14, 1995. (g) Senior Debt Securities Indenture dated as of October 19, 1996, incorporated herein by reference from Exhibit 4(a) of Form S-3 Registration Statement, SEC File No. 333-14141. (h) Subordinated Debt Securities Indenture dated as of October 18, 1996, incorporated herein by reference from Form 8-K dated October 18, 1996. (i) 7 1/2% Subordinated Deferrable Interest Debentures due 2036. Supplemental Indenture No. 1 dated as of November 5, 1996, incorporated herein by reference from Exhibit 4(b) of Form 8-K dated as of October 18, 1996. (ii) 7 1/2% Subordinated Deferrable Interest Debentures due 2037. Supplemental Indenture No. 2 dated as of January 14, 1997, incorporated herein by reference from Form 8-K dated January 9, 1997. (iii) 7.31% Subordinated Deferrable Interest Debentures due 2027. Supplemental Indenture No. 3 dated as of September 24, 1997, incorporated by reference from Form 8-K dated September 19, 1997.
20 Exhibit Number Description -------------- ----------- (10) Material Contracts (a) Directors' Stock Plan, as amended and restated, filed herewith.* (b) Profit Sharing Program, as amended and restated, incorporated herein by reference from Form 10-K for the year ended December 31, 1995.* (i) Amendment No. 1 incorporated by reference from Form 10-Q for the quarter ended June 30, 1997. (ii) Amendment No. 2 incorporated by reference from Form 10-Q for the quarter ended June 30, 1997. (iii) Amendment No. 3 incorporated by reference from Form 10-Q for the quarter ended June 30, 1997. (c) McDonald's Supplemental Employee Benefit Equalization Plan, McDonald's Profit Sharing Program Equalization Plan and McDonald's 1989 Equalization Plan, as amended and restated, incorporated herein by reference from Form 10-K for the year ended December 31, 1995.* (d) 1975 Stock Ownership Option Plan as amended and restated, incorporated herein by reference from Exhibit (10)(d) of Form 10-Q for the quarter ended March 31, 1996*. (e) 1992 Stock Ownership Incentive Plan, incorporated by reference from Form 10-Q for the quarter ended June 30, 1997*. (f) McDonald's Corporation Deferred Income Plan, as amended and restated, filed herewith.* (g) Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit A on pages 25-28 of McDonald's 1995 Proxy Statement and Notice of 1995 Annual Meeting of Shareholders dated April 12, 1995.* (h) Employment Agreement filed herewith.* (11) Statement re: Computation of per share earnings. (12) Statement re: Computation of ratios. (27) Financial Data Schedule (99) Press Release dated November 10, 1997 "McDonald's Corporation's 1997 Biennial Analyst Meeting Opening Highlights" -------------------- * Denotes compensatory plan.
21 Exhibit Number Description -------------- ----------- (A) Other instruments defining the rights of holders of long-term registrant and all of its subsidiaries for which consolidated financial statements are required to be filed and which are not required to be registered with the Securities and Exchange Commission, are not included herein as the securities authorized under these instruments, individually, do not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. An agreement to furnish a copy of any such instruments to the Securities and Exchange Commission upon request has been filed with the Commission. (b) Reports on Form 8-K The following reports on Form 8-K were filed for the last quarter covered by this report, and subsequently up to November 12, 1997. Financial Statements Date of Report Item Number Required to be Filed -------------- ----------- -------------------- July 9, 1997 Item 7 No July 17, 1997 Item 7 No September 19, 1997 Item 5 No October 17, 1997 Item 7 No
22 Signature ----------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. McDONALD'S CORPORATION (Registrant) By /s/ Michael L. Conley ---------------------- (Signature) Michael L. Conley Executive Vice President, Chief Financial Officer November 12, 1997 ----------------- (Date)