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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


 

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

 

For the fiscal year ended December 31, 2003

 

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

incorporation or organization)

 

(I.R.S. Employer

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class


 

Name of each exchange

on which registered


Common stock, $.01 par value

  New York Stock Exchange                
    Chicago Stock Exchange                

8 7/8%    Debentures due 2011

  New York Stock Exchange                

7.05%    Debentures due 2025

  New York Stock Exchange                

7.31%    Subordinated Deferrable Interest Debentures due 2027

  New York Stock Exchange                

6 3/8%    Debentures due 2028

  New York Stock Exchange                

 

Securities registered pursuant to Section 12(g) of the Act:

 

None

 


 

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  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

 

The aggregate market value of voting common equity held by non-affiliates of the registrant was $28,033,465,369 as of June 30, 2003. The number of shares of common stock outstanding was 1,261,748,725 as of January 31, 2004.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Parts II and III of this Form 10-K incorporate information by reference from the registrant’s 2004 definitive proxy statement which will be filed no later than 120 days after December 31, 2003.

 



Part I

 


Item 1. Business

 

McDonald’s Corporation, the registrant, together with its subsidiaries, is referred to herein as the “Company.”

 

(a) GENERAL DEVELOPMENT OF BUSINESS

 

During 2003, there have been no significant changes to the Company’s corporate structure or material changes in the Company’s method of conducting business.

 

(b) FINANCIAL INFORMATION ABOUT SEGMENTS

 

Segment data for the years ended December 31, 2003, 2002 and 2001 are included in Part II, Item 8, page 35 of this Form 10-K.

 

(c) NARRATIVE DESCRIPTION OF BUSINESS

 

General

 

The Company primarily operates and franchises McDonald’s restaurants in the food service industry. These restaurants serve a varied, yet limited, value-priced menu (see Products) in more than 100 countries around the world.

 

The Company also operates Boston Market and Chipotle Mexican Grill in the U.S. and has a minority ownership interest in U.K.-based Pret A Manger. In December 2003, the Company sold its Donatos Pizzeria business.

 

Since McDonald’s restaurant business comprises virtually all of the Company’s consolidated operating results, this narrative primarily relates to that business, unless otherwise noted.

 

All restaurants are operated either by the Company, by independent entrepreneurs under the terms of franchise arrangements (franchisees), or by affiliates operating under license agreements.

 

The Company’s operations are designed to assure consistency and high quality at every McDonald’s restaurant. When granting franchises and forming joint-ventures, the Company is selective and is not in the practice of franchising to or partnering with investor groups or passive investors.

 

Under the conventional franchise arrangement, franchisees provide capital by initially investing in the equipment, signs, seating and décor of their restaurant businesses, and by reinvesting in the business over time. The Company generally shares the investment by owning or leasing the land and building. Franchisees contribute to the Company’s revenue stream through payment of rent and service fees based upon a percent of sales, with specified minimum rent payments, along with initial fees. The conventional franchise arrangement typically lasts 20 years and franchising practices are generally consistent throughout the world. A discussion regarding site selection is included in Part I, Item 2, page 5 of this Form 10-K.

 

The Company, its franchisees and affiliates purchase food, packaging, equipment and other goods from numerous independent suppliers that have been approved by the Company. The Company has established and strictly enforces high-quality standards. The Company has quality assurance labs around the world to ensure that our high standards are consistently met. The quality assurance process not only involves ongoing product reviews, but also on-site inspections of suppliers’ facilities. Further, a Quality Assurance Board, composed of the Company’s technical, safety and supply chain specialists, provides strategic global leadership for all aspects of food quality and safety. In addition, the Company works closely with suppliers to encourage innovation, assure best practices and drive continuous improvement.

 

Independently owned and operated distribution centers, also approved by the Company, distribute products and supplies to most McDonald’s restaurants. In addition, restaurant personnel are trained in the proper storage, handling and preparation of our products and in the delivery of customer service.

 

McDonald’s global brand is well known. Marketing, promotional and public relations activities are designed to nurture McDonald’s brand image and differentiate the Company from competitors. Marketing and promotional efforts focus on value, food taste and the customer experience. In addition, the Company is focused on being a leader in social responsibility, as the Company believes it is important to give back to the people and communities around the world who are responsible for our success.

 

Products

 

McDonald’s restaurants offer a substantially uniform menu. In addition, McDonald’s tests new products on an ongoing basis.

 

McDonald’s menu includes hamburgers and cheeseburgers, Big Mac, Quarter Pounder with Cheese, Big N’ Tasty, Filet-O-Fish, several chicken sandwiches, Chicken McNuggets, french fries, Premium Salads, milk shakes, McFlurry desserts, sundaes and soft serve cones, pies, cookies, and soft drinks and other beverages. In addition, the restaurants sell a variety of other products during limited-time promotions.

 

McDonald’s restaurants in the U.S. and certain international markets are open during breakfast hours and offer a full- or limited-breakfast menu. Breakfast offerings may include Egg McMuffin, Sausage McMuffin with Egg, McGriddle, biscuit and bagel sandwiches, hotcakes and muffins.

 

Chipotle serves gourmet burritos and tacos. Boston Market is a home-meal replacement concept serving chicken, meatloaf and a variety of other main and side dishes. Pret A Manger is a quick-service food concept that serves mainly prepared and packaged cold sandwiches, snacks and drinks during lunchtime.

 

McDonald’s Corporation    3


Intellectual property

 

The Company owns valuable intellectual property including trademarks, service marks, patents, copyrights, trade secrets and other proprietary information, some of which, including “McDonald’s,” “The Golden Arches Logo,” “Ronald McDonald,” “Big Mac” and other related marks, are of material importance to the Company’s business. Depending on the jurisdiction, trademarks generally are valid as long as they are used or registered. Patents and licenses are of varying remaining durations.

 

Seasonal operations

 

The Company does not consider its operations to be seasonal to any material degree.

 

Working capital practices

 

Information about the Company’s working capital practices is incorporated herein by reference to Management’s discussion and analysis of financial condition and results of operations for the years ended December 31, 2003, 2002 and 2001 in Part II, Item 7, pages 9 through 23, and the Consolidated statement of cash flows for the years ended December 31, 2003, 2002 and 2001 in Part II, Item 8, page 27 of this Form 10-K.

 

Customers

 

The Company’s business is not dependent upon a single customer or small group of customers.

 

Backlog

 

Company-operated restaurants have no backlog orders.

 

Government contracts

 

No material portion of the business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. government.

 

Competition

 

McDonald’s restaurants compete with international, national, regional and local retailers of food products. The Company competes on the basis of price, convenience and service and by offering quality food products. The Company’s competition in the broadest perspective includes restaurants, quick-service eating establishments, pizza parlors, coffee shops, street vendors, convenience food stores, delicatessens and supermarkets.

 

In the U.S., there were about 527,000 restaurants that generated $340 billion in annual sales in 2003. McDonald’s restaurant business accounts for 2.6% of those restaurants and 6.5% of the sales. No reasonable estimate can be made of the number of competitors outside the U.S.

 

Research and development

 

The Company operates a research and development facility in Illinois. While research and development activities are important to the Company’s business, these expenditures are not material. Independent suppliers also conduct research activities that benefit the McDonald’s System, which includes franchisees and suppliers as well as the Company, its subsidiaries and joint ventures.

 

Environmental matters

 

The Company is not aware of any federal, state or local environmental laws or regulations that will materially affect its earnings or competitive position or result in material capital expenditures. However, the Company cannot predict the effect on its operations of possible future environmental legislation or regulations. During 2003, there were no material capital expenditures for environmental control facilities and no such material expenditures are anticipated.

 

Number of employees

 

During 2003, the Company’s average number of employees worldwide, including Company-operated restaurant employees, was approximately 418,000. This includes employees at McDonald’s Company-operated restaurants as well as other restaurant concepts operated by the Company.

 


(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

 

Financial information about geographic areas is incorporated herein by reference to Management’s discussion and analysis of financial condition and results of operations in Part II, Item 7, pages 9 through 23 and Segment and geographic information in Part II, Item 8, page 35 of this Form 10-K.


 

(e) AVAILABLE INFORMATION

 

The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (Exchange Act). The Company therefore files periodic reports, proxy statements and other information with the Securities and Exchange Commission (SEC). Such reports may be obtained by visiting the Public Reference Room of the SEC at 450 Fifth Street NW, Washington, D.C. 20549, or by calling the SEC at (800) SEC-0330. In addition, the SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

 

Financial and other information can be accessed on the investor section of the Company’s website at www.mcdonalds.com. The Company makes available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 (a) or 15 (d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of financial and other information are available free of charge by calling (630) 623-7428 or by sending a request to McDonald’s Corporation Investor Relations Service Center, Department 300, Kroc Drive, Oak Brook, Illinois 60523.

 

Also posted on McDonald’s website are the Company’s Corporate Governance Principles, the charters of McDonald’s Audit Committee, Compensation Committee and Governance Committee, the Company’s Standards of

 

4    McDonald’s Corporation


Business Conduct, the Code of Ethics for the Chief Executive Officer and Financial Officers and the Code of Conduct for the Board of Directors. Copies of these documents are also available free of charge by calling (630) 623-7428 or by sending a request to McDonald’s Investor Relations Service Center, Department 300, Kroc Drive, Oak Brook, IL 60523.

 

Information on our website is not incorporated into this Form 10-K or our other securities filings and is not a part of them.

 


Item 2. Properties

 

The Company identifies and develops sites that offer convenience to customers and long-term sales and profit potential to the Company. To assess potential, the Company analyzes traffic and walking patterns, census data, school enrollments and other relevant data. The Company’s experience and access to advanced technology aid in evaluating this information. The Company generally owns the land and building or secures long-term leases for restaurant sites, which ensures long-term occupancy rights and helps control related costs. Restaurant profitability for both the Company and franchisees is important; therefore, ongoing efforts are made to control average development costs through construction and design efficiencies, standardization and by leveraging the Company’s global sourcing network. Additional information about the Company’s properties is included in Management’s discussion and analysis of financial condition and results of operations in Part II, Item 7, pages 9 through 23 and in Financial statements and supplementary data in Part II, Item 8, pages 24 through 41 of this Form 10-K.

 


Item 3. Legal proceedings

 

The Company has pending a number of lawsuits which have been filed from time to time in various jurisdictions. These lawsuits cover a broad variety of allegations spanning the Company’s entire business. The following is a brief description of the more significant of these categories of lawsuits. In addition, the Company is subject to various federal, state and local regulations that impact various aspects of its business, as discussed below. The Company does not believe that any such claims, lawsuits or regulations will have a material adverse effect on its financial condition or results of operations.

 

FRANCHISING

 

A substantial number of McDonald’s restaurants are franchised to independent entrepreneurs operating under contractual arrangements with the Company. In the course of the franchise relationship, occasional disputes arise between the Company and its franchisees relating to a broad range of subjects including, but not limited to, quality, service and cleanliness issues, contentions regarding grants or terminations of franchises, payments of rents, franchisee claims for additional franchises or rewrites of franchises, and delinquent payments. Additionally, occasional disputes arise between the Company and individuals who claim they should have been granted a McDonald’s franchise.

 

SUPPLIERS

 

The Company and its affiliates and subsidiaries do not supply, with minor exceptions outside the U.S., food, paper or related items to any McDonald’s restaurants. The Company relies upon numerous independent suppliers that are required to meet and maintain the Company’s high standards and specifications. On occasion, disputes arise between the Company and its suppliers on a number of issues including, by way of example, compliance with product specifications and the Company’s business relationship with suppliers. In addition, disputes occasionally arise on a number of issues between the Company and individuals or entities who claim that they should be (or should have been) granted the opportunity to supply products or services to the Company’s restaurants.

 

EMPLOYEES

 

Thousands of people are employed by the Company and in restaurants owned and operated by subsidiaries of the Company. In addition, thousands of people from time to time seek employment in such restaurants. In the ordinary course of business, disputes arise regarding hiring, firing and promotion practices.

 

CUSTOMERS

 

The Company’s restaurants serve a large cross-section of the public. In the course of serving so many people, disputes arise as to products, service, accidents, advertising, nutritional and other disclosures as well as other matters typical of an extensive restaurant business such as that of the Company.

 

INTELLECTUAL PROPERTY

 

The Company has registered trademarks and service marks, patents and copyrights, some of which are of material importance to the Company’s business. From time to time, the Company may become involved in litigation to defend and protect the use of its intellectual property.

 

GOVERNMENT REGULATIONS

 

Local, state and federal governments have adopted laws and regulations involving various aspects of the restaurant business including, but not limited to, franchising, health, safety, environment, zoning and employment. The Company strives to comply with all applicable existing statutory and administrative rules and cannot predict the effect on its operations from the issuance of additional requirements in the future.

 

McDonald’s Corporation    5



Item 4. Submission of matters to a vote of shareholders

 

None.

 


The following are the Executive Officers of our Company:

 

Claire H. Babrowski, 46, is Corporate Senior Executive Vice President and Chief Restaurant Operations Officer, a position to which she was appointed in December 2003. From June 2001 to December 2003 she was President of McDonald’s Asia/Pacific, Middle East and Africa. From January 2000 to June 2001 she was Executive Vice President, Worldwide Restaurant Systems; from June 1998 to January 2000 she was Executive Vice President, U.S. Restaurant Systems; and from May 1997 to June 1998 she was Senior Vice President, U.S. Restaurant Systems. Ms. Babrowski has been with the Company for 26 years.

 

Charles H. Bell, 43, is President and Chief Operating Officer, a position to which he was appointed effective January 2003. From June 2001 to December 2002 he was President of McDonald’s Europe; from September 1999 to June 2001 he was President of McDonald’s Asia/Pacific, Middle East and Africa; and from 1993 to September 1999 he was Managing Director of McDonald’s Australia. Mr. Bell has been with the Company for 28 years.

 

James R. Cantalupo, 60, is Chairman and Chief Executive Officer, a position to which he was appointed effective January 2003. From January to December 2002 he was Vice Chairman, Emeritus and President, Emeritus. From December 1999 to December 2001 he was Vice Chairman and President. From August 1998 to December 1999 he was Vice Chairman, Chairman and Chief Executive Officer of McDonald’s International. From January 1992 to August 1998 he was President and Chief Executive Officer, McDonald’s International. Mr. Cantalupo has been with the Company for 30 years.

 

M. Lawrence Light, 62, is Corporate Executive Vice President–Global Chief Marketing Officer. He has served in that position since joining the Company in September 2002. Prior to joining McDonald’s he was President and Chief Executive Officer of Arcature, a brand consultancy. Mr. Light has been with the Company for less than two years.

 

Matthew H. Paull, 52, is Corporate Executive Vice President and Chief Financial Officer, a position to which he was elected in July 2001. Prior to that time he served as Senior Vice President, Corporate Tax and Finance from December 2000 to July 2001, Senior Vice President from January 2000 to December 2000 and Vice President from June 1993 to January 2000. Mr. Paull has been with the Company for 10 years.

 

David M. Pojman, 44, is Corporate Senior Vice President–Controller, a position he has held since March 2002. He served as Vice President and Assistant Corporate Controller from January 2000 to March 2002; and from July 1997 to January 2000 he served as Vice President-International Controller. Mr. Pojman has been with the Company for 21 years.

 

Michael J. Roberts, 53, is President–McDonald’s USA, a position he has held since June 2001. From July 1997 to June 2001 he was President, West Division. Mr. Roberts has been with the Company for 26 years.

 

Gloria Santona, 53, is Corporate Executive Vice President, General Counsel and Secretary, a position she has held since July 2003. From June 2001 to July 2003 she was Corporate Senior Vice President, General Counsel and Secretary. From December 2000 to June 2001 she was Vice President, U.S. General Counsel and Secretary. From March 1997 to December 2000 she was Vice President, Deputy General Counsel and Secretary. Ms. Santona has been with the Company for 26 years.

 

James A. Skinner, 59, is Vice Chairman. Mr. Skinner was appointed to his current position effective January 2003. He served as President and Chief Operating Officer of McDonald’s Worldwide Restaurant Group from February 2002 to December 2002. Prior to that, he served as President and Chief Operating Officer of McDonald’s Europe, Asia/Pacific, Middle East and Africa from June 2001 to February 2002; and President of McDonald’s Europe from December 1997 to June 2001. Mr. Skinner has been with the Company for 33 years.

 

Russell P. Smyth, 47, is President–McDonald’s Europe, a position to which he was appointed in January 2003. He served as President of Partner Brands from December 2001 to January 2003; International Relationship Partner for Southeast and Central Asia from May 1999 to December 2001; and Vice President of the Latin America Group from July 1996 to May 1999. Mr. Smyth has been with the Company for 20 years.

 

6    McDonald’s Corporation


Part II

 


Item 5. Market for registrant’s common equity, related shareholder matters and issuer purchases of equity securities

 

The Company’s common stock trades under the symbol MCD and is listed on the New York and Chicago stock exchanges in the U.S.

 

The following table sets forth the common stock price ranges on the New York Stock Exchange composite tape and dividends declared per common share.

 

DOLLARS PER

SHARE


   2003

   2002

   High

   Low

   Dividend

   High

   Low

   Dividend

Quarter:

                             

First

   17.38    12.12    —      29.06    25.38    —  

Second

   22.95    13.88    —      30.72    27.00    —  

Third

   24.37    20.40    .400    28.62    17.42    —  

Fourth

   27.01    23.01    —      19.95    15.17    .235
    
  
  
  
  
  

Year

   27.01    12.12    .400    30.72    15.17    .235
    
  
  
  
  
  

 

The approximate number of shareholders of record and beneficial owners of the Company’s common stock as of January 31, 2004 was estimated to be 953,000.

 

Given the Company’s returns on equity and assets, management believes it is prudent to reinvest a significant portion of earnings back into the business and use excess cash flow for debt repayments and returning cash to shareholders either through share repurchases or dividends. The Company has paid dividends on common stock for 28 consecutive years through 2003 and has increased the dividend amount at least once every year. As in the past, future dividends will be considered after reviewing returns to shareholders, profitability expectations and financing needs and will be declared at the discretion of the Company’s Board of Directors.

 

EQUITY COMPENSATION PLAN INFORMATION

 

Information regarding equity compensation plans is incorporated herein by reference from the Company’s definitive proxy statement which will be filed no later than 120 days after December 31, 2003.

 

McDonald’s Corporation    7



Item 6. Selected financial data

 

11-year summary

 

DOLLARS IN MILLIONS,

EXCEPT PER SHARE DATA


  2003

    2002

    2001

    2000

  1999

  1998

    1997

  1996

  1995

  1994

  1993

Company-operated sales

  $ 12,795     11,500     11,041     10,467   9,512   8,895     8,136   7,571   6,863   5,793   5,157

Franchised and affiliated revenues

  $ 4,345     3,906     3,829     3,776   3,747   3,526     3,273   3,116   2,932   2,528   2,251
   


 

 

 
 
 

 
 
 
 
 

Total revenues

  $ 17,140     15,406     14,870     14,243   13,259   12,421     11,409   10,687   9,795   8,321   7,408
   


 

 

 
 
 

 
 
 
 
 

Operating income

  $ 2,832 (1)   2,113 (2)   2,697 (3)   3,330   3,320   2,762 (4)   2,808   2,633   2,601   2,241   1,984

Income before taxes and cumulative effect of accounting changes

  $ 2,346 (1)   1,662 (2)   2,330 (3)   2,882   2,884   2,307 (4)   2,407   2,251   2,169   1,887   1,676

Net income

  $ 1,471 (1,5)   893 (2,6)   1,637 (3)   1,977   1,948   1,550 (4)   1,642   1,573   1,427   1,224   1,083
   


 

 

 
 
 

 
 
 
 
 

Cash provided by operations

  $ 3,269     2,890     2,688     2,751   3,009   2,766     2,442   2,461   2,296   1,926   1,680

Capital expenditures

  $ 1,307     2,004     1,906     1,945   1,868   1,879     2,111   2,375   2,064   1,539   1,317

Treasury stock purchases

  $ 439     687     1,090     2,002   933   1,162     765   605   321   500   628
   


 

 

 
 
 

 
 
 
 
 

Financial position at year end:

                                                     

Total assets

  $ 25,525     23,971     22,535     21,684   20,983   19,784     18,242   17,386   15,415   13,592   12,035

Total debt

  $ 9,731     9,979     8,918     8,474   7,252   7,043     6,463   5,523   4,836   4,351   3,713

Total shareholders’ equity

  $ 11,982     10,281     9,488     9,204   9,639   9,465     8,852   8,718   7,861   6,885   6,274

Shares outstanding

In millions

    1,262     1,268     1,281     1,305   1,351   1,356     1,371   1,389   1,400   1,387   1,415
   


 

 

 
 
 

 
 
 
 
 

Per common share:

                                                     

Net income–basic

  $ 1.16 (1,5)   .70 (2,6)   1.27 (3)   1.49   1.44   1.14 (4)   1.17   1.11   .99   .84   .73

Net income–diluted

  $ 1.15 (1,5)   .70 (2,6)   1.25 (3)   1.46   1.39   1.10 (4)   1.15   1.08   .97   .82   .71

Dividends declared

  $ .40     .24     .23     .22   .20   .18     .16   .15   .13   .12   .11

Market price at year end

  $ 24.83     16.08     26.47     34.00   40.31   38.41     23.88   22.69   22.56   14.63   14.25
   


 

 

 
 
 

 
 
 
 
 

Company-operated restaurants

    8,959     9,000     8,378     7,652   6,059   5,433     4,887   4,294   3,783   3,216   2,733

Franchised restaurants

    18,132