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MCDMcDonald's

Consumer discretionary · Restaurants · NYSE
Headquarters
Chicago, IL
Next results
around Feb 10, 2027
Compare with peers → Embed

10-K 0000063908-26-000035 (2026-02-24) vs 10-K 0000063908-25-000012 (2025-02-25)

SectionCompared textWords nowChanged
Risk FactorsItem 1A6,615 6.6%
MD&AItem 75,223 14.9%
Legal ProceedingsItem 3594 0.0%
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 78 words changed in this paragraph; it is 84% similar to last year's version.
To continue to be successful in the future, we believe we must preserve, enhance and leverage the value and relevance of our brand, including our corporate purpose, mission and values. Brand value is based in part on consumer perceptions, which are affected by a variety of factors, including the nutritional content and preparation of our food, the ingredients we use, the manner in which we source commodities and general business practices across the System, including the people practices at McDonald’s restaurants. Consumer acceptance of our offerings is subject to change for a variety of reasons, and some changes can occur rapidly. For example, nutritional, health, environmental and other scientific studies and conclusions, which continuously evolve and may have contradictory implications, drive popular opinion, litigation and regulation (including initiatives intended to drive consumer behavior) in ways that affect the “informal eating out” (“IEO”) segment or perceptions of our brand, generally or relative to available alternatives. Our business could also be impacted by business incidents or practices, whether actual or perceived, particularly if they receive considerable publicity or result in litigation or governmental investigations or proceedings, as well as by our perceived position or lack of position on environmental, social responsibility, public policy, geopolitical and similar matters. In addition, we cannot ensure that franchisees or business partners will not take actions that adversely affect the value and relevance of our brand. Consumer perceptions may also be affected by adverse commentary from third parties, including through social media or conventional media outlets, regarding the quick-service category of the IEO "informal eating out" ("IEO") segment or our brand, culture, operations, suppliers or franchisees. If we are unsuccessful in addressing adverse commentary or perceptions, whether or not accurate, our brand and financial results may suffer.

Source: Item 1A, 10-K 0000063908-26-000035 vs Item 1A, 10-K 0000063908-25-000012

MD&A 71 words changed in this paragraph; it is 52% similar to last year's version.
In the first quarter of 2024, the Company changed its rounding presentation to the nearest whole number in millions of reported amounts, except per share data or as otherwise designated. The change in rounding presentation has been applied to all prior year amounts presented. In certain circumstances, this change adjusted previously reported balances, however, these changes were not significant, and no other changes were made to previously reported financial information. Additionally, certain Certain columns and rows in financial tables within management's discussion and analysis of financial condition and results of operations may not add due to rounding. Percentages have been calculated from the underlying whole-dollar amounts for all periods presented.

Source: Item 7, 10-K 0000063908-26-000035 vs Item 7, 10-K 0000063908-25-000012

Every change, by type

Sentences and paragraphs of MCD's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-25. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
Consumer acceptance of our menu offerings is subject to change for a variety of reasons, and some changes can occur rapidly. For example, health, environmental and other scientific studies and practices (such as changes to dietary guidelines or use of weight-loss medications), continuously evolve and may have contradictory implications, drive popular opinion, litigation and regulation, and alter consumer behavior in ways that affect the IEO segment or perceptions of our brand, generally or relative to available alternatives.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
In addition, the AI tools we are incorporating into certain aspects of our business may not generate the intended efficiencies, may increase our exposure to risks (both known and unknown), and could adversely impact our business results. These risks include potential operational disruptions, data integrity issues, and unintended consequences from algorithmic decision-making. Further, emerging global and U.S. regulations governing AI use – including requirements for responsible use, transparency, bias mitigation, accountability, and explainability – may impose significant compliance obligations and increase reputational risk. Failure to comply with these standards or to effectively manage associated risks, including ethical considerations such as fairness, non-discrimination, and responsible deployment, could result in regulatory penalties, litigation, operational setbacks, or adverse brand perceptions.

Read it in 10-K 2026-02-24 at sec.gov ↗

RemovedRisk Factors
ability to manage the impact of regulations and other initiatives that can affect our business plans and operations, which have increased and may continue to increase our costs of doing business and exposure to litigation, governmental investigations or other proceedings.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
coordination and alignment, over which we do not have complete control and which may be unpredictable. The standards by which certain environmental and social impact matters are measured are also evolving and subject to assumptions that could change over time.

Read it in 10-K 2025-02-25 at sec.gov ↗

RewordedRisk Factors
A failure, whether real or perceived, to address environmental and social impact matters or to achieve progress on our environmental and social impact initiatives on the anticipated timing or at all, as intended, could adversely affect our business, including by heightening other risks disclosed in these Risk Factors, such as those related to consumer behavior, consumer perceptions of our brand, brand perception, labor availability and costs, supply chain interruptions, commodity costs, and legal and regulatory complexity.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Moreover, addressing environmental and social impact matters requires Systemwide as well as third party coordination and alignment, over which we do not have complete control and which may be unpredictable.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In order to To do so, we need to anticipate and respond effectively to continuously shifting consumer demographics and industry trends in food sourcing, food and beverage preparation, food menu offerings, and consumer behavior and preferences, including with respect to the use of digital channels channels, health and wellness trends and environmental and social responsibility matters.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Many of our markets are subject to increasing, conflicting and highly prescriptive regulations legislative, regulatory or administrative developments and enforcement priorities involving, among other matters, restaurant operations, product packaging, packaging and extended producer responsibility, marketing, use of information technology systems, the nutritional and allergen content and safety of our food and other products, labeling and other disclosure practices.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Severe weather conditions, natural disasters, acts of war, terrorism or other hostilities, social and geopolitical unrest or unrest, including anti-American sentiment, and climate change (or expectations or uncertainty about them) can adversely affect consumer behavior confidence levels and confidence levels, behavior, supply availability and costs and local operations, including temporary restaurant closures and delayed new restaurant openings, in impacted markets, all of which can affect our results and prospects.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
If we are not able to predict, or quickly and effectively respond to, these changes, or if our competitors are able to do so more effectively, our financial results could be adversely impacted.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
However, food safety events, including instances of food-borne illness, have occurred within the food industry and our System from time to time (including the E. coli event in the U.S. in October 2024) and could occur in the future.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Conversely, Stakeholder expectations may vary significantly, so our taking a position, whether real or perceived, on environmental and social impact, public policy, geopolitical and similar matters could also adversely impact our business.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
In addition, we are engaging in social impact initiatives, including community engagement engagement, philanthropy, and philanthropy; as well as our commitment to inclusion.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Information technology system failures or interruptions, or breaches of network security, or misuse of technology tools may impact our operations or cause reputational harm.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
We are increasingly reliant upon technology systems, such as point-of-sale, that support our business operations, including our digital and delivery solutions, and technologies that facilitate communication and collaboration with affiliated entities, customers, employees, franchisees, suppliers, service providers or other independent third parties to conduct our business, parties, whether developed and maintained by us or provided by third parties.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedRisk Factors
Consumer perceptions may also be affected by adverse commentary from third parties, including through social media or conventional media outlets, regarding the quick-service category of the IEO "informal eating out" ("IEO") segment or our brand, culture, operations, suppliers or franchisees.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
•Comparable sales in the International Developmental Licensed Markets increased 4.6%. Positive comparable sales were led by Japan, with all geographic regions reflecting positive comparable sales.

Read it in 10-K 2026-02-24 at sec.gov ↗

RemovedMD&A
•Comparable sales in the International Developmental Licensed Markets segment decreased 0.3%. The continued impact of the war in the Middle East and negative comparable sales in China more than offset positive comparable sales in Latin America and Japan.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
•Between 4% and 5% net new restaurant unit growth, targeting 50,000 global units by 2027 with a run rate of about 1,000 gross restaurant openings across the U.S. and International Operated Markets segments in 2027; and

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
•Free cash flow conversion rate targeted to be in the 90% range, with the conversion percentage likely below this target during a period of heightened investments.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
The Company’s Systemwide sales and revenue have continued to be negatively impacted by the war in the Middle East, primarily in the International Developmental Licensed Markets & Corporate segment, where the majority of restaurants are under a developmental license or affiliate arrangement. The Company is monitoring the evolving situation, which it expects to continue to have a negative impact on Systemwide sales and revenue until the war concludes and the macroeconomic conditions recover. The Company generally does not invest any restaurant capital under a developmental license or affiliate arrangement, and it receives a royalty based on a percent of sales, and generally receives initial fees upon the opening of a new restaurant or grant of a new license.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
In millions 2024 2023 2022 Gains on sales of restaurant businesses $ (94) $ (103) $ (60) Equity in earnings of unconsolidated affiliates (157) (153) (113) Asset dispositions and other (income) expense, net 100 (7) 137 Impairment and other charges (gains), net 291 362 1,010 Total $ 139 $ 99 $ 974

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
As of December 31, 2024, numerous countries have enacted the Organization of Economic Corporation and Development’s framework on a global minimum tax (referred to as “Pillar 2”), with the earliest effective date for taxable years beginning after December 31, 2023. The enactment did not have a material impact on the Company's 2024 consolidated financial statements. We will continue to evaluate and monitor as additional guidance becomes available.

Read it in 10-K 2025-02-25 at sec.gov ↗

RewordedMD&A
Operating results 2025 2024 2023 2022 Dollars and shares in millions, except per share data Amount Increase/ (decrease) Amount Increase/ (decrease) Amount Revenues Revenues from franchised restaurants $ 16,548 5% $ 15,715 2 2% $ 15,437 9% $ 14,106 Sales by Company-owned and operated restaurants 9,690 (1) 9,782 — 9,742 11 8,748 Other revenues 647 53 423 34 316 (4) 329 Total revenues 26,885 4 25,920 2 25,494 10 23,183 Operating costs and expenses Franchised restaurants-occupancy expenses 2,618 3 2,536 2 2,475 5 2,350 Company-owned and operated restaurant expenses 8,268 (1) 8,334 1 8,224 11 7,381 Other restaurant expenses 564 66 339 46 232 (5) 245 Selling, general & administrative expenses Depreciation and amortization 457 2 447 17 382 3 370 Other 2,583 7 2,412 (1) 2,435 (2) 2,492 Other operating (income) expense, net 2 (98) 139 41 99 (90) 974 Total operating costs and expenses 14,492 2 14,208 3 13,847 — 13,812 Operating income 12,393 6 11,712 1 11,647 — 9,371 Interest expense 1,582 5 1,506 11 1,361 13 1,207 Nonoperating (income) expense, net (87) (38) (139) (41) (236) n/m 339 Income before provision for income taxes 10,897 5 10,345 (2) 10,522 34 7,825 Provision for income taxes 2,334 10 2,121 3 2,053 25 1,648 Net income $ 8,563 4% $ 8,223 (3 (3)% $ 8,469 37% $ 6,177 Earnings per common share—diluted $ 11.95 5% $ 11.39 (1 (1)% $ 11.56 39% $ 8.33 Weighted-average common shares outstanding— 716.4 (1)% 721.9 (1 (1)% 732.3 (1)% 741.3 diluted

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
In 2024, 2025, impairment and other charges (gains), net reflected pre-tax charges of $221 $229 million, primarily related to restructuring charges associated with the Company's internal effort to modernize ways of working (Accelerating the Organization) and net pre-tax charges of $70 million, primarily consisting of transaction costs, property sale gains and non-cash impairment charges associated with the sale of McDonald's business in South Korea and transaction costs associated with the acquisition of McDonald's business in Israel. Organization).

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Earnings and cash flow growth rates presented below were impacted in 2025 and 2024 by restructuring charges associated with Accelerating the Organization and net charges primarily consisting of transaction costs, property sale gains and non-cash impairment charges associated with the sale of McDonald's business in South Korea and transaction costs associated with the acquisition of McDonald's business in Israel. Organization.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Amount Increase/(decrease) Increase/(decrease) excluding currency translation Dollars in millions 2025 2024 2023 2022 2025 2024 2023 2025 2024 2023 U.S. $ 653 $ 654 $ 661 $ 692 (1 (5 (1 (5 —% (1)% —% (1) International Operated Markets 705 631 635 629 12 (1) 1 9 (1) — International Developmental Licensed Markets & Corporate(1) 1,682 1,573 1,521 1,541 7 3 (1) 7 3 (1) Total Selling, General & Administrative Expenses $ 3,039 $ 2,858 $ 2,817 $ 2,863 6% 1% 6% 1 (2 1 (2 Less:

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Net Income Reconciliation Amount Increase/(decrease) Increase/(decrease) excluding currency translation 2025 2024 2023 2024 2024 2025 2025 GAAP net income $ 8,223 $8,469 (3 (2 (Gains)/Charges 8,563 $8,223 4% 3% (Gains)/Charges, net of tax 178 236 274 Non-GAAP net income $ 8,459 $8,742 (3) (3) 8,741 $8,459 3% 2%

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Amount Increase/(decrease) Increase/(decrease) excluding currency translation Dollars in millions 2025 2024 2023 2024 2024 2025 2025 GAAP operating income $ 12,393 $ 11,712 $ 11,647 1% 1% 6% 4% (Gains)/charges 229 291 362 Non-GAAP operating income $ 12,621 $ 12,003 $ 12,009 —% —% 5% 3% Non-GAAP operating margin 46.9 % 46.3 % 47.1 %

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The Company’s Other revenues are primarily comprised of fees paid by franchisees to recover a portion of costs incurred by the Company for various technology platforms, and digital platforms and revenues from brand licensing arrangements to market and sell consumer packaged goods using the McDonald’s brand and, for periods prior to its sale on April 1, 2022, third-party revenues for the Company's Dynamic Yield business. brand.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The decrease increase in 2024 2025 net income and diluted earnings per common share was primarily driven by higher interest expense, a higher effective tax rate and lower non-operating income, partly offset by higher sales-driven Franchised margins and lower weighted-average shares outstanding. margins.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The Globally, the Company expects to open approximately 2,600 restaurants in 2026, with about 600 750 restaurants opening in the U.S. and International Operated Markets segments, Markets, and that developmental licensees and affiliates will contribute contributing capital towards about 1,600 more than 1,800 restaurant openings in their respective markets.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Diluted Earnings Per Common Share Reconciliation Amount Increase/(decrease) Increase/(decrease) excluding currency translation 2025 2024 2023 2024 2024 2025 2025 GAAP earnings per share-diluted $ 11.39 $11.56 (1 (1 11.95 $11.39 5% 4% (Gains)/Charges 0.25 0.33 0.38 Non-GAAP earnings per share-diluted $ 11.72 $11.94 (2) (1) 12.20 $11.72 4% 3%

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
The increase decrease was primarily due to the Company's increased ownership stake in McDonald's China business, the acquisition of McDonald's business Grand Foods Holding in Israel and higher capital expenditures due to restaurant development initiatives. 2024.

Read it in 10-K 2026-02-24 at sec.gov ↗

RewordedMD&A
Earnings and cash flow growth rates presented below Additionally, 2024 results were also impacted in 2024 by restructuring charges associated with Accelerating the Organization and net charges primarily consisting of transaction costs, property sale gains and non-cash impairment charges associated with the sale of McDonald's business in South Korea and transaction costs associated with the acquisition of McDonald's business in Israel.

Read it in 10-K 2026-02-24 at sec.gov ↗

Quiet changesMD&A
Additionally, certain Certain columns and rows in financial tables within management's discussion and analysis of financial condition and results of operations may not add due to rounding.

Read it in 10-K 2026-02-24 at sec.gov ↗

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