Obligation MacDonald's 4% ( XS0592505316 ) en EUR

MacDonald's

100 % ▼

Etas-Unis

XS0592505316 ( en EUR )

4% par an ( paiement annuel )

17/02/2021 - Obligation échue

Prospectus brochure de l'obligation McDonalds XS0592505316 en EUR 4%, échue

100 000 EUR

350 000 000 EUR

McDonald's est une chaîne de restauration rapide multinationale américaine qui sert des hamburgers, des frites, des boissons gazeuses et d'autres articles de restauration rapide dans le monde entier.

L'Obligation émise par MacDonald's ( Etas-Unis ) , en EUR, avec le code ISIN XS0592505316, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/02/2021

BASE PROSPECTUS
McDonald's Corporation
(Incorporated in the State of Delaware, United States of America)

as Issuer

U.S.$5,000,000,000

PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
__________________________

Application has been made to the Luxembourg Stock Exchange for Notes (the "Notes") issued under the Program for
the Issuance of Global Medium-Term Notes (the "Program") described in this Base Prospectus (the "Base Prospectus") to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the
Luxembourg Stock Exchange. However, Notes may also be issued under the Program that are admitted to trading on other
markets or not listed on any exchange. Further, Notes that are initially listed on an exchange may subsequently be de-listed, as
described in the section "European Union Transparency Directive," contained herein, or at the Issuer's option if other statutory
requirements become impracticable or unduly burdensome. This Base Prospectus will be updated on an annual basis.

Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Notes may not be offered, sold or delivered within the United States of America (the "United States" or the "U.S.")
or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act),
unless the Notes are registered under the Securities Act or an exemption therefrom is available.

The Issuer is authorized to borrow up to U.S.$5,000,000,000, or the equivalent thereof in foreign currencies, by
means of incurring any form of indebtedness, including by issuing Notes under the Program.

An investment in Notes issued under the Program involves certain risks. For a discussion of these risks, see the
"Risk Factors" section contained in this Base Prospectus.
__________________________

Arranger for the Program

MORGAN STANLEY
__________________________

Dealers

AUSTRALIA AND NEW ZEALAND BANKING GROUP LTD
BARCLAYS CAPITAL
BBVA
BNP PARIBAS
BOFA MERRILL LYNCH
CITI
COMMERZBANK
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
ING COMMERCIAL BANKING
J.P. MORGAN
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
MIZUHO INTERNATIONAL PLC
MORGAN STANLEY
RABOBANK INTERNATIONAL
RBC CAPITAL MARKETS
SCOTIA CAPITAL INC.
SMBC NIKKO CAPITAL MARKETS LIMITED
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
STANDARD CHARTERED BANK
THE ROYAL BANK OF SCOTLAND
UNICREDIT BANK
WELLS FARGO SECURITIES
WESTPAC BANKING CORPORATION

November 18, 2010

McDonald's Corporation (the "Issuer," the "Company" and the "Responsible Person") accepts responsibility for the
information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer (having taken all
reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Certain information contained in this Base Prospectus has been extracted from third party sources. The Issuer
confirms that such information has been accurately reproduced and that, so far as the Issuer is aware, and is able to ascertain
from information published by such third party sources, no facts have been omitted that would render the reproduced
information inaccurate or misleading.
Subject as provided in the applicable Final Terms (as defined herein), the only persons authorized to use this Base
Prospectus (and, therefore, acting in association with the Issuer) in connection with an offer of Notes are the persons named in
the applicable Final Terms as the relevant Dealer/Manager or Dealers/Managers.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Final Terms of the
Notes herein, in which event a prospectus supplement or further Base Prospectus, if appropriate, will be made available that
will describe the effect of agreement reached in relation to such Notes.
This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference and, in relation to any Series (as defined herein) of Notes, should be read and construed together
with the relevant Final Terms.
No person has been authorized by the Issuer to give any information or to make any representation that is not
contained in, or is otherwise inconsistent with, this Base Prospectus or any other document entered into in relation to the
Program or any information supplied by the Issuer or such other information as is in the public domain and, if given or made,
such information or representation should not be relied upon as having been authorized by the Issuer or any Dealer. Neither
the Issuer nor any Dealer takes any responsibility for any other information that others may give you.
See "Risk Factors" beginning on Page 12 for a discussion of certain factors to be considered in connection with an
investment in the Notes.
This Base Prospectus, together with any prospectus supplement, is a "base prospectus" for the purposes of Article 5.4
of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and its implementing rules and regulations.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions, including in the United States and the United Kingdom, may be restricted by law. Persons into whose
possession this Base Prospectus or any Final Terms come are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and
on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see the section
"Subscription and Sale" contained herein. In particular, the Notes have not been and will not be registered under the
Securities Act, and may include Notes in bearer form that are subject to U.S. tax law requirements. Notes may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in
Regulation S under the Securities Act), unless the Notes are registered under the Securities Act or an exemption therefrom is
available. Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful
to make such an offer or solicitation.
To the extent that the offer of any Notes is made in any European Economic Area ("EEA") Member State that has
implemented the Prospectus Directive before the date of publication of a valid prospectus in relation to such Notes which has
been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or, where
appropriate, published in accordance with the Prospectus Directive and notified to the competent authority in that Member
State in accordance with the Prospectus Directive), the offer is only addressed to qualified investors in that Member State
within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do not require the
Issuer to publish a prospectus pursuant to the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange for Notes to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
The Luxembourg Stock Exchange's regulated market is a regulated market for purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC). Notes to be issued under the Program may be admitted to listing and trading
and/or quotation on other or further stock exchanges. The Issuer may elect to issue Notes under the Program that will not be
listed on any stock exchange.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer or any Dealer that any recipient of this Base
2

Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any
Final Terms shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of the
Issuer.
The Dealers have not separately verified the information contained in this Base Prospectus. No representation or
warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their
respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the
information relating to the Issuer contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall,
in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the
date thereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has
been no material adverse change in the financial situation of the Issuer since the date thereof or, as the case may be, the date
upon which this Base Prospectus has been most recently amended or supplemented or the balance sheet date of the most
recent financial statements which are deemed to be incorporated into this Base Prospectus by reference, or that any other
information supplied in connection with the Program is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
All references in this Base Prospectus to "U.S. dollars," "U.S.$" or "$" are to the lawful currency of the United
States, all references to "£" or "pounds sterling" are to the lawful currency of the United Kingdom, all references to "A$" or
"Australian dollars" are to the lawful currency of the Commonwealth of Australia and all references to "euro" and "" are
to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on
the Functioning of the European Union, as amended.
In connection with the issue of any Tranche (as defined herein) of Notes, the Dealer or Dealers (if any) named
as the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the applicable Final Terms
may over-allot Notes or effect transactions (outside Australia and on a market operated outside Australia) with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there
is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) will
undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment must be
conducted by the relevant Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in
accordance with all applicable laws and rules.
Any person intending to acquire or acquiring any Notes (an "Investor") from any person (an "Offeror") should be
aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the
Investor for this Base Prospectus only if the Issuer is acting in association with, or has authorized, that Offeror to make the
offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in
association with, or is authorized by, the Issuer. If the Offeror is not acting in association with, or authorized by, the Issuer,
then the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of
Article 6 of the Prospectus Directive as implemented by the national legislation of each Member State of the EEA in the
context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this
Base Prospectus and/or who is responsible for its contents, then it should seek legal advice.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes
to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such
Offeror and such Investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any
such arrangements with Investors (other than the Arranger and the Dealers) in connection with the offer or sale of the Notes
and, accordingly, this Base Prospectus and any Final Terms will not contain such information. The Investor must look to the
Offeror at the time of such offer for the provision of such information. The Issuer has no responsibility to an Investor in
respect of such information.

3

TABLE OF CONTENTS
SUMMARY .......................................................................................................................................................................................... 5
RISK FACTORS ................................................................................................................................................................................ 12
GENERAL DESCRIPTION OF THE PROGRAM .......................................................................................................................... 20
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................................. 21
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................................................................................ 39
EUROPEAN UNION TRANSPARENCY DIRECTIVE ................................................................................................................. 41
FORM OF FINAL TERMS ............................................................................................................................................................... 42
MCDONALD'S CORPORATION ................................................................................................................................................... 52
USE OF PROCEEDS ......................................................................................................................................................................... 65
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ......................................................................... 66
FINANCIAL INFORMATION ......................................................................................................................................................... 67
UNITED STATES TAXATION ...................................................................................................................................................... 104
EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME ................................................................ 106
LUXEMBOURG TAXATION ........................................................................................................................................................ 106
SUBSCRIPTION AND SALE ......................................................................................................................................................... 108
EXPERTS ......................................................................................................................................................................................... 112
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................................. 112
GENERAL INFORMATION .......................................................................................................................................................... 114

4

SUMMARY

This summary must be read as an introduction to this Base Prospectus, and any decision to invest in the Notes should
be based on a consideration of this Base Prospectus as a whole, including any supplement hereto, any documents incorporated
by reference, and, in relation to any Notes, the relevant Final Terms and, to the extent applicable, the Terms and Conditions of
the Notes set out herein. Following the implementation of the relevant provisions of the Prospectus Directive in any Member
State of the European Economic Area, no civil liability will attach to the Responsible Person in any such Member State solely
on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read
together with the other parts of this Base Prospectus. Where a claim relating to the information contained in this Base
Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating this Base Prospectus
before the legal proceedings are initiated.
The Issuer
The Issuer is a corporation that was organized under the laws of the State of Delaware, United States, on March 1,
1965, as the successor to an Illinois corporation formed in 1956. Its principal executive offices are at One McDonald's
Plaza, Oak Brook, Illinois 60523, United States. Its telephone number is +1.630.623.3000, and its registered office in
Delaware is at 1013 Centre Road, Wilmington, Delaware 19805, United States.
The Issuer's Business
The Issuer franchises and operates McDonald's restaurants in the food service industry. These restaurants serve a
varied, yet limited, value-priced menu in more than 100 countries around the world.
All restaurants are operated either by the Issuer or by franchisees, including conventional franchisees under franchise
arrangements, and foreign affiliated markets and developmental licensees under license agreements.
The Issuer's operations are designed to assure consistency and high quality at every restaurant. When granting
franchises or licenses, the Issuer is selective and generally is not in the practice of franchising to passive investors.
Under the conventional franchise arrangement, franchisees provide a portion of the capital required by initially
investing in the equipment, signs, seating and décor of their restaurant businesses, and by reinvesting in the business over
time. The Issuer owns the land and building or secures long-term leases for both Company-operated and conventional
franchised restaurant sites. In certain circumstances, the Issuer participates in reinvestment for conventional franchised
restaurants.
Conventional franchisees contribute to the Issuer's revenue stream through the payment of rent and royalties based
upon a percent of sales, with specified minimum rent payments, along with initial fees received upon the opening of a new
restaurant or the granting of a new franchise term. The conventional franchise arrangement typically lasts 20 years, and
franchising practices are generally consistent throughout the world. Over 70% of franchised restaurants operate under
conventional franchise arrangements.
The Issuer has an equity investment in a limited number of foreign affiliated markets, referred to as affiliates. The
largest of these affiliates is Japan, where there were 3,387 restaurants as of September 30, 2010. The Issuer receives a royalty
based on a percent of sales in these markets.
Under a developmental license arrangement, licensees provide capital for the entire business, including the real estate
interest. While the Issuer has no capital invested, it receives a royalty based on a percent of sales, as well as initial fees. During
2007, the Issuer sold its businesses in Brazil, Argentina, Mexico, Puerto Rico, Venezuela and 13 other countries in Latin
America and the Caribbean, which totaled 1,571 restaurants, to a developmental licensee organization. These markets are
referred to as "Latam."
McDonald's restaurants offer a substantially uniform menu, although there may be geographic variations. In addition,
the Issuer tests new products on an ongoing basis.
McDonald's menu includes hamburgers and cheeseburgers, Big Mac, Quarter Pounder with Cheese, Filet-O-Fish,
several chicken sandwiches, Chicken McNuggets, Snack Wraps, french fries, premium salads, shakes, McFlurry desserts,
sundaes, soft serve cones, pies, cookies, soft drinks, coffee, McCafé beverages and other beverages. In addition, the
restaurants sell a variety of other products during limited-time promotions.
McDonald's restaurants in the United States and many international markets offer a full or limited breakfast menu.
Breakfast offerings may include Egg McMuffin, Sausage McMuffin with Egg, McGriddles, biscuit and bagel sandwiches,
hotcakes and muffins.
The Issuer and its franchisees purchase food, packaging, equipment and other goods from numerous independent
suppliers, and the Issuer frequently refers to itself, its franchisees and its suppliers, collectively, as the "McDonald's
5

System." The Issuer has established and strictly enforces high quality standards and product specifications. The Issuer has
quality assurance labs around the world to ensure that its 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 Issuer's technical, safety and supply chain specialists, provides strategic global leadership for all
aspects of food quality and safety. In addition, the Issuer works closely with suppliers to encourage innovation, assure best
practices and drive continuous improvement. Leveraging scale, supply chain infrastructure and risk management strategies,
the Issuer also collaborates with suppliers toward a goal of achieving competitive, predictable food and paper costs over the
long term.
Independently owned and operated distribution centers, approved by the Issuer, distribute products and supplies to
most McDonald's restaurants. In addition, restaurant personnel are trained in the proper storage, handling and preparation of
products and in the delivery of customer service.
McDonald's global brand is well known. Marketing, promotional and public relations activities are designed to
promote McDonald's brand image and differentiate the Issuer from competitors. Marketing and promotional efforts focus on
value, food taste, menu choice and the customer experience. The Issuer continuously endeavors to improve its social and
environmental performance to achieve long-term sustainability, which benefits the Issuer and the communities it serves.
In February 2009, the Issuer sold its minority ownership interest in Redbox Automated Retail, LLC, and in April
2008, the Issuer sold its minority ownership interest in U.K.-based Pret A Manger. The Issuer operated Boston Market in the
U.S. prior to its sale in August 2007.
The Issuer's restaurants are located in all fifty states of the United States and the District of Columbia, and in many
foreign locations, principally Japan, Canada, Germany, the United Kingdom, France, China and Australia. At September 30,
2010, 32,461 McDonald's quick-service restaurants existed worldwide in 117 countries, of which 13,994 were located in the
United States and 18,467 were located outside of the United States.
Risk Factors
The offer is subject to a number of risks of which you should be aware before you decide to buy the Notes. These
risks are discussed more fully in "Risk Factors" below:
Risks related to the Notes:
· Foreign currency Notes are subject to exchange rate and exchange control risks
· Redemption may adversely affect your return on the Notes
· Interest rate conversion may affect the market value of the Notes
· Foreign exchange rate fluctuations may affect your realized value of any court-awarded judgment
· There may not be any trading market for the Notes; Many factors affect the trading and market value of the
Notes
· The Issuer's credit ratings may not reflect all risks of an investment in the Notes
· The Issuer may elect to de-list the Notes if statutory requirements are impracticable or unduly burdensome
· Because the Notes are unsecured, your right to receive payments may be adversely affected
· Notes may be issued at a substantial discount or premium
· Legal investment considerations may restrict certain investments
· The Notes may not be a suitable investment for all investors
Risks related to the Issuer:
· The Issuer's ability to remain a relevant and trusted brand and to increase sales depends largely on how well it
executes the Plan to Win
· The Issuer's results and financial condition are affected by global and local market conditions, which can
adversely affect its sales, margins and net income
· Increasing regulatory complexity will continue to affect the Issuer's operations and results in material ways
· The trading volatility and price of the Issuer's common stock may be affected by many factors
· The Issuer's results can be adversely affected by disruptions or events, such as the impact of severe weather
conditions and natural disasters.
6

Summary of the Program and the Notes
Issuer:
McDonald's Corporation
Arranger:
Morgan Stanley & Co. International plc
Dealers:
Australia and New Zealand Banking Group Limited (ABN 11 005 357 522), Banco Bilbao

Vizcaya Argentaria, S.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets
Limited, Commerzbank Aktiengesellschaft, Credit Suisse Securities (Europe) Limited,
Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, ING
Bank N.V., J.P. Morgan Securities Ltd., Merrill Lynch International, Mitsubishi UFJ
Securities International plc, Mizuho International plc, Morgan Stanley & Co. International plc,
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), London
Branch, Royal Bank of Canada Europe Limited, Scotia Capital Inc., SMBC Nikko Capital
Markets Limited, Société Générale, Standard Chartered Bank, The Royal Bank of Scotland
plc, UniCredit Bank AG, Wells Fargo Securities International Limited and Westpac Banking
Corporation and any other dealer appointed from time to time by the Issuer either generally in
respect of the Program or in relation to a particular Tranche of Notes.
Fiscal and Principal
Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch
Luxembourg Listing
Agent:
BNP Paribas Securities Services, Luxembourg Branch
Program Amount:
Up to U.S.$5,000,000,000 or the equivalent thereof in one or more foreign currencies,
representing the total aggregate amount that the Issuer is authorized to borrow, which
borrowings may include (i) offerings of notes, bonds or other evidences of indebtedness in
public or private markets anywhere in the world; (ii) borrowings from banks or other financial
institutions; and (iii) any other forms of indebtedness. The maximum aggregate principal
amount of Notes that may be outstanding under the Program may be increased from time to
time, subject to compliance with the relevant terms of the Dealership Agreement as defined in
the section "Subscription and Sale" below.
Issuance in Series:
Notes will be issued in series (each, a "Series"). Each Series may comprise one or more
tranches ("Tranches" and each, a "Tranche") issued on different issue dates, and each
Tranche will be the subject of final terms (each, a "Final Terms") prepared in connection with
such Tranche. The Notes of each Series will all be subject to identical terms, except that (i) the
issue date and the amount of the first payment of interest may be different in respect of
different Tranches; and (ii) a Series may comprise Notes in more than one denomination. The
Notes of each Tranche will all be subject to identical terms in all respects except that a Tranche
may comprise Notes of different denominations.
Form of Notes:
Notes will be issued in bearer form unless otherwise specified in the relevant Final Terms. In
respect of each Tranche of Notes issued in bearer form, the Issuer will deliver a temporary
global Note. Such global Note will be deposited on or before the relevant issue date therefor
with a depositary or a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and/or
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or any other relevant clearing
system. Each temporary global Note will be exchangeable for a permanent global Note or, if
so specified in the relevant Final Terms, for Notes in definitive bearer form. Each permanent
global Note will be exchangeable for Notes in definitive bearer form, in accordance with its
terms. Notes in definitive bearer form will, if interest-bearing, either have interest coupons
("Coupons") attached and, if appropriate, a talon ("Talon") for further Coupons or have a grid
for recording the payment of interest endorsed thereon.

If the relevant Final Terms specify that the Notes will be issued in registered form, related
provisions will be set out in such Final Terms or in a supplement to this Base Prospectus.
Currencies:
Notes may be denominated in any currency or currencies including, without limitation, U.S.
dollars, Australian dollars, Canadian dollars, Euro, Hong Kong dollars, pounds sterling, Swiss
francs and Japanese yen, subject to compliance with all applicable legal, regulatory and central
bank requirements.
Status:
Notes will be issued on an unsecured and unsubordinated basis, as described in the section
7

"Terms and Conditions of the Notes--Status of the Notes."
Issue Price:
Notes may be issued at any price, as specified in the relevant Final Terms.
Maturities:
Notes may have a maturity between one month and 60 years, subject, in relation to specific
currencies, to compliance with all applicable legal, regulatory and central bank requirements.
Notes that have a maturity of less than one year and that qualify as money market instruments
will be subject to all applicable legal, regulatory and central bank requirements relating to
money market instruments as well as any other requirements governing notes that have a
maturity of less than one year.
Regulatory Matters:
Each issue of Notes denominated in a currency in respect of which particular laws, regulations,
guidelines, restrictions or reporting requirements apply will only be issued in circumstances
that comply with such laws, regulations, guidelines, restrictions and reporting requirements,
from time to time.
Without prejudice to the foregoing, Notes that have a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes
of the prohibition on accepting deposits contained in Section 19 of the Financial Services and
Markets Act 2000 ("FSMA"), unless they are issued to a limited class of professional investors

and have a denomination of at least £100,000 (or its equivalent in other currencies).
Redemption:
Notes may be redeemable at par or at such other redemption amount (detailed in a formula or
otherwise), as may be specified in the relevant Final Terms.
The relevant Final Terms will specify the basis for calculating the redemption amounts
payable. Notes (including Notes denominated in pounds sterling) that have a maturity of less
than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the
FSMA will have a minimum redemption amount of £100,000 (or its equivalent in other

currencies).
Early Redemption:
Early redemption will be permitted for taxation reasons as mentioned in the section "Terms
and Conditions of the Notes--Redemption and Purchase--Early Redemption for Taxation
Reasons," but will otherwise be permitted only to the extent specified in the relevant Final
Terms.
Interest:
Notes may be interest-bearing or non-interest-bearing. Interest (if any) may accrue at a fixed or
floating rate and may vary during the lifetime of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the relevant Final Terms,
subject to compliance with all applicable legal, regulatory and central bank requirements.
Notes having an original term to maturity of 183 days or less will have a minimum
denomination of $500,000 or the equivalent thereof in a foreign currency using the spot rate as
of the date of issue.
Unless permitted by then current laws and regulations, Notes that have a maturity of less than
one year (in respect of which the issue proceeds are to be accepted by the Issuer in the United
Kingdom) will be subject to restrictions on their denomination and distribution as set out in
"Regulatory Matters" above.
Taxation:
Except as otherwise specified in the relevant Final Terms, payments in respect of Notes will be
made without withholding or deduction for, or on account of, any present or future taxes,
assessments or governmental charges of whatever nature imposed or levied by or on behalf of
the United States or any political subdivision thereof or any authority or agency therein or
thereof having power to tax, unless the withholding or deduction of such taxes, assessments or
governmental charges is required by law. In that event, except as otherwise specified in the
relevant Final Terms, the Issuer will (subject to exceptions listed in the Terms and Conditions
of the Notes and in the relevant Final Terms) pay such additional amounts as will result in the
holders of Notes or Coupons who are U.S. Aliens (as defined in the section "Terms and
Conditions of the Notes--Taxation") receiving such amounts as they would have received in
respect of such Notes or Coupons had no such U.S. tax withholding or deduction been
required. No such additional amounts will be payable in respect of any withholding or
deduction on account of any non-U.S. taxes.
Governing Law:
The Notes and all related contractual documentation will be governed by, and construed in
accordance with, the internal laws of the State of New York, United States, unless otherwise
8

specified in the relevant Final Terms.
Listing and Admission to
Each Series may be admitted to trading on the Luxembourg Stock Exchange's regulated
Trading:
market and listed on the Official List of the Luxembourg Stock Exchange and/or any other
stock exchange, as may be agreed upon by and between the Issuer and the relevant Dealer and
specified in the relevant Final Terms, or may be unlisted. Further, Notes that are initially listed
on an exchange may subsequently be de-listed, as described in the section "European Union
Transparency Directive" or at the Issuer's option if other statutory requirements become
impracticable or unduly burdensome.
Terms and Conditions:
Final Terms will be prepared in respect of each Tranche of Notes, a copy of which will, in the
case of Notes to be admitted to trading on the regulated market of the Luxembourg Stock
Exchange, be delivered to the Luxembourg Stock Exchange on or before the closing for the
sale of such Notes. The terms and conditions applicable to each Tranche will be those set out
herein under "Terms and Conditions of the Notes," as supplemented, modified or replaced in
the relevant Final Terms or as set out in a supplement to this Base Prospectus.
Enforcement of Notes in
In the case of Notes in global form, unless otherwise specified in the relevant Final Terms,
Global Form:
individual investors' rights will be governed by the Amended and Restated Fiscal and Paying
Agency Agreement, dated as of November 18, 2010, as amended, a copy of which will be
available for inspection at the specified office of the Fiscal Agent (as defined herein).
Clearing Systems:
Euroclear, Clearstream, Luxembourg and, in relation to any Notes, any other clearing
system as may be specified in the relevant Final Terms. The Notes have been accepted for
clearance through Euroclear and Clearstream, Luxembourg. The appropriate common code
and the International Securities Identification Number in relation to the Notes of each Series
will be specified in the Final Terms relating thereto. The relevant Final Terms shall specify
any other clearing system as shall have accepted the relevant Notes for clearance together
with any further appropriate information.
Selling Restrictions:
For a description of restrictions, if any, on offers, sales and deliveries of Notes and on the
distribution of offering material in the United States, the EEA, the Kingdom of the
Netherlands, the United Kingdom, the French Republic, the Italian Republic, Japan, the
Commonwealth of Australia, Canada, the Federal Republic of Germany and the Swiss
Confederation, see the section "Subscription and Sale."
Redenomination and
The relevant Final Terms will indicate whether the Issuer may elect that, with effect from the
Exchangeability:
Redenomination Date, the Notes of that Tranche shall be redenominated in euro (if
"Redenomination" is specified) or become exchangeable for Notes denominated in euro (if
"Exchangeability" is specified).
Use of Proceeds:
Unless otherwise specified in the relevant Final Terms, the Issuer intends to use the net
proceeds from the sale of the Notes for general corporate purposes, which may include
refinancing of debt, capital expenditures, such as the acquisition and development of the
Issuer's restaurants, payment of dividends, and the purchase of its common stock under its
ongoing share repurchase program. Specific allocations of the proceeds for such purposes
have not been made at this time.

9

Summary Financial Information
The following tables set forth certain financial information for the Company on a consolidated basis, as of and for
the years ended December 31, 2009 and 2008, which has been derived from the Company's audited consolidated financial
statements included elsewhere in this Base Prospectus. The following tables also set forth certain financial information for
the Company on a consolidated basis, as of and for the quarters and nine months ended September 30, 2010 and 2009, which
has been derived from the Company's unaudited consolidated financial statements included elsewhere in this Base
Prospectus. This summary financial information should be read in conjunction with the sections "Financial Information" and
"Interim Financial Information."

Years ended
Quarters ended

Nine Months Ended

December 31,
September 30,
September 30,

2009
2008
2010
2009
2010
2009

(unaudited)

(unaudited)

(U.S. dollars in millions, except per share data)
Operating
Results:

Company-operated sales ....................$ 15,459

$
16,561
$ 4,247 $ 4,094

$ 12,063 $
11,428
Franchised revenues ...........................$ 7,286

$ 6,961
$ 2,058 $ 1,953

$ 5,797
$ 5,343
Total revenues ....................................$ 22,745

$
23,522
$ 6,305 $ 6,047

$ 17,860 $
16,771
Operating income ...............................$ 6,841 (1)
$ 6,443
$ 2,097 $ 1,933

$ 5,616 $
5,015
Net income .........................................$ 4,551
(1,2)
$ 4,313 (3)
$ 1,388 $ 1,261

$ 3,704 $ 3,334 (4)

Per common share:

Net income--diluted ..........................$
4.11 (1,2) $ 3.76
(3)
$ 1.29 $ 1.15
$ 3.42
$ 3.00 (4)
Dividends declared ............................$ 2.05
$
1.63
$
1.16
$ 1.05
$
2.26
$ 2.05

Cash
flow
information:

Cash provided by operations ..............$ 5,751
$ 5,917
$ 1,944 $ 1,822

$ 4,616 $ 4,373
Capital expenditures ..........................$ 1,952

$ 2,136

$ 523 $ 471
$
1,319
$
1,319
Treasury stock acquired
.....................$ 2,797

$ 3,919

$ 798 $ 769
$
2,157
$
2,374

December 31,
September 30,

2009
2008
2010

(unaudited)

(U.S. dollars in millions, except share data)
Financial position:
Total assets ........................................................$ 30,225 $ 28,462
$
31,169
Total debt ...........................................................$ 10,578 $ 10,218
$
11,436
Total shareholders' equity .................................$ 14,034 $ 13,383
$
13,638
Shares outstanding (in millions) ........................
1,077
1,115
1,057

Years ended
Nine months ended

December 31,
September 30,

2009
2008
2010
2009

(unaudited)

Company-operated restaurants ..........................
6,262
6,502
6,257
6,303
Franchised restaurants ....................................... 26,216
25,465
26,204
25,975
Total Systemwide restaurants ............................ 32,478
31,967 32,461
32,278

Franchised sales (U.S. dollars in millions)(5) .....$ 56,928 $ 54,132 $ 45,211 $ 41,868

(1) Includes net pretax income of $65.2 million ($87.0 million after tax or $0.08 per share) primarily related to the resolution
of certain liabilities retained in connection with the 2007 Latin America developmental license transaction.

(2) Includes income of $58.8 million ($0.06 per share-basic, $0.05 per share-diluted) due to the sale of the Company's
minority ownership interest in Redbox Automated Retail, LLC.

(3) Includes income of $109.0 million ($0.09 per share) due to the sale of the Company's minority ownership interest in
U.K.- based Pret A Manger.

(4) Includes income of $58.8 million ($0.05 per share-diluted) due to the sale of the Company's minority ownership interest
in Redbox Automated Retail, LLC.

10

Document Outline

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