Obligation MacDonald's 1.6% ( XS1963745234 ) en EUR

MacDonald's

100 % ▲

Etas-Unis

XS1963745234 ( en EUR )

1.6% par an ( paiement annuel )

14/03/2031

Prospectus brochure de l'obligation McDonalds XS1963745234 en EUR 1.6%, échéance 14/03/2031

100 000 EUR

500 000 000 EUR

15/03/2026 ( Dans 317 jours )

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 XS1963745234, paye un coupon de 1.6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/03/2031

OFFERING CIRCULAR
McDonald's Corporation

(Incorporated in the State of Delaware, United States of America)

as Issuer

U.S.$20,000,000,000

PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
__________________________

Application has been made by McDonald's Corporation (the "Issuer" or the " Company") to the Luxembourg Stock Exchange (the "Luxembourg
Stock Exchange") in its capacity as market operator of the Euro MTF Market of the Luxembourg Stock Exchange (the " Euro MTF Market") under Part IV
of the Luxembourg Act dated July 16, 2019 on prospectuses for securities (the " Luxembourg Act"), to have debt securities (the " Notes") issued under the
Program for the Issuance of Global Medium-Term Notes (the " Program") described in this Offering Circular admitted to trading on the Euro MTF Market and
listed on the offi cial list of the Luxembourg Stock Exchange (the " Official List") for a period of 12 months from the date of this Offering Circular. This
Ofering Circular may be used only for the purposes for which it has been published.
The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2014/65/EU, as amended ("MiFID II") but is subject to the
supervision of the financial sector and exchange regulator, the Commission de Surveillance du Secteur Financier.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information,
including any other terms and conditions not contained herein, which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of
Notes will be set forth in a pricing supplement (the " Pricing Supplement") which, with respect to Notes to be admitted to trading on the Euro MTF Market,
will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche and published in accordance with the rules and
regulations of the Luxembourg Stock Exchange, as amended from time to time.

This Offering Circular and any supplement thereto will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu).
References in this Offering Circular to Notes being "listed" (and all related references) shall mean that such Notes are intended to be admitted to listing on the
Official List and admitted to trading on the Euro MTF Market. Notes issued under the Program may be listed on such other or fu rther stock exchange(s) as may
be agreed between the Issuer and the relevant Deal er. In addition, unlisted Notes may be issued pursuant to the Program. The relevant Pricing Supplement in
respect of the issue of any Notes will specify whether Notes will be listed on the Luxembourg Stock Exchange and/or on any other stock exchange.

Notes have not been and wil 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.$20,000,000,000 (or such other amount as may be subsequently authorized, from time to time), or the equivalent thereof in
foreign currencies, 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 Ofering Circular.
__________________________

Arranger for the Program
MORGAN STANLEY
Dealers
ANZ
BARCLAYS
BNP PARIBAS
BOFA SECURITIES
CITIGROUP
COMMERZBANK
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
GOLDMAN SACHS INTERNATIONAL
HSBC
ING
J.P. MORGAN
MIZUHO SECURITIES
MORGAN STANLEY
MUFG
RABOBANK
RBC CAPITAL MARKETS
SCOTIABANK
SMBC NIKKO
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
STANDARD CHARTERED BANK
TD SECURITIES
UNICREDIT BANK
WELLS FARGO SECURITIES
WESTPAC BANKING CORPORATION

21 August, 2020

ACTIVE 260022415v.6

The Issuer accepts responsibility for the information contained in this Offering Circular and in the Pricing
Supplement relating to any Notes. 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 Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Pricing Supplement
of the Notes herein, in which event, a supplement to this Offering Circular, further offering circular or other documentation , if
appropriate, will be made available that will describe the effect of the agreement reached in relation to such Notes.
This Offering Circular 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 Pricing Supplement.
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 Offering Circular 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.
Neither this Offering Circular nor any related supplement is a prospectus for the purposes of the Prospectus Regulation
(as defined below). This Offering Circular and any related supplement have been prepared on the basis that any offer of Notes in
any Member State of the European Economic Area (the "EEA") or in the United Kingdom (each, a "Relevant State") will only
be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified Investors"). Accordingly
any person making or intending to make an offer in that Relevant State of Notes which are the subject of the offering
contemplated in this Offering Circular, as completed by the Pricing Supplement in relation to the offer of those Notes, may only
do so with respect to Qualified Investors. Neither the Issuer nor the Dealers have authorized, nor do they authorize, the making
of any offer of Notes other than to Qualified Investors. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129. This document constitutes a prospectus for the purposes of Part IV of the Luxembourg Act.
PROHIBITION OF SALES TO EEA AND UNITED KINGDOM RETAIL INVESTORS  The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Direct ive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the
United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
MIFID II product governance / target market The Pricing Supplement in respect of any Notes may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment made by the relevant
manufacturer(s) in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate d istribution
channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
The Issuer makes no representation or warranty as to any manufacturer's or distributor's compliance with the MiFID Product
Governance Rules.
The distribution of this Offering Circular and any relevant Pricing Supplement, 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 Offering Circular or any relevant Pricing Supplement 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 Offering Circular or any relevant Pricing Supplement 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. Notes may not be offered, sold or delivered within the United
2

ACTIVE 260022415v.6

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 Offering
Circular nor any Pricing Supplement 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.
The communication of this Offering Circular, any related supplement and any other document or materials relating
to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by
an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as
amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating
to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who
fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may oth erwise
lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In
the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this
Offering Circular and any related supplement relate will be engaged in only with, relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this Offering Circular or any related supplement or any of their
contents.
Series of Notes may be rated or unrated. Where a Series is rated, such rating will not necessarily be the same as the
rating(s) assigned to the Issuer. The rating of certain Series may be specified in the relevant Pricing Supplement. Whether or
not each credit rating applied for in relation to a relevant Series will be issued or endorsed by a credit rating agency
established in the European Union (the "EU") or the United Kingdom and registered under Regulation (EC) No. 1060/2009,
as amended (the "CRA Regulation"), will be disclosed in the relevant Pricing Supplement.
Notification under Section 309B(1)(c) of the SFA With respect to each issuance of Notes, the Issuer may make a
determination about the classification of such Notes for the purposes of Section 309B(1)(a) of the Securities and Futures Act,
Chapter 289 of Singapore, as modified or amended from time to time (the "SFA"). The Pricing Supplement in respect of any
Notes may include a legend entitled "Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289)
of Singapore" that will state the product classification of the applicable Notes pursuant to Section 309B(1) of the SFA;
however, unless otherwise stated in the applicable Pricing Supplement and for the purposes of Section 309B(1)(c) of the
SFA, the Issuer notifies all relevant persons (as defined in Section 309A of the SFA), that the Notes are "prescribed capital
markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and "Excluded
Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Neither this Offering Circular nor any Pricing Supplement 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
Offering Circular or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of this Offering
Circular or any Pricing Supplement 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 Offering Circular. 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 Offering Circular.
Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Offering Circular is true
subsequent to the date thereof or the date upon which this Offering Circular 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 Offering Circular 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 Offering Circular 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 Offering Circular to "U.S. dollars", "U.S.$" or "$" are to the lawful currency of the United
States, all references to "pounds sterling" or "£" are to the lawful currency of the United Kingdom, all references to
"Australian dollars" or "A$" are to the lawful currency of the Commonwealth of Australia, and all references to "euro" and
3

ACTIVE 260022415v.6

"" 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 relevant Pricing
Supplement 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, stabilization may not necessarily occur. 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 is made and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days
after the date of the allotment of the relevant Tranche. 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.
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 Offering Circular and any Pricing Supplement 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.
4

ACTIVE 260022415v.6

TABLE OF CONTENTS
Page
RISK FACTORS ...................................................................................................................................................................................6
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ........................................................18
GENERAL DESCRIPTION OF THE PROGRAM ..........................................................................................................................19
TERMS AND CONDITIONS OF THE NOTES...............................................................................................................................20
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM.................................................................................38
FORM OF PRICING SUPPLEMENT ...............................................................................................................................................40
MCDONALD'S CORPORATION ....................................................................................................................................................51
CREDIT RATINGS ............................................................................................................................................................................54
USE OF PROCEEDS..........................................................................................................................................................................55
UNITED STATES TAXATION ........................................................................................................................................................56
PROPOSED FINANCIAL TRANSACTIONS TAX ........................................................................................................................58
SUBSCRIPTION AND SALE ...........................................................................................................................................................59
EXPERTS ............................................................................................................................................................................................63
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................................................64
GENERAL INFORMATION.............................................................................................................................................................67

5

ACTIVE 260022415v.6

RISK FACTORS

Set out below are factors the Issuer believes may be material for the purpose of assessing the risks associated
with the Notes. Prospective investors should read this Offering Circular, as supplemented, and the relevant Pricing
Supplement in their entirety and form their own conclusions regarding investing in any Notes, in addition to
consulting their respective financial and legal advisors about the risks entailed by an investment in any Notes and the
suitability of any investment in Notes in light of their respective particular circumstances. Prospective investors
should also consider carefully, among other factors, the matters described below.
The following risk factors have been separated into two groups:
Risks Related to the Notes and
Risks Related to the Issuer.
The occurrence of the events described below under the risks related to the Issuer could have a material adverse
effect on the Issuer's businesses, prospects, financial condition, results of operations and/or cash flows. Furthermore,
other unknown or unpredictable economic, business, competitive, regulatory, geopolitical or other factors could also have
material adverse effects on the Issuer's future results.
Risks Related to the Notes
Notes denominated in currencies other than U.S. dollars are subject to exchange rate and exchange control risks.
An investment in a Note denominated in a specified currency other than the currency of the jurisdiction in which a
particular investor resides, does business or reports its operating results entails significant risks. These risks include the
possibility of significant changes in rates of exchange between the specified currency and the investor's currency resulting
from the official redenomination or revaluation of the specified currency and the possibility of the imposition or modification
of foreign exchange controls by either the investor's jurisdiction or foreign governments. These risks generally depend on
factors over which the Issuer has no control, such as economic and political events and the supply of and demand for the
relevant currencies.
Moreover, if payments on Notes denominated in currencies other than U.S. dollars are determined by reference to a
formula containing a multiplier or leverage factor, the effect of any change in the exchange rates between the applicable
currencies will be magnified. In recent years, rates of exchange between some currencies have been highly volatile, and you
should be aware that volatility may occur in the future. Fluctuations in any particular exchange rate that have occurred in the
past, however, are not necessarily indicative of fluctuations in the rate that may occur during the term of any Note.
Depreciation of a specified currency for a Note against the investor's currency would result in a decrease in the effective y ield
of such Note (in terms of the investor's currency) below its coupon rate and, in certain circumstances, could result in a loss to
a particular investor (in terms of that investor's currency).
Except as set forth below, if payment in respect of a Note is required to be made in a currency other than U.S. dollars,
and such currency is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the
Issuer's control or is no longer used by the government of the relevant country (unless otherwise replaced by the euro) or fo r
the settlement of transactions by public institutions of or within the international banking community, then all payments in
respect of such Note will be made in U.S. dollars until such currency is again available to the Issuer or so used. The amounts
payable on any date in such currency will be converted into U.S. dollars on the basis of the most recently available market
exchange rate for such currency or as otherwise indicated in the relevant Pricing Supplement. Any payment in respect of such
Note so made in U.S. dollars will not constitute an event of default under the Terms and Conditions of the Notes.
The paying agent will make all determinations referred to above at its sole discretion. All determinations will, in the
absence of clear error, be binding on holders of the Notes.
Early redemption may adversely affect your return on the Notes.
If the Notes are redeemable at the Issuer's option, the Issuer may choose to redeem the Notes at times when
prevailing interest rates are relatively low. In addition, if the Notes are subject to mandatory redemption, the Issuer may be
required to redeem the Notes at times when prevailing interest rates are relatively low. As a result, you generally will not be
able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Notes being
redeemed. An optional redemption feature is likely to limit the market value of the Notes as the market value of such Notes
generally will not rise substantially above the price at which they can be redeemed. The Issuer may be expected to redeem the
Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor may not be able to
reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed.
Potential investors should consider reinvestment risk in light of other investments available at that time.
6

ACTIVE 260022415v.6

The regulation and reform of benchmarks may adversely affect the value of Notes linked to or referencing such
benchmarks.

Interest rates and indices (including the London Interbank Offered Rate ("LIBOR") and the Euro Interbank Offered
Rate ("EURIBOR")) which are deemed to be benchmarks (such as a Reference Rate (as defined below)) are the subject of
recent national and international regulatory guidance and proposals for reform. Some of these reforms are already effective
whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to
disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material
adverse effect on any Notes linked to or referencing such a benchmark. Regulation (EU) 2016/1011 (the "Benchmarks
Regulation) applies, subject to certain transitional provisions, to the provision of benchmarks, the contribution of input data
to a benchmark and the use of a benchmark within the European Union (which, for these purposes, includes the United
Kingdom). Among other things, it (i) requires benchmark administrators to be authorized or registered (or, if non-European
Union-based, to be subject to an equivalent regime or otherwise recognized or endorsed) and (ii) prevents certain uses by EU
supervised entities of benchmarks of administrators that are not authorized or registered (or, if non-European Union-based,
not deemed equivalent or recognized or endorsed).

The Benchmarks Regulation could have a material impact on any Notes linked to or referencing a benchmark, in
particular, if the methodology or other terms of the relevant benchmark are changed to comply with the requirements of the
Benchmarks Regulation. Such changes could, among other things, have the effect of reducing, increasing or otherwise
affecting the volatility of the published rate or level of the relevant benchmark.

More broadly, any of the national or international reforms, or the general increased regulatory scrutiny of
benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and
complying with any such regulations or requirements.

It is not possible to predict with certainty whether, and to what extent, LIBOR, EURIBOR or any other benchmark
will continue to be supported going forward. This may cause LIBOR, EURIBOR or any other benchmark to perform
differently than they have done in the past, and may have other consequences which cannot be predicted. Such factors may
(without limitation) (i) discourage market participants from continuing to administer or contribute to a benchmark, (ii) trigger
changes in the rules or methodologies used in the benchmark, (iii) lead to the disappearance of the benchmark and/or (iv) have
other effects on certain benchmarks. Any of such changes or any other consequential changes as a result of international or
national reforms or other initiatives or investigations could have a material adverse effect on the value of and return on any
Notes linked to, referencing, or otherwise dependent (in whole or in part) upon, a benchmark.

Investors should consult their own independent advisers and make their own assessment about the potential risks
imposed by the Benchmarks Regulation or any of the national or international reforms in making any investment decision
with respect to any Notes referencing a benchmark.
Interest rate conversion, if applicable, may affect the market value of the Notes.
Certain fixed/floating rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a
floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary
market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a
lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the fixed/floating rate
Notes may be less favorable than the then-prevailing spreads on comparable floating rate Notes tied to the same reference
rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a
floating rate to a fixed rate, the fixed rate may be lower than the then-prevailing rates on its Notes.
In certain circumstances Holders may be subject to U.S. withholding tax.
Under the U.S. tax rules known as the Foreign Account Tax Compliance Act ("FATCA"), a U.S. Alien Holder will
generally be subject to 30% U.S. withholding tax on certain payments made on the Notes if such Holder (i) is, or holds its
Notes through, a foreign financial institution that has not entered into an agreement with the U.S. government to report, on an
annual basis, certain information regarding accounts with or interests in the institution held by certain U.S. persons and by
certain non-U.S. entities that are wholly or partially owned by U.S. persons, or that has been designated as a "nonparticipating
foreign financial institution" if it is subject to an intergovernmental agreement ("IGA") between the United States and a
foreign country, or (ii) fails to provide certain documentation containing information about its identity, its FATCA status, and
if required, its direct and indirect U.S. owners. A number of countries have entered into IGAs with the United States. The
adoption of, or implementation of, an IGA between the United States and an applicable foreign country, or future U.S.
Treasury regulations, may modify these requirements. Such payments include U.S.-source interest but do not include gross
proceeds from the sale or other disposition of notes that can produce U.S.-source interest, pursuant to proposed Treasury
regulations that may be relied upon pending their finalization. Prospective Holders should refer to the section "United States
Taxation" of this Offering Circular.
7

ACTIVE 260022415v.6

There may not be any trading market for the Notes; many factors affect the trading and market value of the Notes.
Upon issuance, the Notes will not have an established trading market. The Issuer cannot assure you that a trading
market for the Notes will ever develop, or that any such market will be maintained if developed. In addition to the Issuer's
creditworthiness, many factors affect the trading market for, and trading value of, the Notes. If such a market were to develop,
the Notes could trade at prices that may be lower than the initial offering prices depending on many factors, including:
the method of calculating the principal, premium, if any, and interest, if any, in respect of the Notes,
the time remaining to the maturity of the Notes,
the outstanding amount of the Notes,
any redemption features of the Notes,
the level, direction and volatility of market interest rates generally, and
fluctuations in exchange rates between an investor's currency and the specified currency in which a Note is
denominated.
There may be a limited number of buyers when you decide to sell your Notes. This may affect the price you receive
for your Notes or your ability to sell your Notes at all. In addition, Notes that are designed for specific investment objectives
or strategies often experience a more limited trading market and more price volatility than those not so designed. You should
not purchase Notes unless you understand and know you can bear all of the investment risks involving the Notes.
The Issuer's credit ratings may not reflect all risks of an investment in the Notes.
The credit ratings of the Issuer or the Notes may not reflect the potential impact of all risks related to the structure of
and market for the Notes and do not address the price, if any, at which the Notes may be resold prior to maturity. However,
real or anticipated changes in the Issuer's or the Program's credit ratings will generally affect the market value of the Notes. A
credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at
any time. There is no assurance that a credit rating will remain for any given period of time or that a credit rating will not be
lowered or withdrawn by the relevant rating agency if, in its judgment, circumstances so warrant. The impact of other
activities that the Issuer undertakes, including its stock repurchase program, changes in its dividend rate and, particularly ,
increases in its debt levels could also result in future declines in its credit ratings. See "Risks Related to the Issuer Trading
volatility and price of the Issuer's common stock may be affected by many factors." In the event that a credit rating assigned to
the Notes or the Issuer is subsequently lowered for any reason, no person or entity is obliged to provide any additional support
or credit enhancement with respect to the Notes, and the market value of the Notes is likely to be adversely affected.
In general, European (including United Kingdom) regulated investors are restricted under the CRA Regulation from
using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the
European Union or the United Kingdom and registered under the CRA Regulation (and such registration has not been
withdrawn or suspended), subject to transitional provisions that apply in certain circumstances while the registration
application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU and non-United
Kingdom credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered or United
Kingdom-registered credit rating agency or the relevant non-EU and non-United Kingdom rating agency is certified in
accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been
withdrawn or suspended). If the status of the rating agency rating the Notes changes, European (including United Kingdom)
regulated investors may no longer be able to use the rating for regulatory purposes and the Notes may have a different
regulatory treatment. This may result in European (including United Kingdom) regulated investors selling their Notes which
may impact the value of the Notes and any secondary market. The list of registered and certified rating agencies published by
the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation is not
conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain
supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain
information with respect to the credit rating agencies and ratings is set out in the section "Credit Ratings" of this Offering
Circular and will be disclosed in the Pricing Supplement relating to any issue of Notes.
Because the Notes are unsecured, your right to receive payments may be adversely affected by certain events.
The payment obligations of the Issuer under the Notes are unsecured and rank equally in right of payment with all
existing and future unsecured obligations of the Issuer. If the Issuer defaults on the Notes, or in the event of a bankruptcy,
liquidation or reorganization, then, to the extent that the Issuer has granted security over its assets, the assets that secure those
obligations will be used to satisfy the obligations thereunder before the Issuer could sell or otherwise dispose of those assets to
make payment on the Notes. As a result of the granting of such security, there may only be limited assets available to make
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payments on the Notes in the event of an acceleration of the Notes. The Issuer may also incur substantial additional
indebtedness in the future, including under the Program. Such additional indebtedness may be secured indebtedness to which
the Notes would be structurally subordinated.
Notes may be issued at a substantial discount or premium.
Notes may be issued at a substantial discount or premium from their principal amount. The market value of such
Notes may fluctuate to a greater extent in relation to general changes in interest rates than do market values for convention al
interest-bearing securities. Generally, the longer the remaining term of such Notes , the greater the price volatility as compared
to conventional interest-bearing securities with comparable maturities.
Legal investment considerations may restrict certain investments.
The investment activities of certain investors in the Notes are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each investor of the Notes should consult his, her or its, as the case may be, legal
advisors to determine whether and to what extent (1) the Notes constitute legal investments; (2) the Notes can be used as
collateral for various types of borrowing; and (3) other restrictions might apply to the purchase or pledge of any Notes.
Financial institutions should consult their respective legal advisors or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
The Notes may not be a suitable investment for all investors.
Each potential investor in any Notes must determine the suitability of that inv estment in light of its own
circumstances. In particular, each potential investor should (1) have sufficient knowledge and experience to make a
meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information
contained or incorporated by reference in this Offering Circular or any applicable supplement; (2) have access to, and
knowledge of, appropriate analytical tools to evaluate, in the context of the investor's particular financial situation, an
investment in the relevant Notes and the impact the relevant Notes will have on the investor's overall investment portfolio; (3)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes; (4) unders tand
thoroughly the terms of the relevant Notes and be familiar with the behavior of any relevant indices and financial markets; and
(5) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and
other factors that may affect the investor's investment and the investor's ability to bear the applicable risks.
A prospective investor should not invest in Notes unless it has the expertise (either alone or with a financial advisor)
to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes, and the
impact this investment will have on the prospective investor's overall investment portfolio.
The terms of the Notes, in certain circumstances, may be subject to modifications and waivers.

The Terms and Conditions of the Notes contain provisions for calling meetings of holders of the Notes to consider
and vote upon matters affecting their interests generally, or to pass resolutions. Certain changes require each affected holder's
approval, others require no approval by holders and certain others require the approval of 25% of the holders. Accordingly,
the terms of the Notes may in some cases be subject to change without your consent.
Certain Dealers may be subject to potential conflicts of interest.

All or some of the Dealers and their affiliates (including their parent companies) have and/or may in the future
engage, in the ordinary course of business, in investment banking, commercial banking and/or other financial advisory and
commercial dealings with the Issuer and its affiliates. They have or may, in the ordinary course of their business, (i) engage in
investment banking, trading or hedging activities; (ii) act as underwriters in connection with offerings of securities issued by
the Issuer and its affiliates; or (iii) act as financial advisors to the Issuer or its affiliates. In the context of these transactions,
certain of such Dealers have or may hold securities issued by the Issuer or its affiliates. Where applicable, they have or will
receive customary fees and commissions for these transactions.

Potential conflicts of interest may arise between the calculation agent, if any, for a Series of Notes and the
Noteholders, including with respect to certain discretionary determinations and judgments that such calculation agent may
make pursuant to the Terms and Conditions of the Notes that may influence the amount receivable upon redemption of the
Notes. A conflict of interest may arise if one of the Dealers, or an affiliate of a Dealer, is appointed as the calculation agent.
The Notes may be affected by changes in law.

The Terms and Conditions of the Notes are based on the laws of the State of New York, United States of America, in
effect as at the date of issue of the relevant Notes. The impact of any possible judicial decision or change to the laws of the
State of New York or administrative practice after the date of issue of the relevant Notes is uncertain.
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Risks Related to the Issuer
The Issuer's business results are subject to a variety of risks, including those that are reflected in the following
considerations and factors, as of the date of this Offering Circular. If any of these considerations or risks materialize, the
Issuer's expectations may change and its performance may be adversely affected.
The COVID-19 pandemic has adversely affected and could continue to adversely affect the Issuer's financial results,
condition and outlook.
Health epidemics or pandemics can adversely affect consumer spending and confidence levels and supply
availability and costs, as well as the local operations in impacted markets, all of which can affect the Issuer's financial results,
condition and outlook. Importantly, the global pandemic resulting from the outbreak of COVID-19 has disrupted global
health, economic and market conditions, consumer behavior and the Issuer's global restaurant operations beginning in early
2020. Local and national governmental mandates or recommendations and public perceptions of the risks associated with the
COVID-19 pandemic have caused, and may continue to cause, consumer behavior to change and worsening economic
conditions, which could continue to adversely affect the Issuer's business. In addition, the Issuer's global operations have been
and may continue to be disrupted to varying degrees (from limited operations including drive-thru, delivery and/or take-away
operations, sometimes with limited hours, menus and/or capacity, to full restaurant closures in some markets). While the
Issuer cannot predict the duration or scope of the COVID-19 pandemic, it has negatively impacted the Issuer's business and
such impact could be material to its financial results, condition and outlook.
The COVID-19 pandemic may also have the effect of heightening other risks disclosed in these Risk Factors, such
as, but not limited to, those related to consumer behavior, consumer perceptions of the Issuer's brand, supply chain
interruptions and labor availability and cost.
If the Issuer does not successfully evolve and execute against its business strategies, it may not be able to increase
operating income.
To drive operating income growth, the Issuer's business strategies must be effective in maintaining and
strengthening customer appeal, delivering sustainable guest count growth and driving a higher average check. Whether these
strategies are successful depends mainly on its employees', franchisees' and suppliers' (collectively referred to as the
"System") ability to:
·
continue to innovate and differentiate the Issuer's experience by preparing and serving the Issuer's food in a way that
balances value and convenience to its customers with profitability;
·
capitalize on the Issuer's global scale, iconic brand and local market presence to enhance its ability to retain, regain
and convert key customer groups;
·
utilize the Issuer's organizational structure to execute against its business strategies;
·
integrate and augment the Issuer's technology and digital initiatives, including mobile ordering and delivery;
·
identify and develop restaurant sites consistent with the Issuer's plans for net growth of Systemwide restaurants;
·
operate restaurants with high service levels and optimal capacity while managing the increasing complexity of the
Issuer's restaurant operations, create efficiencies through innovative use of technology and complete Experience of
the Future ("EOTF"), particularly in the U.S.;
·
accelerate the Issuer's existing strategies, including through growth opportunities, acquisitions, investments and
partnerships; and
·
evolve and adjust the Issuer's business strategies in response to, among other things, changing consumer behavior,
operational restrictions and impacts to the Issuer's results of operations and liquidity as a result of the COVID-19
pandemic.
If the Issuer is delayed or unsuccessful in executing its strategies, or if the Issuer's strategies do not yield the desired
results, its business, financial condition and results of operations may suffer.
The Issuer's investments to enhance the customer experience, including through technology, may not generate the
expected returns.
The Issuer's long-term business objectives depend on the successful Systemwide execution of its strategies. The
Issuer continues to build upon its investments in technology and modernization, including in EOTF (which focuses on
restaurant modernization), digital engagement and delivery, to transform the customer experience. As part of these
investments, the Issuer places renewed emphasis on improving its service model and strengthening relationships with
customers, in part through digital channels and loyalty initiatives, as well as mobile ordering and payment systems. The Issuer
also continues to refine its delivery initiatives, including through growing awareness and trial and to enhance its drive-thru
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