SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          June 29, 2011   Via Email

 Mr. Peter J. Bensen, Ch ief Financial Officer
McDonald’s Corporation McDonald’s Plaza Oak Brook, Illinois 60523
 RE: McDonald’s Corporation
  Form 10-K for the year  ended December 31, 2010
  Filed February 25, 2011   Definitive Proxy Statement on Form DEF 14A   Filed April 8, 2011   File No. 001-05231

Dear Mr. Bensen:

We have reviewed your filings and have the fo llowing comments.  Unless otherwise indicated,
we think you should revise your document in future  filings in response to these comments.  If
you disagree, we will consider your explanation as  to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.

Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to en hance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our re view.  Feel free to cal l us at the telephone
numbers listed at the end of this letter.  Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. Peter J. Bensen, CFO
McDonald’s Corporation June 29, 2011 Page 2
 Annual Report on Form 10-K for the year ended December 31, 2010

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
10
1. We note the presentation of multiple ratios in MD&A (return on average assets, return on
average common equity, etc.)  In future filings, please revise your Annual Report on
Form 10-K to include the calcula tion of all ratios in Exhibi t 12.  Refer to the guidance
outlined in Item 601(b)(12) of Regulation S-K.

Financial Statements, page 27
Notes to Consolidated Financial Statements, page 32
Summary of Significant Acc ounting Policies, page 32
Income Taxes, page 39

2. We note from page 40 that the IRS has pr oposed adjustments relating to foreign tax
credits of $400 million and the company intends to pursue all available remedies.  Please
tell us and revise future f ilings to disclose whether any amounts related to this matter
have been recognized within your financia l statements during fiscal 2010 or if
adjustments were made during the current ye ar to amounts previously recognized from
prior periods.  Your resp onse should explain why you belie ve the amount recognized is
appropriate and adequate.  If no amounts ha ve been recognized within your financial
statements, please explain why.  We may have further comment upon receipt of your
response.
 Exhibits 31.1 and 31.2

3. We note the identification of the certif ying individual at the beginning of each
certification required by Exchange Act Rule 13a-14(a) also includes the title of each
certifying individual.  Please confirm that in future filings you will revise the certifications to remove the individuals’ titles.
  Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 23
The Process For Setting Compensation; The Ro le of Compensation Consultants, page 28

4. We note your disclosure in the second paragr aph of this section that your compensation
consultant Frederic W. Cook & Co., Inc. pr ovided certain services to the company and
management.  In your future filings, please disclose the fees paid to the compensation consultant or advise.  Additionally, disclose whether the decision to engage the compensation consultant for these other services was made, or recommended, by

Mr. Peter J. Bensen, CFO
McDonald’s Corporation June 29, 2011 Page 3
 management, and whether the compensation co mmittee or the board approved such other
services.  Please refer to Item 407(e)(3)(iii) of Regulation S-K.

5. We note your disclosure that “management also considers survey data and similar
information about compensation programs that it obtains from vari ous sources, including
Hewitt Associates LLC . . . and Towers Watson & Co.”  Please advise us whether benchmarking to a group of comparable co mpanies is material to your compensation
policies and decisions.  If so, please confirm to us that in future filings you will list the
companies to which you benchmark and disclo se the degree to which the compensation
committee considered such companies comparable to you.

The Committee’s Consideration of Tally Sheets and Retirement Savings, page 28

6. We note your disclosure that your Compen sation Committee reviews tally sheets for
executive compensation.  Please confirm that  in future filings you will revise your
disclosure to explain what information was in cluded in the tally sheets and discuss how it
impacted the Compensation Committee’s decision on compensation awards.
 Compensation Tables, page 30

Summary Compensation Table, page 30

7. With respect to the stock awards and options aw ards, in future filings please confirm that
you will revise to disclose in a footnote all assumptions made in the valuation by
reference to a discussion of the assumptions in  your financial statem ents, footnotes to the
financial statements, or discussion in the Ma nagement’s Discussion and Analysis section.
Refer to Instruction 1 to Item 402(c) (2)(v) and (vi) of Regulation S-K.
  We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the f iling includes all information requi red under the Secu rities Exchange
Act of 1934 and that they have provided all in formation investors require for an informed
investment decision.  Since the company and it s management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.    In connection with responding to  our comments, please provide, in writing, a statement from the
company acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the

Mr. Peter J. Bensen, CFO
McDonald’s Corporation June 29, 2011 Page 4
 Commission or any person under the federal securities laws of  the United States.
 In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion Finance in our review  of your filing or in
response to our comments on your filing.
You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Tonya Bryan at 202-551-3601 with  any other questions.

Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief