SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        April 2 5, 2013

Via E-mail
Peter J. Bensen
Chief Financial Officer
McDonald’s Corporation
One McDonald’s Plaza
Oak Brook, Illinois 60523

 RE: McDonald’s Corporation
  Form 10-K for the year ended December 31, 2012
  Filed February 25, 2013
  File No. 001 -05231

Dear Mr. Bensen :

We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by confirming that you will r evise
your document in future filings and by prov iding any requested information .  If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

Form 10 -K

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
10
Consolidated Operating Results, page 14
Restaurant Margins, page 16
Franchise Margins, page 16

1. We note the disclosure in the first paragraph on page 17 indicating that the franchised
margin in A PMEA decreased in 2012 primarily due to Australia which was partly
impacted by the 2012 change in classification of certain amounts from revenues to

Peter J. Bensen
McDonald’s Corporation
April 2 5, 2013
Page 2

 restaurant  occupancy expenses.  Please tell us the nature and amounts of the items that
were reclassified from revenues to occupancy expenses during 2012 and explain why you
believe this reclassification was appropriate.  Also, please tell us whether you similarly
reclassified such amounts for all periods presented in your financial statements.  If not,
please explain why.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy o f 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 and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission o r any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief