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April 27, 2020
Catherine Hoovel
Corporate Vice President - Chief Accounting Officer
McDonald's Corporation
110 North Carpenter Street
Chicago, Illinois 60607
Re:McDonald's Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-05231
Dear Ms. Hoovel:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Mangements Discussion and Analysis of Financial Condition and Results of Operations
Operating Income
Operating margin, page 15
1.The operating income margin appears to materially differ between your principal U.S. and
International Operated Markets segments for each year presented.  Please consider
discussing the material factors causing the difference so investors may understand the
relative contribution of each segment.
Contractual Obligations and Commitments , page 19
2.It appears from your disclosure certain purchase commitments that are not recognized in
the consolidated financial statements and are primarily related to construction, inventory,
energy, marketing and other service related arrangements that occur in the normal course
of business have been excluded from the table of contractual obligations.  You further

 FirstName LastNameCatherine Hoovel
 Comapany NameMcDonald's Corporation
 April 27, 2020 Page 2
 FirstName LastNameCatherine Hoovel
McDonald's Corporation
April 27, 2020
Page 2
state such commitments are generally shorter term in nature, will be funded from
operating cash flows, and are not significant to your overall financial position.  Because
the purpose of the table is to improve investors' ability to assess liquidity and capital
resource needs, please explain to us the relative materiality of these commitments to your
operating cash flows and what period of time is meant by "shorter term in nature."
Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Advertising Costs, page 41
3.You disclose advertising costs of company operated restaurants and franchisees consist of
contributions to advertising cooperatives.  You further disclose the costs incurred by these
advertising cooperatives are approved and managed jointly by vote of both company
operated restaurants and franchisees.  Please tell us in detail how these advertising
cooperatives operate, the significant terms of these arrangements for both company
operated restaurants and franchisees and your accounting for the cooperatives, particularly
in regard to the costs incurred by and contributions to them.  Additionally, explain to us
the basis for your conclusion that consolidation of these cooperatives is not appropriate.
Controls and Procedures
Disclosure Controls, page 59
4.Your conclusion regarding the effectiveness of disclosures controls and procedures
specifically addressed only a portion of the definition of disclosure controls and
procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  The portion of the
definition not addressed is in regard to disclosure controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted under the Act
is accumulated and communicated to management as appropriate to allow timely
decisions regarding required disclosure.  Although there is no requirement to disclose the
full definition, specific reference to only a portion of the definition gives the appearance
of limiting management´s conclusion solely to the portion referred to.  Please represent to
us and revise future filings to state management´s conclusion in regard to the company's
disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and
15d-15(e).

 FirstName LastNameCatherine Hoovel
 Comapany NameMcDonald's Corporation
 April 27, 2020 Page 3
 FirstName LastName
Catherine Hoovel
McDonald's Corporation
April 27, 2020
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services