SecProbe.io

CORRESP
1
filename1.htm

      Correspondence Comment Letter

                                                                                                                                                                  McDonald's
      Corporation

                                                                                                                                 2915
      Jorie Boulevard

                                                                                                                        Oak
      Brook, IL
60523-1900

    June
      21,
      2006

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    Washington,
      D.C. 20549

    RE:
       McDonald’s
      Corporation

    Form
      10-K for the Fiscal Year Ended December 31, 2005

    File
      No. 1-05231

    Dear
      Ms.
      Cvrkel:

    In
      reply
      to your letter dated May 26, 2006, we have the following responses to your
      comments. We appreciate the staff’s willingness to discuss the comments with us
      and to provide us with the staff’s perspective on these matters.

    Form
      10-K for the year ended December 31, 2005

    Item
      6. Selected Financial Data, page 12

    1. Comment

    Revise
      future filings to balance your presentation of cash provided by operations
      with
      disclosures of cash flows from investing and financing activities for each
      year
      presented.

    Response

    In
      an
      effort to provide a balanced presentation in Item 6, we have included what
      we
      believe to be the most significant uses of cash flows for investing (i.e.
      capital expenditures) and financing activities (i.e. treasury stock purchases
      and common stock cash dividends). As requested by the staff, however, we will
      enhance future filings to include total cash used for or provided by both
      investing and financing activities.

        1

    Financial
      Statements

    Summary
      of Significant Accounting Policies

    Long-lived
      assets, page 40

    2. Comment

    We
      note that you initially group assets together at the television level in the
      U.S. and at the country level for each of the international markets for purposes
      of annually reviewing your restaurant assets for impairment. Supplementally
      tell
      us, with a view toward expanded disclosure in future filings, how you determine
      that cash flows of single restaurants are not independent for purposes of
      initially grouping assets for purposes of performing your recoverability test
      pursuant to paragraph 10 of SFAS 144. We may have further
      comments.

    Response

    We
      supplementally advise the staff that, for purposes of assessing indicators
      of
      impairment as contemplated by paragraph 8 of SFAS 144, we assess specific events
      at the individual restaurant level such as a decision to close an individual
      restaurant or the condemnation of a site by a governmental authority.
      Additionally, in assessing whether an indicator of impairment exists, we believe
      that a meaningful indicator in our business is recurring negative operating
      cash
      flow for a trailing 24-month period at a market level since we manage our
      restaurants as a group or portfolio with significant common costs (i.e.
      advertising and supply chain costs) and promotional activities. As such, we
      do
      not believe negative cash flows are a meaningful indicator for each individual
      restaurant because restaurant cash flows, although identifiable, are not largely
      independent of the cash flows of other restaurants in a market. If we determine
      in connection with this initial market-level assessment that any of our market
      groups have recurring negative cash flow for the trailing 24-month period,
      we
      perform, as appropriate, detailed testing at the individual restaurant level
      for
      purposes of recognition and measurement of an impairment loss in accordance
      with
      paragraph 10 of SFAS 144.

    Other

    3. Comment
Please
      revise your notes to your financial statements in future filings to disclose
      commitments and contingencies, including management’s assessment of loss
      contingencies as required by SFAS 5.

    Response

    At
      December 31, 2005, the Company did not have any commitments and contingencies
      that met SFAS 5 requirements for disclosure. We will continue to review SFAS
      5
      disclosure requirements and will make the appropriate disclosures as warranted
      in future filings.

        2

    In
      connection with this response, the Company acknowledges that (i) the Company
      is
      responsible for the adequacy and accuracy of the disclosure in the filing;
      (ii)
      staff comments or changes to disclosure in response to the staff’s comments do
      not foreclose the Commission from taking any action with respect to the filing;
      and (iii) the Company may not assert staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

    We
      hope
      that our responses adequately address your comments. If you have any questions
      on this letter or need further assistance, please call Dave Pojman, Corporate
      Senior Vice President - Controller, at (630) 623-3162 or me at (630)
      623-7001.

            Sincerely,

            /S/ Matthew
              H. Paull

            Matthew
              H. Paull

              Corporate
                Senior Executive Vice

            President
              and Chief Financial Officer

    cc:
      U.S.
      Securities and Exchange Commission

      Katherine Mathis

      Lyn Shenk

    McDonald’s
      Corporation

    Jim
      Skinner, Chief Executive Officer

    Dave
      Pojman, Corporate Senior

      Vice President - Controller

        3