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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND

SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x	Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012

Or

 

¨	Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 001-5231

 

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below.

McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

 

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.

McDonald’s Corporation

McDonald’s Plaza

Oak Brook, Illinois 60523

 

 

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McDONALD’S CORPORATION

PROFIT SHARING AND SAVINGS PLAN

FINANCIAL STATEMENTS

December 31, 2012 and 2011

CONTENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2012			2
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2011			3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2012			4
NOTES TO FINANCIAL STATEMENTS			5
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)			17
SIGNATURE			35
EXHIBIT
EXHIBIT 23.1 – CONSENT OF CROWE HORWATH LLP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

McDonald’s Corporation

  Profit Sharing Administrative Committee

Oak Brook, Illinois

We have audited the accompanying statements of net assets available for benefits of McDonald’s Corporation Profit Sharing and Savings Plan (“the Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012 in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2012 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2012 financial statements taken as a whole.

/s/ Crowe Horwath LLP

Oak Brook, Illinois

June 20, 2013

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2012

(Amounts in thousands)

 

 

 

		Participant- Directed Investments				ESOP
						Allocated Account				Unallocated Account				Total 2012
ASSETS
Investments, at fair value
Interest-bearing cash		$	855			$	—			$	—			$	855
Mutual funds			720,153				—				—				720,153
American depository receipts and common stock other than McDonald’s Corporation common stock			272,912				—				—				272,912
McDonald’s Corporation common stock			850,145				316,692				167,401				1,334,238
Collective funds			658,902				7,583				2,936				669,421
Wrapper contracts			113				—				—				113
Total investments, at fair value			2,503,080				324,275				170,337				2,997,692
Receivables
Company contributions			8,545				—				—				8,545
Accrued income			888				1				—				889
Pending trades due from brokers			409				—				—				409
Interfund receivables			6,508				(176	)			(6,332	)			—
Participant loans			33,262				—				—				33,262
Total receivables			49,612				(175	)			(6,332	)			43,105
Total assets			2,552,692				324,100				164,005				3,040,797
LIABILITIES
Management expenses payable			590				—				—				590
Pending trades due to brokers			119				—				—				119
Accrued interest expense			—				—				1,027				1,027
Notes payable			—				—				31,458				31,458
Other liabilities			1,079				20				—				1,099
Total liabilities			1,788				20				32,485				34,293
Net assets reflecting all investments at fair value			2,550,904				324,080				131,520				3,006,504
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(13,481	)			—				—				(13,481	)
NET ASSETS AVAILABLE FOR BENEFITS		$	2,537,423			$	324,080			$	131,520			$	2,993,023

See accompanying notes to financial statements.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2011

(Amounts in thousands)

 

 

 

		Participant- Directed Investments				ESOP
						Allocated Account				Unallocated Account				Total 2011
ASSETS
Investments, at fair value
Mutual funds		$	588,622			$	—			$	—			$	588,622
American depository receipts and common stock other than McDonald’s Corporation common stock			239,117				—				—				239,117
McDonald’s Corporation common stock			1,076,096				381,638				241,183				1,698,917
Collective funds			587,299				3,969				3,258				594,526
Wrapper contracts			313				—				—				313
Total investments, at fair value			2,491,447				385,607				244,441				3,121,495
Receivables
Company contributions			18,113				—				—				18,113
Accrued income			2,242				—				—				2,242
Pending trades due from brokers			696				—				—				696
Other			4				2				—				6
Interfund receivables			4,041				(217	)			(3,824	)			—
Participant loans			31,832				—				—				31,832
Total receivables			56,928				(215	)			(3,824	)			52,889
Total assets			2,548,375				385,392				240,617				3,174,384
LIABILITIES
Management expenses payable			531				—				—				531
Pending trades due to brokers			2,044				—				—				2,044
Accrued interest expense			—				—				1,294				1,294
Notes payable			—				—				39,616				39,616
Other liabilities			696				10				—				706
Total liabilities			3,271				10				40,910				44,191
Net assets reflecting all investments at fair value			2,545,104				385,382				199,707				3,130,193
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(8,788	)			—				—				(8,788	)
NET ASSETS AVAILABLE FOR BENEFITS		$	2,536,316			$	385,382			$	199,707			$	3,121,405

See accompanying notes to financial statements.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2012

(Amounts in thousands)

 

 

 

		Participant- Directed Investments				ESOP
						Allocated Account				Unallocated Account				Total 2012
Additions to net assets attributed to:
Net appreciation/(depreciation) in fair value of investments
Mutual funds		$	66,774			$	—			$	—			$	66,774
American depository receipts and common stock other than McDonald’s Corporation common stock			33,105				—				—				33,105
McDonald’s Corporation common stock			(127,534	)			(45,383	)			(26,295	)			(199,212	)
Collective funds			12,942				—				—				12,942
Interest income			22,670				12				1				22,683
Dividends			42,735				10,575				6,020				59,330
Commission recapture			23				—				—				23
Net investment income (loss)			50,715				(34,796	)			(20,274	)			(4,355	)
Contributions
Company			39,599				18,967				4,474				63,040
Participant			54,680				—				—				54,680
Rollovers			3,592				—				—				3,592
Total contributions			97,871				18,967				4,474				121,312
Interfund transfers-in			21,079				—				—				21,079
Participant loan interest income			1,320				—				—				1,320
Other			391				—				—				391
Total net additions			171,376				(15,829	)			(15,800	)			139,747
Deductions from net assets attributed to:
Benefits paid to terminated participants and withdrawals			167,642				24,345				—				191,987
Management and administrative expenses			2,581				49				—				2,630
Interfund transfers-out			—				21,079				—				21,079
Interest expense			—				—				2,405				2,405
Company matching with profit sharing forfeitures			46				—				—				46
Company matching with ESOP shares			—				—				43,655				43,655
Discretionary matching with ESOP shares			—				—				6,327				6,327
Total deductions			170,269				45,473				52,387				268,129
Net increase/decrease			1,107				(61,302	)			(68,187	)			(128,382	)
Net assets available for benefits
Beginning of year			2,536,316				385,382				199,707				3,121,405
End of year		$	2,537,423			$	324,080			$	131,520			$	2,993,023

See accompanying notes to financial statements.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

NOTE 1 - DESCRIPTION OF PLAN

General: The McDonald’s Corporation Profit Sharing and Savings Plan (the Plan) was amended and restated in its entirety as of January 1, 2012. The Plan has been amended two times subsequent to this date, on October 18, 2012 and April 30, 2013.

The Plan is administered by a committee of officers (Administrative Committee) appointed by the Chief Executive Officer of McDonald’s Corporation (the Company or McDonald’s). Participants should refer to the Summary Plan Description and Prospectus for a more complete description and up-to-date information.

Eligibility: In order to participate in the 401(k) feature of the Plan, all eligible employees must be at least 21 years of age, have a valid Social Security number, and be on the U.S. payroll of the Company or a participating employer. The term “Company” includes McDonald’s Corporation and all participating employers in describing eligibility and contributions below.

Restaurant management employees and staff employees (including part-time staff employees) are eligible to make 401(k) contributions, up to 50% of eligible compensation, beginning the first day of the month after completing one full calendar month of employment. All other employees are eligible to make 401(k) contributions after one year of “eligible service” as defined by the Plan document. Restaurant management employees, who are not contributing to the Plan, are enrolled automatically at a 1% contribution level as soon as they have completed one year of service and attained age 21. Matching contributions are provided to eligible employees after one year of “eligible service” as defined by the Plan document.

Contributions: Each year, participants may contribute up to 50% of their eligible pre-tax annual compensation, as defined by the Plan subject to Internal Revenue Service (the IRS) annual limits. Highly compensated employees under IRS rules are not able to make   401(k) contributions in their second calendar year of employment until the first of the month on or after they complete one anniversary year with at least 1,000 hours of service under the Plan.

Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions subject to IRS limits, and in addition, may contribute more than 50% if payroll tax and other withholding requirements are met. In accordance with Plan procedures, participants may roll over money into the Plan if it is from a(n): Qualified Plan, Section 403(b) tax-sheltered annuity plan, Section 457 deferred compensation plan of a state or local government entity, SIMPLE 401(k) plan, Section 403(a) annuity plan, Traditional IRA, SIMPLE IRA with at least two years participation, IRA set up to receive a distribution from an eligible employer plan and Federal thrift plan under section 7701(j).

Participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan. The investment funds under the Plan are Stable Value Fund, Intermediate Bond Fund, Global Bond Fund, Blended Stock/Bond Fund, Diversified Stock Fund, S&P 500 Index Fund, International Stock Fund, Global Themes Fund, Real Estate Securities Fund, Small Cap Index Fund, Aggressive Stock Fund, McDonald’s Common Stock Fund, and the McDonald’s ESOP Stock Fund. No more than 20% of a participant’s future 401(k) contributions may be invested in the McDonald’s Common Stock Fund. The future contribution company stock limitation also applies to the Company’s discretionary matching contribution, if any.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 1 - DESCRIPTION OF PLAN (Continued)

 

The Company matches (after one year of eligibility service and attainment of age 21) 300% of the first 1% of eligible compensation (as defined by the Plan) and 100% of the next 4% of eligible compensation that a participant contributes to the Plan. A discretionary profit-sharing match may be contributed at the option of the Board of Directors of the Company (the Board). For the year ended December 31, 2012, the Company made a 2% discretionary profit sharing match to the Plan. The discretionary match is allocated after the end of the year to participants eligible to share in matching contributions based on participant 401(k) contributions up to 1% of eligible compensation. ESOP shares are used to make matching contributions.

Participant Accounts: Participants can elect, on a daily basis, to have their account balances, as well as future deferrals and Company contributions, invested in 1% increments in one or any combination of the Plan’s investment funds, including Company stock. For participants who are automatically enrolled, the participant’s 401(k) contributions and company discretionary matching contributions, if any, are invested in the Blended Stock/Bond Fund and after 30 days are managed by Guided Choice, a managed account provider, unless the participant makes an investment election. Company regular matching contributions for each payroll period are invested in the McDonald’s ESOP Stock Fund for employees who are automatically enrolled in the Plan until the participant elects to direct such amounts to other funds offered. A participant may change how his/her existing account balance is invested at any time, but a participant may not transfer any amount into and out of the same fund more than two times within any rolling 90 day period. Participants will always be able to transfer out of any fund into the Stable Value Fund even if they exceed this limit.

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s matching contribution and discretionary profit sharing match (if any) and (b) Plan earnings, and charged with an allocated portion of investment expenses. Allocations are based on participant earnings or account balances as defined in the Plan.

Leveraged Employee Stock Ownership Plan (Leveraged ESOP): The trustees, individuals appointed by the Compensation Committee of the Board, are authorized to invest certain assets of the Plan in shares of Company stock and to borrow money to acquire Company stock. In September 1989, the Leveraged ESOP borrowed $200 million and used the proceeds of the loan to purchase 27,826,084 shares of McDonald’s Series B Convertible Preferred Stock. The Preferred shares were redeemed by the Company for Common Stock in 1992 and 1995. In April 1991, the trustees borrowed $100 million to purchase 12,075,468 shares of McDonald’s Series C Convertible Preferred Stock, which were redeemed by the Company for Common Stock in 1995.

The Company is required to make sufficient cash contributions to the Plan to pay the principal and interest on the loans. Released ESOP shares are used to make matching Company allocations. The ESOP shares allocated to participant accounts are held by The Northern Trust Company (Northern Trust), the custodian of the Plan. The unallocated ESOP shares are also held at Northern Trust as collateral for loans from the Company to the Plan. Unallocated ESOP dividends are invested in an interest-bearing account until the note payment is due.

In 1999, the Leveraged ESOP loans were refinanced as discussed in Note 6, so that the last loan payment and allocation of ESOP Common Stock will occur in 2018.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 1 - DESCRIPTION OF PLAN (Continued)

 

During 2012, 533,701 shares were released from the unallocated ESOP shares with a fair value of approximately $49,982,000.

Vesting: All participants’ accounts under the Plan are 100% vested.

Diversification: Participants can elect to fully diversify all accounts in the Plan, regardless of age.

Loans: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested balance reduced by the participants’ highest outstanding loan balance during the preceding 12-month period. All loans are currently subject to a $75 processing fee. Loan terms range from 12 months up to 4.5 years. Participants may not have more than one loan from the Plan outstanding at any time. The loans are secured by the balance in the participant’s account and bear interest based on the prime rate in effect on the first day of the month in which the loan is requested, plus 1%. Principal and interest are paid ratably through payroll deductions.

Payment of Benefits: Participants who terminate their employment with the Company and all other companies or entities that are owned or controlled 80% or more by the Company are entitled to receive the interest in their Plan accounts within a reasonable time following their termination. A terminated participant with benefits in excess of $1,000 will not receive a distribution from the Plan until age 70 ¹/₂ unless an earlier distribution is elected.

Such accounts will continue to share in the allocation of investment income, and accounts will continue to be invested in accordance with the participant’s investment elections (See Note 1, Contributions). Distributions may be in the form of a lump sum or installment payments or a combination of lump sum and installment payments.

Participants who terminate employment after satisfying the requirements to make deferrals and are subsequently rehired can resume making deferrals as soon as administratively feasible.

Forfeitures: Amounts unclaimed for two years are considered forfeitures. These forfeitures, resulting from unclaimed amounts, are used to make a portion of the Company match.

In-Service Withdrawals: Participants 59 ¹/₂ or older and terminated participants may withdraw all or any part of their account balances under the Plan at any time. The Plan permits participants to withdraw up to 100% of their ESOP and Profit Sharing accounts at any time.

Pass Through Dividend Election: Participants are offered the choice of having dividends earned on shares of McDonald’s common stock paid directly to them in cash or reinvested in their accounts in McDonald’s stock.

Voting: Participants are entitled to direct the Trustees in voting shares of McDonald’s stock credited to their accounts as well as those shares not voted by other participants and unallocated shares held in the ESOP feature of the Plan.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting: The financial statements of the Plan are prepared on the accrual basis of accounting.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Administrative Committee to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Reclassifications: Certain amounts have been reclassified to conform with current year presentations.

Investment Valuation: The Plan’s investments are reported at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:

 

•

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.

 

•

Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

•

Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The following are descriptions of the valuation methods and assumptions used for investments of the Plan.

Common stocks and American Depository Receipts: The fair values of publicly traded common stocks and American Depository Receipts (ADR) are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).

Mutual funds: The fair values of mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the securities and exchange commission (level 1 inputs). These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Collective trusts: The fair values of investments in collective trusts are valued as determined by the custodian based on their net asset values and recent transaction prices. The investment objectives and underlying investments of the collective trusts vary, with some holding short term investments for principal preservation, diversified portfolios of domestic or international stocks, some holding securities of companies in a particular industry sectors, some holding short-term and/or medium-term corporate, government and government agency bonds, some holding a blend of asset back securities and corporate bonds, and others holding a blend of various domestic and international stocks. Each collective trust provides for daily redemptions by the Plan at reported net asset values per share, with no advance notice requirement. The collective trusts invest primarily in securities traded on nationally recognized securities exchanges and active dealer markets and are classified within level 2 of the fair value hierarchy.

Stable value fund: The plan investments include a Stable Value Fund which is a unitized fund managed by JPMorgan solely for the Plan. The Stable Value Fund includes synthetic guaranteed investment contracts which are comprised of collective trusts, short term investments and benefit responsive wrapper contracts (see Note 4).

Wrapper contracts: Benefit responsive wrapper contracts with various insurance carriers are utilized to provide market and cash flow risk protection to the Plan for the Stable Value Fund. The fair values of the wrapper contracts associated with the synthetic investment contracts within the Stable Value Fund have been based upon the estimated replacement costs of the wrap contracts projected for the duration of the associated portfolio and discounted back to the financial statement dates (level 3 inputs).

Contract value of the synthetic guaranteed investment contracts represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses.

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Investments measured at fair value on a recurring basis as of December 31, 2012 and 2011 are summarized below (amounts in thousands):

 

		Fair Value Measurements at December 31, 2012 Using
		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Investments:
Synthetic GIC wrapper contracts		$	—			$	—			$	113
Interest-bearing cash			855				—				—
Collective trusts
Short-term investments			—				113,142				—
Bond/fixed income funds			—				364,362				—
Common stock funds			—				66,392				—
Blended funds			—				125,525				—
Mutual funds
Corporate bond funds			213,418				—				—
US common stock			424,878				—				—
International common stock			81,857				—				—
ADR & common stock, other than McDonald’s Corp. common stock
ADR – International large cap			13,894				—				—
ADR – International mid cap			510				—				—
Common stocks – US large cap			117,568				—				—
Common stocks – US mid cap			57,123				—				—
Common stocks – US small cap			58,376				—				—
Common stocks – International large cap			16,134				—				—
Common stocks – International mid cap			4,984				—				—
Common stocks – International small cap			4,323				—				—
McDonald’s Corp. common stock			1,334,238				—				—
		$	2,328,158			$	669,421			$	113

 

 

 

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

 

		Fair Value Measurements at December 31, 2011 Using
		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Investments:
Synthetic GIC wrapper contracts		$	—			$	—			$	313
Collective trusts
Short-term investments			—				71,353				—
Bond/fixed income funds			—				325,659				—
Common stock funds			—				52,970				—
Blended funds			—				144,544				—
Mutual funds
Corporate bond funds			142,860				—				—
US common stock			351,430				—				—
International common stock			94,332				—				—
ADR & common stock, other than McDonald’s Corp. common stock
ADR – International large cap			15,475				—				—
ADR – International mid cap			53				—				—
ADR – International small cap			737				—				—
Common stocks – US large cap			132,068				—				—
Common stocks – US mid cap			45,702				—				—
Common stocks – US small cap			24,292				—				—
Common stocks – International large cap			14,546				—				—
Common stocks – International mid cap			4,714				—				—
Common stocks – International small cap			1,530				—				—
McDonald’s Corp. common stock			1,698,917				—				—
		$	2,526,656			$	594,526			$	313

The table below presents a reconciliation of Plan investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the year ended December 31, 2012 (amounts in thousands):

 

		Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (Wrapper Contracts)
Beginning balance, January 1, 2012		$	313
Change in fair value of fully benefit-responsive investment contract*			(200	)
Ending balance, December 31, 2012		$	113

 

*

Unrealized appreciation (depreciation) of the wrapper contracts associated with the fully benefit-responsive investment contract is reported as an increase (decrease) in Plan investments and as an offsetting decrease (increase) in the adjustment from fair value to contract value reported in the 2012 statement of net assets available for benefits, with no effect on the 2012 change in net assets available for benefits.

 

 

 

11

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Participant Loans: Participant loans are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances.

Fair Value of Long-Term Debt: The fair value of the Plan’s long-term debt is estimated based on the current rates available to the Plan for debt of the same remaining maturities (level 2). As of December 31, 2012, the estimated fair value and carrying value of the Plan’s long-term debt was $36,874,000 and $31,458,000, respectively. As of December 31, 2011, the estimated fair value and carrying value of the Plan’s long-term debt was $47,077,000 and $39,616,000, respectively.

Unallocated Net Assets Available for Benefits: Unallocated net assets available for benefits represents the fair value of shares of McDonald’s common stock purchased through the ESOP which have not been released for allocation to participants’ accounts offset by the balance of the debt issued by the ESOP. Unallocated net assets available for benefits are reduced by the fair value of the shares as they are allocated to participants as Company matching contributions.

Payment of Benefits: Benefits are recorded at the time of payment.

NOTE 3 - INVESTMENTS

The following presents the fair values of investments that represent 5 percent or more of the Plan’s net assets at December 31, 2012 and 2011 (amounts in thousands).

 

		2012				2011
Investments at fair value:
McDonald’s Corporation common stock		$	1,334,238			$	1,698,917
JP Morgan Chase Bank Intermediate Bond Fund			204,813				175,739
Blackrock Global Allocation Fund			176,631				152,913	*
Vanguard Institutional Index Fund			179,144				149,034	*

 

*	Not above 5% threshold, presented for comparative purposes

 

 

 

12

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 4 - INVESTMENT CONTRACTS

The Plan investments include a Stable Value Fund, managed by JPMorgan, which is a unitized fund established solely for the investment of assets of the Plan. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by JPMorgan. The Stable Value Fund holds synthetic guaranteed investment contracts, with collective funds and short-term investments as underlying investments. The underlying investments and wrapper contracts of these synthetic investment contracts are included in the financial statements at fair value.

The wrapper contracts within the Stable Value Fund specify certain conditions under which distributions from the contracts would be payable at amounts below contract value. Such circumstances include the termination of the Plan, a material adverse change to the provisions of the Plan, if the employer elects to withdraw from a wrapper contract in order to switch to a different investment provider, or if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract. The contracts limit the circumstances under which the issuer may terminate the contracts. Examples of circumstances which would allow the issuer to terminate the contracts include the Plan’s loss of its qualified status, un-cured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these events were to occur, the issuer could terminate the contracts at the market value of the underlying investments. Currently, the occurrence of an event that would cause the Plan to transact contract distributions at less than contract value is not probable.

The crediting interest rates of the contracts are based on agreed-upon formulas with the issuers, as defined in the contract agreements, but cannot be less than zero. The interest rates are reviewed on a quarterly basis for resetting. The key factors that influence future interest crediting rates could include the following: the level of market interest rates; the amount and timing of participant contributions; transfers and withdrawals into/out of the contracts; and the duration of the underlying investments backing the contracts.

The Plan’s allocable share of the resulting gains and losses in the fair value of the investment contracts relative to the contract value is reflected as an adjustment from fair value to contract value on the statement of net assets as of December 31, 2012 and 2011.

 

		2012				2011
Average contract yield, in the aggregate for all contracts:
Based on annualized earnings (1)			2.33	%			3.61	%
Based on interest rate credited to participants (2)			2.07	%			3.20	%

 

(1)	Computed by dividing the annualized one-day actual earnings of the contracts on the last day of the Plan year by the fair value of the contracts’ investments on the same date.

(2)	Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the contracts’ investments on the same date.

NOTE 5 - NONPARTICIPANT-DIRECTED INVESTMENTS

The nonparticipant directed net assets of the Plan and changes therein consist of those reflected in the financial statements as “ESOP – Unallocated Account.”

 

 

 

13

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 6 - NOTES PAYABLE

In September 1989, the Leveraged ESOP issued $200 million of 7.67% Guaranteed ESOP Notes, Series A, for 15 years with a final maturity of September 15, 2004. In April 1991, the Leveraged ESOP issued $100 million of 7.30% Guaranteed ESOP Notes, Series B, for 15 years with a final maturity of June 1, 2006. In November 1999, the Leveraged ESOP paid down $84,740,000 of these notes and refinanced both the Series A and Series B Notes. At that time, the Leveraged ESOP issued a $104,672,800, 7.11% ESOP Note, for 19 years with a final maturity of July 15, 2018, and a $28,305,658, 7.11% ESOP Note, for three years with a final maturity of July 15, 2002. The remaining outstanding ESOP Note is a loan directly between the ESOP and the Company.

Principal and interest payments are made according to the applicable loan schedules. Dividends on the converted common stock and Company contributions are used to repay the loans.

The Series A/B Notes are collateralized by unallocated shares of McDonald’s common stock, valued at $161,068,552 at December 31, 2012. All Notes are guaranteed by the Company. Holders of the Notes have no recourse against the assets of the ESOP, except for such collateralized shares, cash contributions to the ESOP, and earnings attributable to such collateralized shares or contributions. The unallocated shares of McDonald’s common stock may be released from collateral under certain circumstances without the consent of the holders of the Notes.

Following are maturities of the Notes for each of the next five years and beyond (amounts in thousands):

 

		Series A Notes				Series B Notes				Total
2013		$	5,506			$	2,773			$	8,279
2014			4,793				2,415				7,208
2015			4,481				2,257				6,738
2016			2,721				1,371				4,092
2017			1,962				988				2,950
2018			1,457				734				2,191
Total over remaining life of notes		$	20,920			$	10,538			$	31,458

NOTE 7 - PLAN TERMINATION

Although it has not expressed any intent to do so, the McDonald’s Corporation has the right under the Plan to allow an employer to discontinue its contributions at any time and the Company may terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

NOTE 8 - ADMINISTRATIVE FEES

The investment managers’ fees applicable to each investment fund are netted against the related investment income before investment income is allocated to participants’ accounts. Fees for managed account services provided by an independent third-party are charged directly to participant accounts only for individuals that use this service. Revenue sharing received from investments in mutual funds reduces administrative fees. Remaining administrative fees associated with the Plan are paid by the Company.

 

 

 

14

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McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 9 - INCOME TAX STATUS

The Internal Revenue Service has determined and informed the Company by letter dated March 4, 2010, that the Plan and related trust are designed, including amendments adopted through February 13, 2009, in accordance with applicable sections of the Internal Revenue Code (IRC). On November 30, 2012, the Company applied for a new determination letter with respect to the 2012 Plan restatement and the first amendment. Although the Company has not received a new determination letter, Plan management believes that the Plan is designed and being operated in compliance with the applicable requirements of the IRC. Therefore, they continue to believe that the Plan is qualified and the related trust was tax-exempt as of the financial statement date.

NOTE 10 - TRANSACTIONS WITH PARTIES IN INTEREST

During 2012, the Plan received $46,087,703 in common stock dividends from the Company. In connection with the Leveraged ESOP refinancing discussed in Note 6, $132,978,458 of debt, at an interest rate of 7.11%, was issued directly by the Company to the Plan in 1999. This loan is intended to be an exempt loan under Section 408(b)(3) of ERISA and Section 4975(d)(3) of the IRC.

During 2012, fees totaling $2,630,000 were paid by the Plan to the managers of the investments held in the Plan and an advisor to Plan participants. These transactions qualify as party-in-interest transactions.

Certain Plan assets are held in participant loans or investments managed by Northern Trust, therefore these transactions qualify as party-in-interest. A portion of the Plan’s assets are also invested in Company stock (see Note 3).

Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan.

NOTE 11 - RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

 

 

15

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Table of Contents

McDONALD’S CORPORATION PROFIT SHARING AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011

 

 

 

NOTE 12 - FORM 5500 RECONCILIATION

Following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2012 and 2011 to net assets per the Form 5500 (amounts in thousands):

 

		2012				2011
Net assets available for benefits per the financial statements		$	2,993,023			$	3,121,405
Adjustment from contract value to fair value for fully benefit responsive investment contracts			13,481				8,788
Net assets per the Form 5500		$	3,006,504			$	3,130,193

Following is a reconciliation of the decrease in net assets available for benefits per the financial statements for the year ended December 31, 2012, to the net loss per the Form 5500 (amounts in thousands):

 

Decrease in net assets available for benefits per the financial statements		$	(128,382	)
Change in the adjustment from contract value to fair value for fully benefit responsive investment contracts at December 31, 2012			4,693
Net loss per the Form 5500		$	(123,689	)

 

 

 

16

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Table of Contents

 

 

 

MCDONALD’S CORPORATION, EIN 36-2361282

MCDONALD’S CORPORATION PROFIT SHARING and SAVINGS PLAN, PLAN NUMBER 001

PLAN YEAR END DECEMBER 31, 2012

FORM 5500, SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

(a)		(b) (c)		(d)		(e)
		IDENTITY OF ISSUER/DESCRIPTION		COST**		MARKET VALUE
		CORPORATE COMMON STOCKS & AMERICAN DEPOSITORY RECEIPTS
		#REORG/SMART BALANCE NAME CHANGE WITH CUSIP 2M13AP1 1/02/2013					553,977.60
		1ST HORIZON NATL CORP COM					385,568.37
		1ST NIAGARA FINL GROUP INC NEW COM					154,397.10
		1ST UTD BANCORP INC FLA COM STK					155,081.25
		8X8 INC NEW COM					268,486.09
		AARON’S INC CLASS A					361,418.40
		ABBOTT LAB COM					756,918.00
		ABM INDS INC COM					299,050.50
		ACADIA HEALTHCARE CO INC COM					271,537.87
		ACADIA PHARMACEUTICALS INC COM					25,844.70
		ACCELRYS INC COM					132,799.70
		ACCO BRANDS CORP COM					297,049.80
		ACE LTD COM STK					1,759,590.00
		ACTUANT CORP CL A NEW					164,808.55
		ACUITY BRANDS INC COM					357,885.32
		ADOBE SYS INC COM					1,433,724.00
		ADR AMARIN CORP PLC SPONSORED ADR NEW					159,211.20
		ADR ARM HLDS PLC SPONSORED ISIN US0420681068					698,530.95
		ADR ASML HOLDING NV NY REG 2012 (POST REV SPLIT)\					57,131.67
		ADR AXA SA SPONSORED ADR					19,586.50
		ADR BAIDU INC SPONSORED ADR					762,805.74
		ADR BASF AKTIENGESELLSCHAFT - LEVEL I					242,250.00

 

 

 

17

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Table of Contents

 

 

 

		ADR BHP BILLITON LTD SPONSORED ADR					325,133.80
		ADR BRIT AMERN TOB PLC SPONSORED COM STK					220,218.75
		ADR BURBERRY GROUP PLC SPONSORED					290,394.38
		ADR INDUSTRIA DE DISENO TEXTIL INDITEX SA ADR ADR					1,729,659.78
		ADR NESTLE S A SPONSORED ADR REPSTG REG SH					236,241.25
		ADR NOVARTIS AG					2,433,885.00
		ADR NOVO-NORDISK A S ADR					1,335,221.01
		ADR RANDGOLD RES LTD ADR					1,723,476.25
		ADR RIO TINTO PLC SPONSORED ADR					323,909.84
		ADR TENARIS S A SPONSORED ADR					128,904.00
		ADR TENCENT HLDGS LTD ADR					414,067.30
		ADR UNILEVER N V NEW YORK SHS NEW					198,202.50
		ADR VALE S A ADR					187,592.00
		ADR VODAFONE GROUP PLC NEW SPONSORED ADR					2,838,913.00
		ADR YARA INTL ASA SPONSORED ADR					18,652.50
		ADR YOUKU TUDOU INC					60,173.76
		ADVANCE AUTO PTS INC COM					206,197.50
		ADVANCED MICRO DEVICES INC COM					120,648.00
		AEGERION PHARMACEUTICALS INC COM					239,453.09
		AFC ENTERPRISES INC COM					63,495.90
		AFFILIATED MANAGERS GROUP INC COM STK					406,068.00
		AFFYMAX INC COM					24,282.00
		AGILENT TECHNOLOGIES INC COM					441,701.66
		AGNICO-EAGLE MINES LTD COM					293,513.70
		AGRIUM INC COM					194,824.50
		AIR METHODS CORP COM NEW COM NEW					506,757.93
		ALASKA AIR GROUP INC COM					297,321.00
		ALBEMARLE CORP COM					80,756.00
		ALEXION PHARMACEUTICALS INC COM					1,357,712.13
		ALLERGAN INC COM					1,234,960.99
		ALLIED HEALTHCARE PRODS INC COM					159,430.60
		ALLOT COMMUNICATIONS LTD COM STK					87,496.20
		ALNYLAM PHARMACEUTICALS INC COM					373,504.50
		AMAZON COM INC COM					2,334,597.44
		AMERICAN EAGLE OUTFITTERS INC NEW COM					146,646.50
		AMERICAN RAILCAR INDS INC COM STK					42,105.71
		AMERICAN TOWER CORP					1,728,993.52

 

 

 

18

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Table of Contents

 

 

 

		AMERICAN VANGUARD CORP COM					209,038.96
		AMERN RIV BANKSHARES					117,789.96
		AMERN WOODMARK CORP COM					37,028.42
		ANACOR PHARMACEUTICALS INC COM STK					23,197.20
		ANALOGIC CORP COM PAR $0.05					326,771.40
		APOGEE ENTERPRISES INC COM					56,329.50
		APPLE INC COM STK					4,579,260.73
		APPLIED MICRO CIRCUITS CORP COM NEW STK					238,140.00
		ARCH CAPITAL GROUP COM STK					92,442.00
		ARCTIC CAT INC COM					29,149.47
		ARGO GROUP INTERNATIONAL HOLDINGS COM STK					548,020.85
		ARIAD PHARMACEUTICALS INC COM					280,200.62
		ARQULE INC COM					14,962.77
		ARRAY BIOPHARMA INC COM					31,739.04
		ARRIS GROUP INC COM					408,758.40
		ARTIO GLOBAL INVS INC COM CL A COM CL A					135,698.00
		ARUBA NETWORKS INC COM					351,007.00
		ATHENAHEALTH INC COM MON STOCK					269,267.70
		ATWOOD OCEANICS INC COM					54,948.00
		AVAGO TECHNOLOGIES LTD					801,916.14
		AVERY DENNISON CORP COM					520,482.60
		AVIS BUDGET GROUP INC COM STK					286,042.24
		B/E AEROSPACE INC COM					131,898.00
		BANCORP INC DEL COM STK					169,585.23
		BANNER CORP COM NEW COM NEW					53,009.25
		BARRETT BUSINESS SVCS INC COM					62,810.41
		BARRICK GOLD CORP					1,613,961.00
		BAXTER INTL INC COM					1,866,480.00
		BB&T CORP COM					1,467,144.00
		BBCN BANCORP INC COM					44,625.49
		BCE INC COM NEW					1,670,366.00
		BEACON ROOFING SUPPLY INC COM					365,414.40
		BED BATH BEYOND INC COM					195,685.00
		BIOGEN IDEC INC COM STK					925,927.71
		BIOSCRIP INC COM					112,514.19
		BLACK DIAMOND INC COM					177,489.00
*		BLACKROCK INC COM STK					1,431,466.75
		BLOUNT INTL INC NEW COM					365,679.30

 

 

 

19

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Table of Contents

 

 

 

		BOEING CO COM					1,162,126.56
		BONANZA CREEK ENERGY INC COM COM STK					410,930.73
		BORG WARNER INC COM					561,142.70
		BRISTOL MYERS SQUIBB CO COM					1,000,121.92
		BROADCOM CORP CL A					119,888.10
		BROCADE COMMUNICATIONS SYS INC COM NEW STK					110,400.29
		BROOKFIELD ASSET MGMT INC VOTING SHS CL A VOTING SHS CL A					118,196.25
		BROWN & BROWN INC COM					604,547.70
		BRUNSWICK CORP COM					353,094.42
		CABOT OIL & GAS CORP COM					157,675.80
		CALAMP CORP COM					52,174.72
		CANADIAN NATL RY CO COM					288,956.75
		CAP 1 FNCL COM					2,464,921.50
		CAPSTEAD MTG CORP COM NO PAR COM NO PAR					194,863.83
		CARDTRONICS INC COM STK					151,936.00
		CARPENTER TECH CORP COM					139,401.00
		CASELLA WASTE SYS INC CL A COM STK					417,479.70
		CATAMARAN CORP					160,174.00
		CATHAY GENERAL BANCORP INC COM					317,557.50
		CAVCO INDS INC DEL COM STK					405,987.54
		CAVIUM INC COM					173,527.60
		CBRE GROUP INC CL A CL A					176,911.00
		CDN NAT RES LTD COM CDN NAT RES COM STK					374,617.12
		CDN PAC RY LTD COM CDN PAC RY LTD					518,262.00
		CELADON GROUP INC COM					52,583.70
		CELANESE CORP DEL COM SER A STK					162,534.50
		CENTURY CASINOS INC COM					368,660.40
		CERUS CORP COM					22,631.92
		CF INDS HLDGS INC COM					50,790.00
		CHART INDS INC COM PAR $0.01 COM PAR $0.01					242,612.13
		CHEMICAL FINL CORP COM					248,410.80
		CHEMTURA CORP COM NEW					296,534.48
		CHICOS FAS INC COM					96,915.00
		CHIMERA INVT CORP COM STK					872,593.47
		CHRISTOPHER & BANKS CORP COM					34,651.10
		CIENA CORP COM NEW COM NEW					114,139.00
		CIN BELL INC NEW COM STK					353,268.20

 

 

 

20

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Table of Contents

 

 

 

		CINEMARK HLDGS INC COM					66,768.60
		CINTAS CORP COM					52,965.50
		CISCO SYSTEMS INC					2,770,650.00
		CITIGROUP INC COM NEW COM NEW					3,156,888.00
		CITRIX SYS INC COM					215,331.25
		CLOVIS ONCOLOGY INC					41,520.00
		COACH INC COM					1,053,468.78
		COBALT INTL ENERGY INC COM					59,189.60
		COCA COLA CO COM					1,473,562.50
		COINSTAR INC COM					656,626.25
		COLUMBIA BKG SYS INC COM					292,332.30
		COMMVAULT SYS INC COM STK					505,397.50
		COMPUTER PROGRAMS & SYS INC COM					292,928.46
		COMPUWARE CORP COM					95,112.50
		CON-WAY INC COM STK					343,020.60
		CONCHO RES INC COM STK					1,161,675.20
		CONNS INC COM					843,025.04
		CORE LABORATORIES NV NLG0.03					163,965.00
		CORNERSTONE ONDEMAND INC					435,537.97
		CORONADO BIOSCIENCES INC COM .					18,788.66
		COSTAR GROUP INC COM					264,803.31
		COSTCO WHOLESALE CORP NEW COM					1,765,513.75
		COVIDIEN PLC USD0.20(POST CONSLDTN)					1,749,522.00
		CRANE CO COM					129,584.00
		CRAY INC COM NEW STK					373,230.00
		CRIMSON EXPL INC COM NEW STK					24,857.28
		CROSS CTRY HEALTHCARE INC COM					100,867.20
		CROWN CASTLE INTL CORP COM STK					2,255,288.64
		CROWN HLDGS INC COM					91,656.90
		CUBIST PHARMACEUTICALS INC COM					369,665.34
		CUMMINS INC					1,527,735.00
		CYANOTECH CORP COM PAR $0.02 STK					9,806.34
		CYBERONICS INC COM					547,205.01
		CYNOSURE INC CL A					86,771.89
		DATALINK CORP COM STK					278,516.25
		DAVITA HEALTHCARE PARTNERS INC COM					329,379.40
		DELTA AIR LINES INC DEL COM NEW COM NEW					136,623.70
		DEMANDWARE INC COM					29,369.00

 

 

 

21

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		DEXCOM INC COM					289,294.16
		DIAGEO PLC SPONSORED ADR NEW					244,818.00
		DIAMONDBACK ENERGY INC COM					40,285.84
		DICKS SPORTING GOODS INC OC-COM					94,164.30
		DIGITAL RLTY TR INC COM					108,624.00
		DISCOVERY LABORATORIES INC NEW COM					302,272.27
		DOLAN CO COM STK					117,439.10
		DOMINOS PIZZA INC COM					456,229.80
		DREW INDS INC COM NEW COM NEW					49,374.75
		DSW INC CL A CL A					209,945.24
		DUNKIN BRANDS GROUP INC COM					878,473.68
		DXP ENTERPRISES INC COM NEW STK					34,103.65
		DYCOM INDS INC COM					310,563.00
		EAGLE MATLS INC COM					206,505.00
		EAST WEST BANCORP INC COM					183,954.40
		EASTMAN CHEM CO COM					303,503.00
		EATON CORP PLC COM USD0.50					156,421.20
		EBAY INC COM USD0.001					859,380.88
		EDGEN GROUP INC CL A CL A					24,349.94
		ELIZABETH ARDEN INC COM					694,864.38
		ELLIE MAE INC COM STK					936,423.75
		EMC CORP COM					1,676,226.20
		EMPIRE RESORTS INC COM NEW COM NEW					66,554.12
		ENCANA CORP COM NPV					1,102,608.00
		ENDEAVOUR MINING CORPORATION					208,542.57
		ENDOLOGIX INC COM					564,516.32
		ENERGY XXI (BERMUDA) COM STK USD $0.005					274,580.70
		ENSIGN GROUP INC COM STK					150,958.88
		ENTEROMEDICS INC COM NEW COM STK					186,536.00
		ENTEROMEDICS INC WT EXP 09/28/2016					1,427.40
		ENTEROMEDICS INC WTS					20,645.45
		ENTRAVISION COMMUNICATIONS CORP CL A					134,026.74
		EOG RESOURCES INC COM					374,811.37
		EQUIFAX INC COM					125,558.40
		EQUINIX INC COM NEW COM NEW					113,410.00
		ESTEE LAUDER COMPANIES INC CL A USD0.01					1,317,518.60
		EXPEDIA INC DEL COM NEW					207,393.75
		EXPEDITORS INTL WASH INC COM					146,335.00

 

 

 

22

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		EXPRESS SCRIPTS HLDG CO COM					1,324,890.00
		EXXON MOBIL CORP COM					2,990,302.50
		EZCORP INC CL A NON VTG					242,490.60
		F5 NETWORKS INC COM STK					310,880.00
		FACEBOOK INC CL A CL A					914,660.61
		FAMILY DLR STORES INC COM					354,969.18
		FIESTA RESTAURANT GROUP INC COM					55,948.64
		FINISAR CORPORATION COMMON STOCK					227,385.00
		FINISH LINE INC CL A					173,020.20
		FIRST ACCEP CORP COM STK					125,012.50
		FIRST REP BK SAN FRANCISCO CALIF NEW COM					100,962.40
		FLEETMATICS GROUP PLC COM EUR0.015					66,875.28
		FLOTEK INDS INC DEL COM					308,623.40
		FMC TECHNOLOGIES INC COM					253,125.30
		FORD MTR CO DEL COM PAR $0.01 COM PAR $0.01					945,997.50
		FORMFACTOR INC COM STK					226,996.80
		FORUM ENERGY TECH COM USD0.01					185,724.00
		FRESH DEL MONTE PRODUCE INC COM STK					405,131.25
		FULTON FINL CORP PA COM					136,269.80
		FUSION-IO INC					131,159.60
		GENERAL ELECTRIC CO					2,655,235.00
		GENESEE & WYO INC CL A CL A					492,770.16
		GENMARK DIAGNOSTICS INC COM STK					41,706.00
		GENTEX CORP COM					424,842.68
		GENTHERM INC COM NPV					27,424.60
		GEO GROUP INC COM STK					276,219.00
		GEORGIA GULF CORP COM PAR $0.01 NEW COM PAR $0.01 NEW					334,945.92
		GEOSPACE TECHNOLOGIES CORP COM					366,855.36
		GILEAD SCIENCES INC					1,658,280.65
		GLACIER BANCORP INC NEW COM					110,913.40
		GLOBAL PMTS INC COM					410,644.50
		GNC HLDGS INC GNC HOLDINGS INC					299,653.12
		GOLDCORP INC NEW COM					197,079.00
		GOLDGROUP MNG INC COM NPV					44,638.83
		GOLDGROUP MNG INC COMSTK					49,532.99
		GOLDMAN SACHS GROUP INC COM					1,274,962.20
		GOLUB CAPITAL BDC INC COM					131,355.60

 

 

 

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		GOOGLE INC CL A CL A					2,992,122.66
		GRAFTECH INTL LTD COM					155,075.85
		GREAT LAKES DREDGE & DOCK CORP NEW COM					75,663.89
		GREEN MTN COFFEE ROASTERS					76,516.00
		GSI GROUP INC CDA NEW COM NEW COM NEW					154,884.10
		GUIDEWIRE SOFTWARE INC COM USD0.0001					695,150.80
		GULFPORT ENERGY CORP COM NEW COM NEW					611,099.58
		H & E EQUIP SVCS INC COM					57,929.08
		HAIN CELESTIAL GROUP INC COM					278,419.70
		HALCON RES CORP COM STK					39,734.64
		HALLIBURTON CO COM					1,739,703.50
		HANOVER INS GROUP INC COM					308,951.50
		HARLEY DAVIDSON COM USD0.01					136,752.00
		HARRIS TEETER SUPERMARKETS INC COM					94,472.00
		HATTERAS FINL CORP COM REIT					164,738.40
		HCC INS HLDGS INC COM					504,753.65
		HEALTHCARE SVCS GROUP INC COM					539,423.83
		HEALTHSTREAM INC COM STK ISIN#US42222N1037					263,471.78
		HELIX ENERGY SOLUTIONS GROUP INC COM STK					358,310.40
		HELMERICH & PAYNE INC COM					119,861.40
		HENRY JACK & ASSOC INC COM					62,816.00
		HERCULES OFFSHORE INC COM STK					250,382.70
		HILL INTL INC COM					311,429.40
		HILL ROM HLDGS INC COM STK					169,432.50
		HILLTOP HLDGS INC COM STK					153,137.40
		HOMEAWAY INC					102,300.00
		HONEYWELL INTL INC COM STK					3,122,724.00
		HORNBECK OFFSHORE SVCS INC NEW COM					172,352.46
		HYATT HOTELS CORP COM CL A COM CL A					173,565.00
		IBERIABANK CORP COM					612,526.40
		IHS INC COM CL A COM CL A					177,600.00
		ILLUMINA INC COM					168,382.11
		IMPERVA INC					55,461.27
		INCONTACT INC COM					48,557.32
		INFINITY PHARMACEUTICALS INC COM STK					406,140.00
		INGERSOLL-RAND PLC COM STK					197,835.00
		INGREDION INC COM					161,075.00
		INNERWORKINGS INC COM					67,742.48

 

 

 

24

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		INTEGRATED ELECTRICAL SVCS INC COM NEW STK					207,346.70
		INTERACTIVE INTELLIGENCE GROUP INC COM COM					43,367.22
		INTERCONTINENTALEXCHANGE INC COM					137,429.10
		INTERMEC INC COM					385,121.74
		INTERNATIONAL BUSINESS MACHS CORP COM					1,479,915.30
		INTEROIL CORP COM					1,661,457.60
		INTERPUBLIC GROUP COMPANIES INC COM					386,030.60
		INTERTAPE POLYMER GROUP INC COM					84,811.50
		INTERXION HLDG NV COM					614,599.92
		INTUIT COM					808,426.50
		INTUITIVE SURGICAL INC COM NEW STK					122,592.50
		INVENTURE FOODS INC COM STK					26,479.20
		INVESCO LTD COM STK USD0.10					74,878.30
		IPG PHOTONICS CORP COM					680,096.60
		JABIL CIRCUIT INC COM					543,881.55
		JACOBS ENGR GROUP INC COM					148,995.00
		JAMES RIV COAL CO COM NEW STK					167,504.00
		JAZZ PHARMACEUTICALS PLC COM USD0.0001					555,886.80
		JETBLUE AWYS CORP COM					257,949.25
		JOHN BEAN TECHNOLOGIES CORP COM STK					442,295.30
		JOHNSON & JOHNSON COM USD1					3,024,815.00
		JOHNSON CTL INC COM					2,073,785.00
		JOY GLOBAL INC COM					140,316.00
*		JPMORGAN CHASE & CO COM					2,765,713.00
		KAISER ALUM CORP COM PAR $0.01 COM PAR $0.01					327,820.66
		KAPSTONE PAPER & PACKAGING CORP KAPSTONEPAPER AND PACKAGING CORP COMMON STOCK					332,960.95
		KELLY SERVICES INC CL A COM					400,819.10
		KENNAMETAL INC CAP					138,000.00
		KEY ENERGY SVCS INC					139,764.50
		KEY TRONIC CORP COM					58,613.76
		KIRBY CORP COM					154,725.00
		KRISPY KREME DOUGHNUTS INC COM STK					241,713.22
		KROGER CO COM					164,706.60
		KS CY SOUTHN					417,566.96
		LEAPFROG ENTERPRISES INC CL A					270,740.36
		LIBERTY GLOBAL INC COM SER A					125,350.10
		LIFE TIME FITNESS INC COM					186,998.00

 

 

 

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		LINDSAY CORPORATION COM					348,682.24
		LINKEDIN CORP CL A					1,369,687.78
		LIONS GATE ENTMT CORP COM NEW					281,325.60
		LIVEPERSON INC COM STK ISIN# US5381461012					25,149.96
		LOGMEIN INC COM					152,388.00
		LOWES COS INC COM					562,992.00
		LUCARA DIAMOND CORP					103,659.08
		LULULEMON ATHLETICA INC COM					1,112,729.31
		LUMBER LIQUIDATORS HLDGS INC COM					196,686.09
		M / I HOMES INC					70,596.00
		MANPOWER INC COM					152,784.00
		MANULIFE FINL CORP COM					16,647.75
		MARATHON OIL CORP COM					1,552,929.00
		MARINEMAX INC COM					51,217.26
		MARKET LEADER INC COM					35,016.30
		MARKETAXESS HLDGS INC COM STK					318,547.20
		MARRIOTT INTL INC NEW COM STK CL A					190,077.00
		MARSH & MCLENNAN CO’S INC COM					203,373.00
		MASTEC INC COM					115,425.90
		MASTERCARD INC CL A					2,796,857.04
		MCEWEN MNG INC COM					511,201.59
		MCKESSON CORP					1,420,464.00
		MEAD JOHNSON NUTRITION COM USD0.01					141,663.50
		MEDIDATA SOLUTIONS INC COM					421,292.50
		MEDIVATION INC COM STK					491,749.92
		MEMC ELECTR MATLS INC COM					148,302.00
		MERCADOLIBRE INC COM STK					69,141.60
		MERCURY GEN CORP NEW COM					180,986.40
		MERGE HEALTHCARE INC COM STK					137,393.75
		METLIFE INC COM					688,446.00
		MFA FINL INC					152,468.00
		MFC MARKET VECTORS ETF TR JR GOLD MINERSETF					496,188.00
		MICHAEL KORS HOLDINGS LTD COM NPV					163,296.00
		MICRON TECH INC COM					348,049.85
		MICROSOFT CORP COM					1,022,422.50
		MIDSOUTH BANCORP INC COM					86,409.75
		MITCHAM INDS INC COM					81,711.85
		MOLYCORP INC COMMON STOCK					58,528.00
		MONDELEZ INTL INC COM					742,323.15

 

 

 

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		MONSANTO CO NEW COM					4,128,159.75
		MORGAN STANLEY COM STK USD0.01					879,309.68
		MOSAIC CO/THE					84,945.00
		MOTORCAR PTS & ACCESSORIES INC COM					127,720.80
		MOVADO GROUP INC COM					607,648.08
		MRV COMMUNICATIONS INC COM NEW COM NEW					6,772.25
		MULTIMEDIA GAMES HOLDING COMPANY COM					555,096.56
		MYLAN INC					346,797.60
		MYR GROUP INC DEL COM STK					31,550.50
		NABORS INDUSTRIES COM USD0.10					181,347.50
		NATIONAL OILWELL VARCO COM STK					909,055.00
		NATURAL GROCERS BY VITAMIN COTTAGE INC COM USD0.001					37,091.87
		NAVISTAR INTL CORP NEW COM					162,186.50
		NCI BUILDING SYSTEMS INC COM NEW					30,454.90
		NEKTAR THERAPEUTICS COM					23,978.76
		NETAPP INC COM STK					544,684.25
		NEUROCRINE BIOSCIENCES INC COM					65,786.60
		NEWMONT MINING CORP NEW COM					313,470.00
		NEWPARK RES INC COM PAR $0.01 NEW COM PAR $0.01 NEW					399,674.90
		NIKE INC CL B					1,761,108.00
		NOBLE CORPORATION (SWITZERLAND) COM USD0.10					282,564.30
		NOBLE ENERGY INC COM					86,479.00
		NORDSON CORP COM					179,892.00
		NORTHWEST BANCSHARES INC MD COM					37,148.40
		NOVADAQ TECHNOLOGIES INC COM					42,890.40
		NXP SEMICONDUCTORS N V COM STK					435,368.70
		OCCIDENTAL PETROLEUM CORP					1,145,319.50
		ODYSSEY MARINE EXPL INC COM					25,170.75
		OFFICIAL PMTS HLDGS INC COM					500,414.64
		OIL STS INTL INC COM ISIN US6780261052					203,173.60
		OLD DOMINION FGHT LINE INC COM					491,506.64
		OLD NATL BANCORP IND COM					56,501.20
		OLD REP INTL CORP COM					200,805.75
		OMNICELL INC COM					165,280.05
		ON ASSIGNMENT INC COM					550,439.76
		ON SEMICONDUCTOR CORP COM					404,437.35
		ONYX PHARMACEUTICALS INC DEL COM					343,510.44

 

 

 

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		ORASURE TECHNOLOGIES INC COM					558,510.66
		ORBITAL SCI CORP COM					259,151.40
		OREXIGEN THERAPEUTICS INC COM					15,430.56
		ORIGEN FINL INC COM					167,924.50
		OSI SYS INC COM					160,356.16
		OUTDOOR CHANNEL HLDGS INC COM NEW COM NEW					13,512.80
		OWENS ILL INC COM NEW					998,009.67
		OXFORD INDS INC COM					325,493.56
		PAC PREMIER BANCORP COM					346,163.20
		PACIRA PHARMACEUTICALS INC COM					21,575.45
		PALO ALTO NETWORKS INC COM USD0.0001					67,970.40
		PANERA BREAD CO CL A					411,369.70
		PARTNERRE HLDG LTD COM STK					82,502.25
		PATRICK INDS INC COM					232,419.72
		PDF SOLUTIONS INC COM					28,304.12
		PENN WEST PETROLEUM LTD COM STK					151,659.90
		PEREGRINE SEMICONDUCTOR CORP COM USD0.001					25,644.25
		PERRIGO CO COM					643,009.43
		PFIZER INC COM					3,602,742.00
		PHARMACYCLICS INC COM					197,728.50
		POLARIS INDS INC COM					78,259.50
		POLYONE CORP COM					528,183.72
		POTASH CORP SASK INC COM					246,906.92
		POWER ONE INC NEW COM USD0.001					87,806.04
		PPG IND INC COM					178,662.00
		PRECISION CASTPARTS CORP COM					2,115,821.40
		PREMIERE GLOBAL SVCS INC COM					433,302.90
		PRICELINE COM INC COM NEW STK					1,124,372.00
		PRIMORIS SVCS CORP COM					551,817.60
		PROCERA NETWORKS INC COM NEW COM NEW					24,430.35
		PROGRESSIVE WASTE SOLUTIONS LTD COM					212,868.00
		PROTO LABS INC COM					32,166.72
		PVH CORP COM USD1					227,570.50
		QUAKER CHEM CORP COM					29,030.54
		QUALCOMM INC COM					718,439.68
		QUALYS INC COM USD0.001					48,747.84
		RACKSPACE HOSTING INC COM STK					1,215,799.90
		RALPH LAUREN CORP CL A CL A					1,412,696.16

 

 

 

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		RANGE RES CORP COM					414,112.53
		RAYMOND JAMES FNCL INC COM STK					491,257.50
		RED HAT INC COM					1,178,677.76
		REDWOOD TR INC COM					276,016.38
		REGENERON PHARMACEUTICALS INC COM					131,723.90
		RENTECH INC COM STK					36,128.31
		REPROS THERAPEUTICS INCORPORATED COMMON STOCK					55,345.50
		RESEARCH IN MOTION LTD COM					119,512.80
		RIGEL PHARMACEUTICALS INC COM NEW STK					8,365.50
		RIVERBED TECHNOLOGY INC COM					158,746.00
		ROBERT HALF INTL INC COM					52,821.20
		ROCK-TENN CO CL A CL A					534,112.40
		ROPER INDS INC NEW COM					684,821.64
		ROSS STORES INC COM					192,232.50
		ROVI CORP COM					291,549.85
		ROYAL CARIBBEAN CRUISES COM STK					69,360.00
		ROYAL GOLD INC COM STK USD0.01					468,345.60
		RYLAND GROUP INC COM					203,341.50
		SAIA INC COM STK					131,876.48
		SALESFORCE COM INC COM STK					1,511,891.40
		SAN GOLD CORP COM STK					58,589.37
		SANDSTORM GOLD LTD COM					208,052.12
		SANDSTORM GOLD LTD COM STK					291,471.83
		SANDSTORM GOLD LTD COMMON (R1933)					396,840.16
		SANDSTORM METALS & ENERGY LTD COM					238,086.17
		SANDVINE CORP COM					376,708.00
		SBA COMMUNICATIONS CORP CL A COM					543,871.16
		SCHLUMBERGER LTD COM COM					987,659.66
		SCIQUEST INC NEW COM					54,050.88
		SELECT COMFORT CORP OC-CAP STK OC-CAP STK					199,807.95
		SEMGROUP CORP CL A CL A					323,582.40
		SERVICESOURCE INTERNATIONAL					175,207.50
		SHIRE PLC ADR					1,409,985.28
		SIERRA BANCORP COM STK					203,053.95
		SIGNATURE BK NY N Y COM					104,156.40
		SILVER STD RES INC COM					331,376.95
		SKYWORKS SOLUTIONS INC COM					141,085.00

 

 

 

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		SOLARWINDS INC COM					347,219.00
		SOUTHWESTERN ENERGY CO COM					1,262,898.00
		SPECTRANETICS CORP COM					383,754.14
		SPLUNK INC COMSTK COM USD0.001					620,853.88
		SPRINT NEXTEL CORP					88,168.50
		SPS COMM INC COM					106,480.39
		STAAR SURGICAL CO COM NEW PAR $0.01					49,922.40
		STAGE STORES INC COM NEW COM NEW					232,932.00
		STANDARD PKG CORP COM					171,829.86
		STANLEY BLACK & DECKER INC COM					2,008,285.50
		STARWOOD HOTELS & RESORTS WORLDWIDE INC COM STK					118,735.20
		STEEL DYNAMICS INC COM					60,412.00
		STERLING BANCORP COM					102,715.25
		STRATASYS INC SHS					865,379.55
		STRYKER CORP					137,872.30
		SUN COMMUNITIES INC COM					255,694.90
		SUNCOR ENERGY INC NEW COM STK					247,350.00
		SUNESIS PHARMACEUTICALS INC COM NEW STOCK					27,165.60
		SUNSHINE HEART INC COM					14,561.19
		SURMODICS INC COM					40,091.48
		SUSSER HLDGS CORP COM STK					48,113.55
		SYKES ENTERPRISES INC COM					403,101.70
		SYNAGEVA BIOPHARMA CORP					250,752.93
		SYNERGY RES CORP COM					51,927.26
		SYNNEX CORP COM STK					458,801.10
		SYNTA PHARMACEUTICALS CORP SYNTA PHARMACEUTICALS CORP					419,817.86
		TALISMAN ENERGY INC COM					17,561.50
		TASER INTL INC COM					33,283.62
		TEAM INC COM STK					97,458.48
		TEARLAB CORP COM					24,198.20
		TECK RESOURCES LIMITED					60,886.25
		TELETECH HLDGS INC COM					397,118.00
		TELLABS INC COM					81,373.20
		TENNECO INC					302,648.20
		TERADATA CORP DEL COM STK					347,017.23
		TESLA MTRS INC COM					1,015,320.99
		TEXAS INDS INC COM					210,416.25

 

 

 

30

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		TEXAS INSTRUMENTS INC COM					3,285,828.00
		THERMON GROUP HLDGS INC					26,495.28
		THL CR INC COM					490,658.25
		THRESHOLD PHARMACEUTICALS INC COM NEW STK					22,005.67
		TIBCO SOFTWARE INC COM					172,558.40
		TIDEWATER INC COM					594,690.80
		TIME WARNER INC USD0.01					3,948,366.50
		TITAN MACHY INC COM					328,485.30
		TJX COS INC COM NEW					1,390,534.65
		TOLL BROS INC COM					164,236.40
		TOWERS WATSON & CO CL A COM STK					404,149.90
		TRACTOR SUPPLY CO COM					146,677.60
		TRANSDIGM GROUP INC COM					1,880,813.48
		TRANSOCEAN LTD					206,059.75
		TREX CO INC COM					45,569.52
		TRIANGLE CAP CORP COM					151,665.50
		TRIANGLE PETROLEUM CORPORATION COMMON STOCK					221,618.02
		TRILOGY ENERGY COR COM NPV					617,224.38
		TRIMAS CORP COM NEW COM NEW					215,571.60
		TRIMBLE NAV LTD COM					114,179.80
		TRIUMPH GROUP INC NEW COM					950,180.30
		TRW AUTOMOTIVE HLDGS CORP COM					222,481.50
		TW TELECOM INC CL A STK					187,204.50
		U M H PPTYS INC COM STK					496,718.05
		UBS AG SHS COM					17,707.50
		UDR INC COM STK					142,680.00
		ULTA SALON COSMETICS & FRAGRANCE INC COMSTK					183,942.72
		ULTIMATE SOFTWARE GROUP INC COM					753,580.62
		ULTRATECH INC EFF 06-10-03					474,493.30
		UNDER ARMOR INC CL A					109,192.50
		UNION PAC CORP COM					1,315,659.80
		UNITED STS STL CORP NEW COM					172,818.80
		UNITED TECHNOLOGIES CORP COM					1,267,792.59
		UNITEDHEALTH GROUP INC COM					2,470,577.76
		UNIVEST CORP PA COM					62,757.00
		UNVL HEALTH SERVICES INC CL B COM					199,443.75
		URBAN OUTFITTERS INC COM					125,164.80

 

 

 

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		UROPLASTY INC COM NEW					16,876.75
		UTD RENTALS INC COM					455,609.68
		V F CORP COM					161,537.90
		VALUECLICK INC COM STK ISIN#US92046N1028					298,137.60
		VERIFONE SYSTEMS INC COM					288,934.80
		VERISK ANALYTICS INC CL A CL A					165,750.00
		VERTEX PHARMACEUTICALS INC COM					1,058,313.96
		VIACOM INC NEW CL B					2,634,363.00
		VISA INC COM CL A STK					1,359,975.76
		VISHAY INTERTECHNOLOGY INC COM STK					217,383.50
		VMWARE INC CL A COM CL A COM					1,265,147.46
		VOCERA COMMUNICATIONS INC					42,092.70
		WABASH NATL CORP COM					224,581.89
		WALT DISNEY CO					1,145,020.63
		WALTER INVT MGMT CORP					638,803.98
		WATSON PHARMACEUTICALS INC COM					305,300.00
		WD 40 CO COM STK					116,597.25
		WEATHERFORD INTL LTD					189,950.25
		WEIGHT WATCHERS INTL INC NEW COM					261,800.00
		WELLS FARGO & CO NEW COM STK					1,589,370.00
		WESTERN ALLIANCE BANCORPORATION COM					454,822.29
		WESTERN UNION CO					260,427.35
		WHOLE FOODS MKT INC COM					1,575,168.51
		WILEY JOHN & SONS INC CL A					160,586.25
		WILLBROS GROUP INC COM					150,616.00
		WILLIAMS SONOMA INC COM					142,252.50
		WINTRUST FINL CORP COM					392,323.00
		WMS INDS INC COM STK					52,150.00
		WOLVERINE WORLD WIDE INC COM					96,303.00
		WORKDAY INC CL A COM USD0.001					313,756.50
		WYNN RESORTS LTD COM					179,984.00
		XOMA CORP DEL COM					47,873.66
		YUM BRANDS INC COM					1,161,136.80
		ZIONS BANCORP COM					216,568.00
		TOTAL CORPORATE COMMON STOCKS (other than employer securities) & AMERICAN DEPOSITORY RECEIPTS					272,911,620.38

 

 

 

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		McDONALD’S CORPORATION COMMON STOCK
*		MC DONALDS CORP COM			29,975,496.88				167,400,527.50
*		MC DONALDS CORP COM							316,691,983.05
*		MC DONALDS CORP COM							850,145,221.82
		TOTAL McDONALD’S CORPORATION COMMON STOCK			29,975,496.88				1,334,237,732.37
		INTEREST IN REGISTERED INVESTMENT CO.
*		MFO BLACKROCK GLOBAL ALLOCATION FD INC INSTL CL							176,630,946.96
*		MFO DFA EMERGING MARKETS VALUE							6,196,661.83
*		MFO DRIEHAUS MUT FDS INTERNATIONAL DISCOVERY FD							21,638,636.78
*		MFO MANNING & NAPIER FD INC NEW OVERSEASSER							60,218,240.01
*		MFO NUVEEN INVT FDS INC REAL ESTATE SECSFD CL I							62,906,401.09
*		MFO PIMCO FDS PAC INVT MGMT SER FOR FUTURE I DIVERSIFIED INC FD INSTL CL							98,348,552.63
*		MFO PIMCO FDS PAC INVT MGMT SER MODERATEDURATION FD INSTL CL							115,068,922.33
*		MFO VANGUARD INSTL INDEX FD INSTL PLUS SHS							179,144,334.75
		TOTAL INTEREST IN REGISTERD INVESTMENT CO.							720,152,696.38
		MCDONALD’S LOAN ASSETS
*		MCDONALD’S LOAN ASSETS							33,261,969.14
		TOTAL McDONALD’S LOAN ASSETS							33,261,969.14
		INTEREST-BEARING CASH
*		Interest-Bearing Cash (Canada and US dollars)							855,897.32
		TOTAL INTEREST-BEARING CASH							855,897.32
		WRAPPER CONTRACTS
		GIC MONUMENTAL LIFE CONTRACT MDA00824TR RATE 2.19% MAT 12/31/2064							112,819.00
		TOTAL WRAPPER CONTRACTS							112,819.00
		COLLECTIVE TRUSTS
*		JPMCB INTERMEDIATE BOND FUND							204,812,511.00
*		JPMCB LIQUIDITY FUND							43,960,704.69
*		JPMCB MTG PVT PLMT FD							11,488,248.00
*		JPMCB SUBADVISED FIXED INCOME WAMCO FUND							148,061,557.00
*		PIMCO PAPS MODERATE DURATION FUND							125,524,393.00

 

 

 

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*		MFO ARTISAN INTERNATIONAL FUND					36,055,737.42
*		MFO MELLON EB DAILY LIQUIDITY SMALL CAP FD					55,162,073.00
*		MFO WELLINGTON TR CO NA COLTV INVT FD SER					11,230,006.48
*		The Northern Trust Company COLTV SHORT TERM INVT FD - Short Term Investment Funds					33,125,518.72
		TOTAL COLLECTIVE TRUSTS					669,420,749.31
		TOTAL ASSETS					3,030,953,483.90
*		Party in Interest
**		Historical cost is disclosed only for nonparticipant-directed investments

 

 

 

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SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				McDonald’s Corporation Profit Sharing and Savings Plan
Dated: June 20, 2013				By:		/s/ Karen Matusinec
						Name: Karen Matusinec
						Title: Chair of the Administrative Committee

 

 

 

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EXHIBITS

 

Exhibit Number		Description of Exhibit
23.1		Consent of Crowe Horwath, LLP Independent Registered Public Accounting Firm

 

 

 

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