CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of

Title of Each Class of Securities to be Registered

Offering Price

Registration Fee(1)(2)

Debt Securities

$ 400,000,000

$ 12,280

 

(1)                               Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

(2)                               Pursuant to Rule 457(p) of the Securities Act of 1933, filing fees of $132,020 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-139431) filed by McDonald’s Corporation on December 15, 2006, and have been carried forward, of which $12,280 is offset against the registration fee due for this offering and of which $119,740 remains available for future registration fees.  No additional registration fee has been paid with respect to this offering.

 



Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-139431

PRICING SUPPLEMENT NO. 1, Dated March 12, 2007
(To Prospectus Dated December 15, 2006 and
Prospectus Supplement Dated December 15, 2006)

McDONALD’S CORPORATION

Medium-Term Notes, Series I
(Fixed Rate Notes)
Due from 1 Year to 60 Years from Date of Issue

The following description of the terms of the Notes offered hereby supplements, and, to the extent
inconsistent therewith, replaces, the descriptions included in the Prospectus and
Prospectus Supplement referred to above, to which descriptions reference is hereby made.

Principal Amount:

USD 400,000,000

 

 

 

 

 

 

 

 

Issue Price:

99.770% of the principal amount of the Notes

 

 

 

 

 

 

 

 

Original Issue Date:

March 15, 2007

 

 

 

 

 

 

 

 

Stated Maturity:

March 15, 2017

 

 

 

 

 

 

 

 

Interest Rate:

5.300% per annum

 

 

 

 

 

 

 

 

Interest Payment Dates:

March 15 and September 15 of each year, commencing September 15, 2007

 

[Applicable only if other than February 15 and August 15 of each year]

 

 

 

 

 

 

 

 

Regular Record Dates:

March 1 and September 1 of each year, as the case may be

 

 

 

 

[Applicable only if other than February 1 and August 1 of each year]

 

 

 

 

 

Form:

x Book-Entry      o Certificated

 

 

 

 

 

 

 

 

Specified Currency:

 

 

 

 

 

[Applicable only if other than U.S. dollars]

 

 

 

 

 

 

 

 

Option to Receive Payments in Specified Currency:

o Yes 

o  No

 

 

[Applicable only if Specified Currency is other than U.S. dollars and if Note is not in Book Entry form]

 

 

 

 

 

Authorized Denominations:

 

 

 

 

[Applicable only if other than U.S.$1,000 and increments of U.S.$1,000 or if Specified Currency is other than U.S. dollars]

 

 

 

 

Method of Payment of Principal:

 

 

 

 

[Applicable only if other than immediately available funds]

 



 

Optional Redemption:

o

The Notes cannot be redeemed prior to Stated Maturity.

 

 

 

 

 

 

x

The Notes can be redeemed in whole or in part at any time prior to Stated Maturity at the option of McDonald’s Corporation (the “Company”) as set forth below.

 

 

 

 

 

Optional Redemption Dates:

At any time prior to Stated Maturity at the option of the Company as set forth below.

 

 

 

 

Redemption Prices:

 

 

 

 

o            The Redemption Price shall initially be              % of the principal amount of the Note to be redeemed and shall decline at each anniversary of the initial Optional Redemption Date by             % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount; provided, however, that in the case of an Original Issue Discount Note, the Redemption Price shall be the Amortized Face Amount of the principal amount to be redeemed.

x           Other:  The Notes will be redeemable in whole or in part, at any time prior to Stated Maturity at the Company’s option, at a redemption price equal to the greater of:

(1)                                  100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on those Notes to the redemption date; or

(2)                                  the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued and unpaid interest on those Notes to the redemption date.

For purposes of the determination of the redemption price, the following definitions shall apply:

“Business Day” means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed.

“Comparable Treasury Price” means, with respect to any redemption date, the average of the available Reference Treasury Dealer Quotations for that redemption date.

“Independent Investment Banker” means one of the Reference Treasury Dealers selected by the Company.



“Reference Treasury Dealer” means Barclays Capital Inc., Citigroup Global Markets Inc. plus three other primary U.S. Government securities dealers in New York City, New York (a “Primary Treasury Dealer”) selected by the Company, and their respective successors; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company shall substitute for it another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding the redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue for the Notes to be redeemed, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.

Unless the Company defaults in payment of the redemption price, after the redemption date interest will cease to accrue on the Notes or portion of the Notes called for redemption.

Sinking Fund:

x

The Notes are not subject to a Sinking Fund.

 

 

 

 

 

 

 

Sinking Fund Dates:

o

The Notes are subject to a Sinking Fund.

 

 

 

 

 

 

 

Sinking Fund Amounts:

 

 

 

 

 

 

 

 

 

Amortizing Note:

o

Yes

 x

No

 

 

 

 

 

Amortization Schedule:

 

 

 

 

 

 

 

 

 

Repayment Date

 

Repayment Amount

Outstanding Balance

 

 

 

 

Following Repayment Amount

 

 

 

 

 

 

Optional Repayment:

o

Yes

 x

No

 

 

 

 

 

Optional Repayment Dates:

 

 

 

 

 

 

 

Optional Repayment Prices:

 

 

 

 

 

 

 

Original Issue Discount Note:

o

Yes

 x

No

 

 

 

 

 

Total Amount of OID:

 

 

 

 

 

 

 

 

 

Yield to Stated Maturity:

 

 

 

 

 

 

 

 

 

Initial Accrual Period OID:

 

 

 

 

 

 

 

Calculation Agent (if other than Principal Paying Agent):

 

 

 

 

 

 

 

Agent Commissions:

 

0.625% of the principal amount of the Notes

 

 

 

 

 

 

 



Net proceeds to Company:                 99.145% of the principal amount of the Notes

Agents’ Capacity:                                x  Agent    o  Principal

Agents:

 

 

 

 

 

Joint Bookrunners:

Barclays Capital Inc

 

 

Citigroup Global Markets Inc.

 

 

 

 

Senior Co-Managers:

Banc of America Securities LLC

 

 

J.P. Morgan Securities Inc.

 

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated

 

 

Morgan Stanley & Co. Incorporated

 

 

 

 

Co-Managers:

ABN AMRO Incorporated

 

 

Goldman, Sachs & Co.

 

 

HSBC Securities (USA) Inc.

 

 

SG Americas Securities, LLC

 

 

SunTrust Capital Markets, Inc.

 

 

Wachovia Capital Markets, LLC

 

 

 

 

CUSIP:

58013MEA8

 

 

 

 

 

 

 

 

 

 

 

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