Filed Pursuant to Rule 424(b)(2)
Registration No. 333-60170
PRICING SUPPLEMENT NO. 4, DATED FEBRUARY 19, 2002
-------------------------------------------------
(To Prospectus dated May 10, 2001 and
Prospectus Supplement dated May 24, 2001)
U.S.$1,500,000,000
McDONALD'S CORPORATION
Medium-Term Notes, Series G
(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: U.S.$300,000,000
Issue Price: 99.885% of the Principal Amount of the Notes
Original Issue Date: February 22, 2002
Stated Maturity: March 1, 2012
Interest Rate: 5.750% per annum
Interest Payment Dates: March 1 and September 1, commencing September 1, 2002
(Applicable only if other than February 15 and August 15 of each year)
Regular Record Dates: February 15 and August 15 of each year
(Applicable only if other than February 1 and August 1 of each year)
Form: [X] Book-Entry [_] Certificated
Specified Currency:
If other than U.S. dollars)
Option to Receive Payments in Specified Currency: [_] Yes [_] 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: [_] 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: The Notes will be redeemable, in whole or in part,
as set forth below at the option of the Company at
any time.
Redemption Prices:
[_] 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 the option of the Company at any time at a redemption price equal to the
greater of:
(1) 100% of the principal amount of the Notes, or
(2) as determined by the Independent Investment Banker, the sum
of the present values of the remaining scheduled payments of
principal and interest on the Notes (not including any
portion of the payments of interest accrued as of the date
of redemption) 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, in each case, accrued interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, 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.
"Comparable Treasury Issue" means the United States Treasury security
or securities selected by the Independent Investment Banker as having an actual
or interpolated maturity comparable to the remaining term of the Notes that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Dealers
selected by the Company.
"Reference Dealer" means Morgan Stanley & Co. Incorporated plus four
others selected by the Company or their affiliates which are primary U.S.
Government securities dealers, and their respective successors; provided,
however, that if any of the foregoing or their affiliates shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute for it another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means with respect to each Reference
Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted by the
Reference Dealer at 5:00 p.m. (New York time) on the third business day
preceding the redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Notes to be
redeemed.
Unless the Company defaults in payment of the redemption price, and on and
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.
|_| The Notes are subject to a Sinking Fund.
Sinking Fund Dates:
Sinking Fund Amounts:
Amortizing Note: |_| Yes |X| No
Amortization Schedule:
Optional Repayment: |_| Yes |X| No
Optional Repayment Dates:
Optional Repayment Prices:
Original Issue Discount Note: |_| Yes |X| No
Total Amount of OID:
Yield to Stated Maturity:
Initial Accrual Period OID:
Calculation Agent (if other than Principal Paying Agent):
Agent's discount or commission: 0.650% of the principal amount of the Notes
Net proceeds to Company (if sale to Agent as principal): 99.235% of the
Principal Amount of the Notes
Agent's Capacity: |_| Agent |X| Principal
Agents: Morgan Stanley
Salomon Smith Barney
Banc One Capital Markets, Inc.
BNP PARIBAS
JPMorgan
Merrill Lynch & Co.
SG Cowen
Westdeutsche Landesbank Girozentrale
CUSIP: 58013MDR2
Plan of Distribution:
Agents Principal Amount
------ ----------------
Morgan Stanley & Co. Incorporated $120,300,000
Salomon Smith Barney, Inc. 120,300,000
Banc One Capital Markets, Inc. 9,900,000
BNP Paribas Securities Corp. 9,900,000
J.P. Morgan Securities, Inc. 9,900,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 9,900,000
SG Cowen Securities Corporation 9,900,000
Westdeutsche Landesbank Girozentrale 9,900,000
---------------
Total: $300,000,000
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Document #: 155001v2