Filed Pursuant to Rule 424(b)(2) Registration No. 333-60170 PRICING SUPPLEMENT NO. 2 DATED JUNE 29, 2001 -------------------------------------------- (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: 99.951% of the Principal Amount of the Notes Original Issue Date: July 5, 2001 Stated Maturity: July 1, 2004 Interest Rate: 5.150% per annum Interest Payment Dates: January 1st and July 1st of each year, commencing January 1, 2002 (Applicable only if other than February 15 and August 15 of each year) Regular Record Dates: December 15th and June 15th 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, see attachment hereto) 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: [X] The Notes cannot be redeemed prior to Stated Maturity. [_] The Notes can be redeemed prior to Stated Maturity. Optional Redemption Dates: Not Applicable 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. [_] Other: 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: 0.350% of the principal amount of the Notes Net proceeds to Company (if sale to Agent as principal): 99.601% of the Principal Amount of the Notes -2- Agent's Capacity: [_] Agent [X] Principal Agents: Salomon Smith Barney ABN AMRO Incorporated Banc of America Securities LLC Banc One Capital Markets, Inc. Barclays Capital Deutsche Banc Alex. Brown Fleet Securities, Inc. Goldman, Sachs & Co. JPMorgan Merrill Lynch & Co. Morgan Stanley Dean Witter CUSIP: 580 13MDP6 -3-