MCDOCI-1007528, MCDOCH907528 , Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 3 of 28 3. Franchising Standards National Franchising revised National applying the begin applying McDonald’s begin will McDonald's When will the revised Standards and and the the guidelines? and guidelines? tools and measurement tools revised measurement revised Reviews taking Franchising Standards National Franchising The revised National Standards will will be be used used for for all all Business Business Reviews taking place place and for prepare to System the for time ample allow will This 2014. after April after April 1, 1, 2014. This will allow ample time for the System to prepare for and understand understand and If there Standards. If revisions to the Standards. the revisions there are are situations situations where where the the measurements measurements and in aa result in Standards result Franchising Standards NationalFranchising revisedNational therevised withthe associatedwith guidelines associated Owner/Operator previously ineligibility where of ineligibility determination of where the the Owner/Operator previously would would have have been been eligible for growth considered eligible growth and and rewrite, rewrite, there there will will be be communication communication with with the the rewrite and rewrite for growth ineligible for becoming ineligible Owner/Operator becoming prior to Owner/Operator prior to the the Owner/Operator growth and compliance. timing of and timing regarding the regarding the expectations and of compliance. 4. 4. Franchising National Franchising theNational of the six of all six meet all to meet have to organization have Owner/Operator’s organization an Owner/Operator's Does an Does certain in certain participate in to participate eligible to be eligible and to rewrite and for growth, eligible for be eligible Standards to be growth, rewrite to be programs and programs and incentives? incentives? McDonald’s System. Standard isis critically Each Standard Yes. Each Yes. criticallyimportant importantto tothe the success success of of the the McDonald's System. Franchise the Franchise with the compliance in be and Standard and be in compliance with each Standard meet each must meet Owner/Operators must participate to participate eligible be to and rewrite and growth for eligible considered eligible for growth and rewrite and to be eligible to be considered to be Agreement to MRP? like programs about specific be to need we Do incentives. and programs in certain programs and incentives. Do we need to be specific about programs like MRP? in Rebuild? National relative to Owner/Operator’s status an Owner/Operator's communicate an McDonald’s communicate willMcDonald's Howwill 5. How S. status relative to the the National Franchising Franchising Standards? Owner/Operator organization Generally, each Owner/Operator Generally, organization will will receive receive aa Business Business Review Review at at least least every every and growth and for growth ineligible for is ineligible that is organization that Owner/Operator organization any Owner/Operator Generally, any 18 months. Generally, Region will The Region will receive aa Business rewrite will Business Review Review every every 12 12 months. months. The will evaluate evaluate the the and guidelines Owner/Operator’s performance Owner/Operator's performance relative relativeto tothe the measurements measurements and guidelines of of each each Regional Management Review, Regional Business Review, During the Standard. During Standard. the Business Management will will communicate communicate the the rewrite. and rewrite. for growth eligibility status Owner/Operator’s eligibility Owner/Operator's status for growth and updating their Review updating Interim Business an Interim In addition, In addition, an an Owner/Operator Owner/Operator may may receive receive an Business Review their meeting not is organization the that apparent becomes it eligibility status eligibility status ifif it becomes apparent that the organization is not meeting or or now now meets meets aa Standard. 6. 6. a Q.SC VP the QSC If an Owner/Operator Owner/Operator disagrees with with the VPon onwhether whetherthe the organization organization meets meets a if an Standard, what Standard, what are are his/her his/her options? options? McDonald’s, our within McDonald's, disputes within and disputes As with As with all all issues and our “open "open door” door" policy policy (e.g., (e.g., appealing appealing to to apply. would apply. McDonald’s management) of McDonald's higher levels or higher Ombudsman or the Ombudsman the levels of management) would 7. 7. franchise term franchise Under what Under what circumstances circumstances could could an an Owner/Operator Owner/Operator not not be be offered offered aa new new term for growth eligible for is eligible Owner/Operator is the Owner/Operator (rewrite) even though the growth and and rewrite? rewrite? Typically, this Typically, thiswould would only onlyoccur occurififthe the restaurant restaurantwas wasclosing closingdue dueto to aa lack lackof of real realestate estate area. trading area. the trading in the changes in or changes tenure or tenure Oneratlons Operations Individual an individual at an visits at ROIP visits gradedROIP measuredgraded onlymeasured Standardonly OperationsStandard theOperations Previously,the 1. Previously, ROIP visits gradedROIP forgraded addedfor beenadded measurement been has aa new Why has level. Why restaurant level. new measurement visits at at the the Owner/Operator organization organization level level as as well? well? 2 2 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7529 MCDOCH007529 MCDOCHOO7S28 , MCDOCHOO7528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 4 of 28 The changes the Operations Operations Standard The changes to to the Standardare areintended intendedto to demonstrate demonstrate our our commitment commitment to to our guests by delivering delivering the the highest highest levels levels of ofQS&C QS&C and our guests by and Food Food Safety, Safety, while while not not deviating deviating from the ROIP process. from the ROIP process. We We believe believe that that this this Standard, Standard, when when measured measured only only at at the the individual restaurant level, does not adequately assess an Owner/Operator’s overall individual restaurant level, does not adequately assess an Owner/Operator's overall operational performance. performance. Previously, Previously, an an organization organization could could fail fail as as many many as as 67% 67% of operational of their their graded visits in an ROIP cycle, and yet still meet the Operations Standard. graded visits in an ROIP cycle, and yet still meet the Operations Standard. We will will continue to use useexisting existingresources, resources,including includingFORs, FORs, SORs SORs and Procedure We continue to and Food Food Safety Safety Procedure Verifications to whether aa restaurant restaurant and and an an Owner/Operator's Owner/Operator’s organization organization Verifications to determine determine whether meet the the Operations Operations Standard. Standard. Please Please refer refer to to the theupdated updated Operations Operations Standard Standard for for details details meet on the the Organization Organization measurement as applied applied to Owner/Operator organizations on measurement as to Owner/Operator organizations with with one, one, two, three, three, four four and and five five or or more more restaurants. restaurants. two, 2. Does aa restaurant restaurant that audit meet meet the the Operations Operations Standard? Standard? Does that fails fails only only one one food food safety safety audit In most However the the severity severity of of the the food food safety safety issues issues may may require require aa different different In most cases, cases, yes. yes. However answer. 3. An Owner/Operator McDonald’s operational An Owner/Operator acquires acquires aa restaurant restaurantthat that does does not not meet meet McDonald's operational standards. During the first few months after the acquisition, the standards. During the first few months after the acquisition, the restaurant restaurant receives receives graded visits not meet meet the the Operations Operations Standard. Standard. How How will will this graded visits that that do do not this impact impact the the Owner/Operator’s eligibility eligibility for growth Owner/Operator's growth and and rewrite? This situation will be be given given aa This situation will will not not impact impactthe the Owner/Operator’s Owner/Operator's status status as as he/she he/she will reasonable period period of raise that The reasonable of time time to to raise that restaurant’s restaurant's operations operationsto to an an acceptable acceptable level. level. The appropriate time should be be discussed discussed with with the theQSC USC VP acquisition. appropriate time frame frame should VPat atthe the time time of of the the acquisition. Please refer refer to to the the QSC USC playbook information on on graded graded visits visits occurring occurring after a Please playbook for for more more information after a change of of ownership ownership takes takes place. place. change 4. If an meet the the Operations Operations Standard Standard and and If an Owner/Operator Owner/Operator sells sells aa restaurant restaurant that that does does not not meet all of other restaurants restaurants in in the the organization organization do do meet meet the theNational National Franchising Franchising all of the the other Standards, is Owner/Operator now now eligible eligible for for growth and rewrite? Standards, is the the Owner/Operator growth and rewrite? Assuming the Owner/Operator’s organization all the National Assuming the Owner/Operator's organization has has consistently consistently met met all the National Franchising Standards at their remaining restaurants, the Owner/Operator Franchising Standards at their remaining restaurants, the Owner/Operator organization organization would likely become eligible for for growth growth and and rewrite rewrite upon upon selling selling its its only only restaurant would likely become eligible restaurant in in the the Improvement Process Process for for Underperforming Underperforming Restaurants Restaurants (IPUR). (IPUR). However, However, the theQSC USC VP VP may Improvement may not immediately immediately support support the Owner/Operator’s growth circumstances that not the Owner/Operator's growth based based on on the the circumstances that caused the the sold sold restaurant restaurant to to not not meet meet the theOperations Operations standard standard in in the the first first place. place. caused 5. IsIsan anOwner/Operator Owner/Operatoreligible eligiblefor forgrowth growth and and rewrite rewrite once once aa restaurant restaurant is is removed removed from from S. IPLIR and normal ROIP ROIP process? IPUR andplaced placed back back into into the the normal process? Depending on facts and and circumstances, circumstances, some Owner/Operators will will be eligible for Depending on the the facts some Owner/Operators be eligible for growth and and rewrite rewrite immediately immediately after after coming coming out out of ofIPUR. IPUR. However, growth However, some some Owner/Operators may eligible for Owner/Operators may not not immediately immediately become become eligible for growth growth and and rewrite rewrite once once the the restaurant is is removed removed from from IPUR IPUR and back into normal ROIP ROIP process. restaurant and placed placed back into the the normal process. Rather, Rather, the the organization must all restaurants organization must demonstrate demonstrate that that it it can can operate operate all restaurants at at aa level levelthat that meets meets McDonald’s USC McDonald's QSCstandards standardsconsistently consistently over over aa period period of of time. time. If an rewrite upon upon coming coming out out of ofIPUR, IPUR, the If an Owner/Operator Owner/Operator is is not not eligible eligible for for growth growth and and rewrite the USC VP the organization organization will will QSC VPwill willcommunicate communicatethe thetime timeperiod, period,up upto totwelve twelve months, months, that that the remain ineligible If during remain ineligible for for growth growth and and rewrite. rewrite. If during that that time time period, period, the the Owner/Operator Owner/Operator consistently meets meetsall allof ofthe theNational NationalFranchising Franchising Standards, Standards, the the organization organization will will regain regain its its consistently 3 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO753O MCDOCH007530 MCDOCHUO752S MCDOCHDO7'528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 5 of 28 eligibility for for growth growth and and rewrite rewriteat at the the end end of of this this time time period. period. Periodic Periodic updates updates regarding regarding eligibility the organization's organization’s status status and and the restaurant's restaurant’s performance performance against against McDonald’s the McDonald's operational operational standards should standards should be be communicated communicated to to the the Owner/Operator Owner/Operator while the organization remains ineligible. ineligible. Reinvestment i. Why why is Reinvestment, which which was was previously previously reviewed reviewed as asaa part partof ofthe theFinancial Financial Standard, 1. now an an Independent Independent Standard? Standard? With Reinvestment Reinvestment as as an an independent independent standard, standard,we wewill will be be able ableto to better better identify identify Owner/Operator organizations that are not financially viable, rather than Owner/Operator organizations viable, than those those that that just just fail reinvest. to reinvest. 2. Does every every restaurant restaurant in an Owner/Operator’s 2. Owner/Operator's organization organization have have to to meet the National Restaurant Building and Equipment Standards (“NRBES”) ("NRBES")totomeet meetthe theReinvestment Reinvestment Standard? Yes. However, However, ifif one one or or more more of of an an Owner/Operator's Owner/Operator’srestaurants restaurantsdo donot notmeet meetthe theNRBES NRBES Yes. requirements, but butthe theOwner/Operator Owner/Operatorand andthe theQ.SC QSC VP requirements, VPmutually mutually agree agree upon uponaawritten written plan (not to to exceed exceed 18 18 months) months) to to bring bring the the restaurants restaurants up up to to NRBES NRBES requirements, (not requirements, then then the the willbe beconsidered considered as as meeting meeting the Standard. Standard. organization will Financial 1. The Financial Financial Standard 1. Standard requires requiresthat that an an Owner/Operator Owner/Operator must must pay McDonald’s McDonald's and and others others whatifIf an an Owner/Operator Owner/Operator has not paid paid because he/she he/she isis disputing disputing an amount on time. What due? Legitimate disputes disputes regarding regarding payment payment will will not not cause causean anOwner/Operator Owner/Operator to to fail fail to to meet Standard. However, if aa dispute arises this Standard. ariseswith with McDonald’s McDonald's or or other other vendors, vendors, it remains remains the the responsibility of ofthe theOwner/Operator Owner/Operatortotoresolve resolvethese theseissues issuesas as soon soon as as possible. possible. responsibility Owner/operator fail fall to meet meet the the Financial Financial Standard 2. Does an Owner/Operator Standard Ififhe/she he/she occasionally financial statements submits financial statements a few days late? Occasionally submitting statements aa few days late will not not cause cause an an Occasionally submitting financial statements Owner/Operator to to fail fail to tomeet meet the the Financial Financial Standard. However, it is is the Owner/Operator Standard. However, the responsibility of the Owner/Operator Owner/Operatorto toinsure insurethey theymeet meetall all deadlines deadlines required required by by the the Franchise Franchise Agreement. 3.. Does Doesthe thefailure failuretotomeet meetany anyone oneofofthe thefinancial financialviability viability measurements measurements (equity cash flow flow coverage coverageratio ratio and and liability liability turnover) percentage, cash turnover) mean mean the Owner/Operator meetthe theFinancial Financial Standard? Standard? fails to meet point system system is is now applied measurements in An overall point applied to to the the individual viability measurements determining the the financial financial viability viability of of the the restaurant restaurantbusiness. business. An An organization organization must must achieve achieve determining an overall Please refer an overall score score of of 66 or or greater greater to to meet meet the the financial financial viability viability measurement. Please refer to the National National Franchising Franchising Standards Standards to the to see seeaabreakdown breakdownof ofthe the overall overall point point system. system. The are reviewed for accuracy accuracy at business review. financial statements are at the the time time of the business review. As As with with the Standards, Standards, the Region Region will use their in the the assessment assessment and all of the will use their judgment in and evaluation evaluation of the measurements measurements and and guidelines. guidelines. the 4 HIGHLY CONFIDENTIAL MCDOCHOO753I MCDOCH007531 MCDOCHOO752B . MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 6 of 28 Do II meet Financial Standard 4. Do meet the the Financial Standard ififmy myorganization organizationachieves achieves an an overall overall score score of of 66 or or greater? greater? The point is used used to todetermine determinefinancial financialviability viability only. only. The TheFinancial Financial Standard Standard criteria criteria The point system system is also require require that and pay pay also that an an organization organization submit submit accurate accurate financial financialstatements statements timely timely and McDonald’s and McDonald's andothers otherson ontime. time. Also, Also, ififdebt debton onthe thefinancial financialstatements statements does does not not meet meet McDonald’s borrowing McDonald's borrowingstandards, standards,the the Region Regionwill willrestate restatethe the debt debt terms, terms, which which may may affect affect the overall overall score. If my McDonald’s borrowing 5. If my organization’s organization's financing financing arrangements arrangements fall fall outside outside of McDonald's standards, how is is this standards, this treated? treated? In determining In determining the the financial financial viability viabilityof ofan anorganization, organization,the the Region Regionwill willrestate restate any any debt debt that that falls outside of of McDonald's McDonald’s borrowing borrowing standards. standards. falls and/or non-recurring non-recurring event affect my financial ratios? 6. How does a non-operating and/or All business be recorded recorded in in accordance accordance with with GAAP GAAP and All business transactions transactions should should be and reflected reflected on on the the financial statements appropriately. Any Any transactions transactions or or non-recurring non-recurring events will be financial statements appropriately. events will be evaluated by by the the Region Region as as part part of transaction evaluated of the the financial financial viability viabilityassessment assessment where where the the transaction alters the overall financial For example, in situations situations such such as as aa alters the overall financial condition condition of of the the organization. organization. For example, in sale of of restaurant(s) restaurant(s) where a significant business and and sale where a significant amount amount of of cash cash may may come come into into the the business then be be subsequently subsequently drawn drawn out, out, the the draw draw may may be be exduded exduded from from the the ratio ratio calculations calculations for for then purposes of of reviewing reviewing financial financial viability. viability. 7. Do II get get the the maximum maximum 44 points, under the the cash flow coverage ratio, if II have have no debt regardless of what my net cash flow is? regardless No. Owner/Operators Owner/Operators who have no no debt debt service service can can only level points points No. who have only achieve achieve the the highest highest level when positive positive net netcash cashflow flowisismaintained maintainedafter afterG&A G&A and and Draw. Draw. when 8. How is is equity equity percentage calculated? Value of Business minus Net Debt Debt on Business divided divided by by the Value of Business Value of the the Business minus Net on the the Business the Value of the the Business (Value of of Business) Business) — — (Net (Value (Net Debt) Debt) == Equity EquityPercentage Percentage (Value of Business) Business) (Value • Value of the Business: Business: Value Cash Flow Debt Service, Service, G&A G&A and G&A ($35,000 Cash Flow before before Debt and Draw Draw less less standard standard G&A ($35,000 for for traditional restaurants restaurants and and $10,000 $10,000 for for satellites) satellites) multiplied multiplied by by Cash Cash Flow Flow multiple multiple traditional of 4.5. 4.5. If If the equity percentage percentage isis calculated calculated to to be beless lessthan than25% 25% using using this this formula, formula, of the equity then the the financial financial director director will (with actual actual then will use use aa discounted discounted cash cash flow flow method method (with reinvestment) to determine the the value value of of the business. reinvestment) to determine the business. • Debt on the Business Business (Net (Net Debt): Debt): Debt Total Current Current Liabilities Total Liabilities plus plustotal total Long-Term Long-TermLiabilities Liabilitiesminus minusany anyNotes Notes Payable Payable to to Stockholders minus minus Current Current Assets. Stockholders Both debt and cash cash flow flow will will be be appropriately appropriately adjusted adjusted for for all all NEP NEP restaurants. Both debt and restaurants. 9. 9. How How is is mei TrM liability liability turnover calculated? The liability liability turnover It represents representsTTM TTM Average Positive or The turnover is is calculated calculated over over aa TTM TTMperiod. period. It Negative Working Working Capital Capital divided by Average Average Daily Daily Sales Negative divided by Sales 5 5 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7532 MCDOCH007532 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 7 of 28 MCD0CK007528.. MCDOCH007528 (Positive or or Negative NegativeWorking Working Capital) Capital) ==Liability Liability Turnover Turnover Ratio Ratio (Positive (Average Daily Daily Sales) (Average • Working Capital Working Capital equals: equals: Current Assets less less Current Current Liabilities Liabilities Current • Current Liabilities Current Liabilities equals: equals: Total Current Current Liabilities Liabilities Total Minus: Current CurrentPortion PortionofofLong-Term Long-Term Debt Debt Minus: Plus: 1/12 of ofCurrent Current Portion Portion of of Long-Term Long-Term Debt Plus: 1/12 Debt • Daily Sales Average Daily Sales equals: equals: Total Annualized Total Annualized Sales Sales divided divided by by 363 363 • Under the point system, system, points points are are assigned assigned for for aa positive positive or or negative negativeLiability Liability Under the point Turnover. Negative Liability Turnover is calculated if Working Capital is Turnover. Negative Liability Turnover is calculated if Working Capital isaa negative negative amount (i.e., (I.e., current current liabilities liabilities exceed current assets). assets). Positive PositiveLiability Liability Turnover Turnover is is amount exceed current calculated if if Working current calculated WorkingCapital Capitalisisa apositive positiveamount amount(i.e., (i.e.,current currentassets assets exceed exceed current liabilities). liabilities). 10. How How is coverage ratio ratio calculated? 10. is cash cash flow flow coverage calculated? Cash Flow Flow after G&A and actual G&A G&A Isis used in Cash after G&A and Draw Draw divided divided by by Annual Annual Debt Debt Service Service (note: (note: actual used in this calculation) (Cash Flow Flow after G&A and Ratio (Cash after G&A and Draw) Draw) = Cash Cash Flow Flow Coverage Coverage Ratio (Annual Debt Service) Service) (Annual 11.. Does Does the the Financial Financial Standard 11. Standard require requireaaminimum minimumamount amountof ofcash cashbe be kept kept in inthe the business? business? No. Overall Overall financial financial viability viability as Financial Standard No. as part part of of the the Financial Standardmust must be be met. met. People 1. What does “having an number of of shift-certified shift-certified or or shift shift verified verified managers" managers” What does "having an adequate adequate number mean? mean? An adequate number of of shift-certified shift-certified managers managers is is the number required required so shift is is An adequate number the number so that that each each shift run by by aa shift-certified run shift-certified manager manager and and will will vary varybased based on on hours hours of of operation. operation. 2. What is is required required for to be be Shift Shift Certified Certified with BSM being What for an an employee employee to with BSM being phased phased out out with with the transition transition to to Restaurant Restaurant Department Department Management Management (RDM) (RDM) classes? the classes? A Shift Shift Verified A Shift Certified Certified Manager Manager must must be be Serve Serve Safe Safe certified, certified, be be Shift Verified in inthe the restaurant restaurant and have successfully completed Introduction to Management (ITM) or the and have successfully completed Introduction to Management (ITM) or the previous previous equivalent(i.e., (i.e.,BOC, BOC, BSM). BSM). equivalent 3. If an Introduction to If an Owner/Operator Owner/Operator has has aa shift shift manager manager that that is is ready ready and and able able to to attend attend Introduction to Management (ITM), (ITM), but has Management but the the manager manager is is waiting waiting on on class class availability availabilityto to open open or or aa class class has been cancelled, cancelled, will will this this be be held held against against the the Owner/Operator? Owner/Operator? been No. McDonald's McDonald’s acknowledges acknowledges that that it it may may take time to to schedule schedule shift shift running running No. take some some time managers to to ITM ITM class. Any Owner/Operators in this managers class. Any Owner/Operators in this situation situation should should work work with with their their Region to plan to get their their shift shift running running managers managers certified certified as soon as as isis practical. practical. Region to develop develop aa plan to get as soon 6 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7533 MCDOCH007533 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 8 of 28 M0D0CH007528 IVICDOCH007528 4. 4. Are satellites required to to have haveHU/ROLP/GM HU/ROLP/GM Capstone Are satellites required Capstone trained trained managers? managers? No, typically restaurants are are not notrequired required to tohave haveHU/ROLP/GM HU/ROLP/GM Capstone No, typically satellite satellite restaurants Capstone trained trained managers. However, However, the thesatellite satelliterestaurant's restaurant’s franchising franchising documents documents may may require require an an managers. HU/ROLP/GM Capstone HU/ROLP/GM Capstonetrained trained manager. manager. 5. 5. An Owner/Operator The survey survey An Owner/Operator organization organizationconducts conductsan anemployee employee commitment commitment survey. survey. The scores are are much much lower lower than Owner/Operator would like. As As aa result, result the the organization organization scores than the the Owner/Operator would like. creates and and implements implements an an action Will the creates action plan plan to to address address the the deficiencies. deficiencies. Will the low low commitment score score cause cause this this organization organization to meet the the People People Standard? Standard? commitment to not not meet No. This No. This Standard Standard requires requiresconducting conductingthe the survey surveyand and reviewing reviewing the the feedback. feedback. 6. 6. Does the the Owner/Operator Owner/Operator have have to touse usethe theMcDonald's McDonald’sapproved approved Manager Manager and and Crew Crew Does Commitment Survey? Survey? Commitment No. However, However, the the Owner/Operator Owner/Operator must must have feedback process process in in No. have an an effective effective employee employee feedback place. As As part part of of this this process, process, the the Owner/Operator Owner/Operator must must gather gather and and review review anonymous place. anonymous feedback from from the the management management and and crew crew at at each each restaurant restaurant at at least least annually. annually. feedback 7. Can you provide more more details details on on our our People People Migration Migration Strategy? Can you please please provide Strategy? The People People Migration Migration Strategy Strategy isIs aa three-tiered three-tieredapproach approachincluding includingBHOT'r, BHOT’r, Shift Shift The Management Excellence Excellence and Management and Restaurant RestaurantDepartment DepartmentManagement. Management. Consistent Consistent use use of of the the migration tactics supports crew benefits, hiring, hiring, orientation, training and with migration tactics supports crew benefits, orientation, training and retention retention with extended focus focuson onShift Shift Managers Managers with with Shift Shift Management Excellence. Restaurant Restaurant extended Management Excellence. Department Management serves as the capstone of the strategy with a management Department Management serves as the capstone of the strategy with a management structure, curriculum and management support tools. Consistent use of helps structure, curriculum and management support tools. Consistent use of these these tactics tactics helps to provide provide aa foundation foundation of of highly highly skilled to skilled and and motivated motivated restaurant restaurant employees. employees. 8. 8. What are examples of of McDonald's McDonald’s training/meetings a What are some some examples training/meetings that that would would demonstrate demonstrate a General Manager General Manager has has remained remained current current with with restaurant restaurant operations operations each each year? year? Some examples examples include, include, but but are arenot notlimited limited to, to,participation participation at at Regional, Regional, Division Division and and Some National meetings such as as Seed Seed Stores, Stores,Plan-to-Win Plan-to-Win Road Road Shows, Shows, Manager Manager Rallies, Rallies, National meetings such Operations Summits, Summits, COMR., COMR., Business It is Is important important that that General General Operations BusinessAlignment Alignmentmeetings, meetings, etc. etc. It Managers stay of our our Managers stay current current with with restaurant restaurantoperations operationsbecause because the the continued continued success success of System is is founded on having having highly highly skilled The System founded on skilled and and motivated motivated restaurant restaurant employees. employees. The ongoing training training and of our our General General Managers Managers is to retaining retaining ongoing and development development of is essential essential to qualified personnel to operate operate and and build build the the McDonald's McDonald’s business. business. qualified personnel to 9. How will 10 hours hours of of continuing continuing education education for for General General Managers Managers be be tracked? tracked? How will the the 10 The Owner/Operator will have the responsibility and flexibility to track the 10 hours hours of The Owner/Operator will have the responsibility and flexibility to track the 10 of continuing education education for for their their General General Managers Managers in suited for for their continuing in aa manner manner best best suited their organization. Building the Building the Business Business throueh through Guest Satisfaction 1. What Whatdoes doesititmean meantotohave haveall allshifts shiftsadequately adequatelystaffed staffed with withtrained trained crew crew and and 1. management to to maximize maximize sales? management Adequately staffed for aa shift Adequately staffed for shift means means having having enough enough trained trainedemployees employees on on the the floor floor to to meet meet the projected projected sales sales and and satisfy satisfy guests. Restaurants that that have have shifts shifts adequately adequately staffed the guests. Restaurants staffed to to 7 7 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7534 MCDOCH007534 MCDOCHOO7528 MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 9 of 28 maximize sales the guest guest expectations, expectations, respond respond quickly quickly to any maximize sales are are able able to to meet meet or or exceed exceed the to any guest concerns, concerns, and and maximize maximize sales potential. potential. guest 2. What are of an an Owner/Operator showing support for System 2. are some some examples of System promotions, recommendations and initiatives? System promotions, promotions, recommendations and initiatives initiatives should supported in in System recommendations and should be be consistently consistently supported each restaurant restaurant of of an We work work collaboratively with each an Owner/Operator Owner/Operator organization. organization. We collaboratively together together with Owner/Operators to ensure our our Plan Plan to business forward. forward. Owner/Operators to ensure to Win Win isis designed designed to to drive drive the the business Examples include, but are not limited to, new product launches, promotional activities, Examples include, but are not limited to, new product launches, promotional activities, extended hours hours of of operation operation and and value value offerings. offerings. Any Any concerns concerns an an Owner/Operator Owner/Operator may may extended have regarding regarding the or initiative initiative (such (such as have the support support of of aa System System promotion, promotion, recommendation recommendation or as extended hours) hours) for for aa specific specific restaurant restaurant of Owner/Operator organization extended of the the Owner/Operator organization should should be be discussed with withthe theQSC QSC VP VP or or Field Field Service Team. discussed 3. Are “special 3. "special venue” venue" restaurants restaurants required required to to participate participate in in all allSystem System promotions? promotions? No, there will be situations when when the the OPNAD OPNAD and No, there will be situations and Co-Op Co-Opendorsed endorsedpromotions promotions cannot cannot be be implemented. Before Beforeaa new newpromotion promotion isis rolled rolled out, out, the the Owner/Operator Owner/Operator and and the the Region Region implemented. should discuss should discuss whether whether there there are are circumstances circumstancesthat thatwould would prevent preventthe the owner/operator owner/operator from selling selling certain from certain products products or or participating participatinginincertain certainpromotions promotionsat atthese these locations. locations. 4. How will this Standard? Standard? will mystery mystery shop shop results results be used when assessing this Mystery Shop scores are not a measurement tool in this Standard an Mystery Shop scores are not a measurement tool in this Standard and and will will not not cause cause an Owner/Operator organization to fail to meet this Standard. However, the results will Owner/Operator organization to fail to meet this Standard. However, the results will be be discussed as as they they provide provide an an additional additional source discussed source of of information information and and can can help help to to develop develop insightful commentary Mystery Shop insightful commentary within withinOwner/Operator Owner/Operatorbusiness businessreviews. reviews. See See Mystery Shop memo memo issued October October 3, 2011 for for further (Marion wants or list list key key points points issued 3, 2011 further details. details. (Marion wants to to attach attach memo memo or or leave leave it it off-she doesn't doesn’t think think they can can find or find the the memo) 5. 5. How will assessing this this Standard? will the the number number of of guest guest complaints complaints be used when assessing The number complaints is is no no longer longer used used as as aa measurement measurement in in this this Standard Standard and and The number of of guest guest complaints will not an Owner/Operator Owner/Operator to this Standard. Standard. Rather, Rather, the organization will not cause cause an to fail fail to to meet meet this the organization should focus on call call back See Customer Customer Complaint Complaint memo August 30, should focus on back responsiveness. responsiveness. See memo dated dated August 30, for further details.~ 2011 for details. 6. Does the "All “All shifts maximize sales” 6. shifts adequately adequately staffed staffed to maximize sales" guideline guideline contained contained In in the the Building the Building the Business Business through through Guest Satisfaction Satisfaction Standard Standard requires requires aa restaurant restaurant to to adopt extended hours? No. The The reference reference in in this this guideline guideline to to "maximizing “maximizing sales” staffing No. sales" refers refers to to adequately adequately staffing existing shifts. 24 hours hours or or extended hours and and the implement them should be be aa existing shifts. 24 extended hours the decision decision to to implement them should discussion between the the Owner/Operator Owner/Operator and and the the Region. Region. discussion 7. What does it It mean to maximize maximize sales "by “by providing 7. providingreliable, reliable,competitive competitive value value to to the the guest”? guest"? Our guests a menu menu that that offers offers compelling compelling value value every every time time they they visit visit aa McDonald's McDonald’s Our guests expect expect a restaurant Accordingly, Accordingly, in in order order to remain competitive restaurant. to remain competitive and and relevant relevant to to our our guests, guests, McDonald’s restaurants McDonald's restaurants must must offer offer aa value value platform platformwhich whichisisconsistent consistentwith withthese these expectations. Reliable, Reliable, competitive competitivevalue valuewill will evolve evolve over over time timeand and vary vary from from market market to expectations. to market. 8 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7535 MCDOCH007535 MCDOCHOO7S2S . MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 10 of 28 complaint. 800# with the 800# called the that called guest that reachaaguest unabletotoreach Owner/Operatoris Isunable TheOwner/Operator 8. The with aa complaint. Business through theBusiness Buildingthe theBuilding meetsthe Owner/Operatormeets the Owner/Operator whether the impact whether this impact Will this through Guest Satisfaction Standard? has aa guest and has guest and the guest contact the to contact attempts to reasonable attempts made reasonable has made Owner/Operatorhas the Owner/Operator If the guest the against held be process in recovery process recovery in place) place,failure failure to to reach reach that that guest guest will will not not be held against the Owner/Operator. Owner/Operator. Involvement Owner/Onerator OwnerlOnerator Involvement issues on issues Company on theCompany challenge the orchallenge disagreeor todisagree Owner/Operatorto 1. Is It 1. it acceptable for an Owner/Operator policies? and policies? encourages McDonald’s encourages Yes, as long long as asitit isisdone doneininaaprofessional professionaland andconstructive constructivemanner. manner. McDonald's Yes) as System. the System. of the interest of best interest the best in the done in thatisis done initiative that individual initiative or individual debate or spirited debate spirited Co-Op is OPNAD and in OPNAD 2. Participation in 2. and the Co-Op isvoluntary voluntary under under the the Franchise FranchiseAgreement Agreement. If If an an local Co-Op. OPNAD or the local of OPNAD member of not aa member Owner/Operator Co-Op,will willthis thisOwner/Operator Owner/Operator Owner/operatorisIs not Standard? Involvement Standard? Owner/OperatorInvolvement the Owner/Operator meet the meet Franchising Standards No. The The National Franchising Standardsrequire requirean anOwner/Operator Owner/Operator to to be be aa member member of of both both not. does Agreement FranchIse the though Co-Op even local Co-Op OPNAD and the the appropriate local the Franchise Agreement does not. OPNAD and been added has been business has thebusiness withthe currentwith remaincurrent Owner/Operatorsremain that Owner/Operators requirement that 3. A requirement added to to 3. measured? be this will How Standard. Involvement Owner/OperatorInvolvement Standard. How will this be measured? the Owner/Operator ongoing education. business through the business of the student of be aa student must be Owner/Operator must An Owner/Operator through ongoing education. business can the business Remaining current with the can be be achieved achievedby bycompleting completing one oneof ofthe the following: following: OR year. OR each year. events each and events conventions,and meetings, conventions, McDonald’s meetings, In McDonald's Participating in • Participating years. 10 past the within class training HU based Owner/Operator an Attending • Attending an Owner/Operator based HU training class within the past 10 years. OR OR years. OR 10 years. past10 the past class within Capstone class GM Capstone the GM Attending the • Attending within the 18 months past the within team system McDonald’s a on Participating a McDonald's system team within the past 18 months • RLC, OPNAD, DLC,RLC, NLC,DLC, limitedto,to,NLC, notlimited are not but are (Examples include, but (Examples OPNAD, regional, regional, OR sub teams) OR or sub divisional teams or teams, divisional Sponsoring aa McDonald’s • Sponsoring McDonald's training training class classwithin within the the past 18 18 months. months. 9 HIGHLY CONFIDENTIAL MCDOCHOO7536 MCDOCH007536 M000CH007528 , MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 11 of 28 Franchising Standards National Franchising National Standards FAQ~ asasofof12/1/13 FAQs 12/1/13 (Effective 04/01/14) (Effective 04/01/14) Franchising Standards National Franchising the National The following FAQ’s The FAQ'sare areintended intended to to add add texture texture to to the Standards and and the the whether assess to used are Guidelines and Measurements The Measurements and and Guidelines. Guidelines. The Measurements and Guidelines are used to assess whether Owner/Operator and resufts of performance and results the performance of the the Owner/Operator and his/her his/her organization organization meet meet the the Standards. Standards. General Questions General Standards changed? FranchisingStandards NationalFranchising theNational Havethe 1. Have 1. changed? Franchising Standards National Franchising Yes, the Yes, the National Standards(the (the~Standards”) "Standards")have haveevolved evolvedtotomeet meetthe the needs needs Brand, the Brand, elevate the opportunity to an opportunity provide an enhancements provide The enhancements our business. of our business. The to elevate further distance and further business and our business in our successful in be successful takes to it takes what it communicate what to be distance ourselves ourselves from the from the competition. trying (What are Each of Each of the the six six Standards Standards now now Includes includes an an aspirational aspirational Vision Visionstatement statement (What are we we trying incorporate to help which it?), doing we are (Why statement Purpose a and a Purpose statement (Why are we doing it?), which help to incorporate to accomplish?) and Vision the Vision of the addition of The addition Franchising Standards. National Franchising the National into the McDonald’s values into the McDonald's the Standards. The us all reminds and Standards the to clarity additional provides Purpose statements and Purpose statements provides additional clarity to the Standards and reminds all of of us accomplish. trying to accomplish. are trying we are what we additional while additional revised while been revised also been has also The Standard The Standardstatement statement (What (What needs needs to to be be done?) done?) has six the six of the (Is itit being guidelines (Is and guidelines measurements and being done?) done?) have have been been added added to to each each of Standards. Standards include: Franchising Standards National Franchising the National to the Other significant Other significant changes to include: Standard. Financial Standard. theFinancial ofthe independentof Standard, independent newStandard, Reinvestmentisis aa new o Reinvestment addition to in addition has an Standard now The Operations o The Operations Standard now has an organizational organizational measurement measurement, in to aa restaurant measurement. restaurant Viability Financial Viability determineFinancial to determine Financial Standard Standard has has aa point point system system to o The Financial with current remain must Managers General Standard, General Managers must remain current with the In the the People Standard, the business business o In year each following the of one by demonstrating demonstrating of the following each year: restaurant Participated in • Participated ■ in 10 10 hours hours of of McDonald’s McDonald's training/meetings training/meetings on on restaurant OR operations. OR operations. GM Capstone current GM the current • Passed the ■ Capstone proficiency proficiency test. test. Customer Satisfaction o Customer Satisfaction is is now now the the Building Buildingthe the Business Business through through Guest Guest Satisfaction Satisfaction Win. Plan to supporting the Standard and Standard and includes supporting the Plan to Win. includes aa requirement Standard now Involvement Standard The Owner/Operator Involvement now includes requirement to to stay stay o The activities. learning activities. continuous learning through continuous business through current with current with the business Standards? Franchising Standards? NationalFranchising theNational purposeofofthe thepurpose Whatisisthe 2. What including Franchising Standards The National Franchising Standards form form the the basis basis for for all all franchising franchising decisions decisions including of Each of incentives. and programs certain eligibility for participation and eligibility rewrite and growth, rewrite participation in in certain programs and incentives. Each The System. McDonald’s the of success the to important Standards is six Standards the six is critically critically important to the success of the McDonald's System. The U.S. across the National FranchisingStandards Standardsare areintended intendedto to be be applied applied consistently consistently across the U.S. National Franchising Agreement. Franchise the supplement or change not do and business change or supplement the Franchise Agreement. 11 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7528 MCDOCH007528 M0D0CH007528 MCDOCI-1007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 12 of 28 3. When will will McDonald's McDonald’s begin begin applying applying the revised National National Franchising Franchising Standards When the revised Standards and and the the revised measurement measurement tools tools and and guidelines? guidelines? revised The revised revised National National Franchising Franchising Standards The Standards will willbe be used used for for all all Business Business Reviews Reviews taking taking place place after April This will prepare for after April 1, 1, 2014. 2014. This will allow allow ample ample time time for for the the System System to to prepare for and and understand understand the revisions revisions to to the the Standards. Standards. If If there are situations measurements and and the there are situations where where the the measurements guidelines associated associatedwith withthe therevised revisedNational NationalFranchising Franchising Standards Standards result result in in aa guidelines determination of of ineligibility ineligibility where determination where the the Owner/Operator Owner/Operator previously previously would would have have been been considered eligible eligible for for growth considered growth and and rewrite, rewrite, there there will will be be communication communication with with the the Owner/Operator prior prior to Owner/Operator becoming becoming ineligible ineligible for for growth rewrite Owner/Operator to the the Owner/Operator growth and and rewrite regarding the regarding the expectations and timing of compliance. 4. 4. Does an an Owner/Operator's Owner/Operator’s organization organization have have to to meet meet all all six six of of the theNational National Franchising Franchising Does Standards to be eligible eligible for for growth, rewrite and be eligible eligible to to participate participate in in certain certain Standards to be growth, rewrite and to to be programs and programs and incentives? incentives? Yes. Each Each Standard Standard is McDonald’s System. Yes. is critically criticallyimportant importantto tothe the success success of of the the McDonald's System. Owner/Operators must must meet meet each each Standard Standard and and be be in in compliance compliance with with the the Franchise Franchise Owner/Operators Agreement to to be be considered considered eligible eligible for for growth growth and and rewrite rewrite and and to be eligible eligible to participate Agreement to be to participate in certain Do we need to to be bespecific specificabout aboutprograms programslike like MRP? MRP? in certain programs programs and and incentives. incentives. Do we need Rebuild? 5. How will National How will McDonald’s McDonald's communicate communicate an an Owner/Operator’s Owner/Operator's status status relative relative to to the the National Franchising Standards? Franchising Standards? Generally, each Owner/Operator organization organization will Business Review Review at every Generally, each Owner/Operator will receive receive aa Business at least least every 18 months. Generally, any Owner/Operator organization that is ineligible for growth and 18 months. Generally, any Owner/Operator organization that is ineligible for growth and rewrite will The Region Region will rewrite will receive receive aa Business Business Review Review every every 12 12 months. months. The will evaluate evaluate the the Owner/Operator’s performance and guidelines Owner/Operator's performance relative relativeto tothe the measurements measurements and guidelines of of each each Standard. During During the Business Review, Review, Regional Standard. the Business Regional Management Management will will communicate communicate the the Owner/Operator’s eligibility eligibility status Owner/Operator's status for for growth growth and and rewrite. rewrite. In addition, an Interim Interim Business Review updating updating their In addition, an an Owner/Operator Owner/Operator may may receive receive an Business Review their eligibility status a eligibility status ifif itit becomes becomes apparent apparent that that the the organization organization isis not not meeting meeting or or now now meets meets a Standard. Sta nda rd. 6. If an disagrees with with the theQJSC ~1SC VP a If an Owner/Operator Owner/Operator disagrees VPononwhether whetherthe theorganization organization meets meets a Standard, what Standard, what are are his/her his/her options? options? As with all issues and disputes disputes within within McDonald's, McDonald’s, our As with all issues and our “open "open door” door" policy policy (e.g., (e.g., appealing appealing to to the Ombudsman or higher levels of McDonald’s management) would apply. the Ombudsman or higher levels of McDonald's management) would apply. 7. Under what term franchise franchise Under what circumstances circumstances could could an an Owner/Operator Owner/Operator not not be be offered offered aa new new term (rewrite) even even though though the the Owner/Operator Owner/Operator is is eligible eligible for for growth (rewrite) growth and and rewrite? rewrite? Typically, this Typically, this would would only onlyoccur occurififthe the restaurant restaurantwas wasclosing closingdue dueto to aa lack lackof of real realestate estate tenure or or changes changes in in the the trading trading area. area. tenure ODerations Operations 1. Previously, PrevIously,the theOperations OperationsStandard Standardonly onlymeasured measuredgraded gradedROIP ROIP visits visits at at an an individual individual 1. restaurant level. level. Why Why has has aa new new measurement measurement been beenadded addedfor forgraded gradedROIP ROIP visits restaurant visits at at the the Owner/Operator organization organization level Owner/Operator level as as well? 2 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7529 MCDOCH007529 MCDOCHOO752B MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 13 of 28 The changes The changesto tothe theOperations OperationsStandard Standardare areintended intendedtotodemonstrate demonstrateour our commitment commitment to highest levels levels of of QS&C QS&C and our guests by delivering the highest and Food FoodSafety, Safety,while while not not deviating deviating from the the ROIP ROIP process. Standard) when from process. We We believe believe that that this Standard, when measured measured only only at the restaurant level, level, does does not not adequately adequately assess assess an individual restaurant anOwner/Operator’s Owner/Operator's overall overall operational performance. performance. Previously, Previously, an an organization organization could could fail fail as as many many as as 67% operational 67% of of their their ROIP cycle, graded visits in an ROIP cycle,and andyet yetstill stillmeet meet the the Operations Standard. Standard. We will will continue continuetotouse useexisting existingresources, resources,including includingFORs, FORs, SORs SORs and We and Food Food Safety Safety Procedure Verifications to determine determine whether whether aa restaurant restaurant and and an organization Verifications an Owner/Operator’s Owner/Operator's organization meet the the Operations Operations Standard. Standard. Please Please refer to updated Operations Operations Standard Standard for details meet to the updated for details on the Organization Organization measurement measurement as asapplied appliedto toOwner/Operator Owner/Operator organizations organizations with with one, one, two, three, four four and and five or more more restaurants. restaurants. 2. Does Does aa restaurant that fails only one Operations Standard? Standard? 2. one food food safety audit audit meet the Operations In most most cases, cases, yes. safety issues In yes. However However the the severity severity of of the the food food safety issues may may require require aadifferent different answer. answer. 3. An Owner/Operator acquires a restaurant that does does not 3. Owner/Operator acquires not meet McDonald’s McDonald's operational standards. During During the first few months months after after the the acquisition, acquisition, the restaurant receives receives standards. graded visits graded visitsthat that do do not not meet meet the the Operations Operations Standard. Standard. How will this impact impact the Owner/Operators eligibility eligibility for growth and rewrite? Owner/Operator's This situation not impact impact the the Owner/Operator's Owner/Operator’sstatus status as as he/she he/she will will be be given given aa This situation will not reasonable period restaurant’s operations to an an acceptable level. reasonable period of time to raise that that restaurant's level. The appropriate time time frame frameshould should be be discussed discussed with the the QSC USC VP VPatatthe thetime time of of the the acquisition. acquisition. Please refer Please refer to to the the USC QSCplaybook playbookfor formore more information information on graded visits visits occurring after a change of ownership takes place. place. change 4. If If an an Owner/Operator Owner/Operatorsells sells aa restaurant restaurant that that does does not not meet meet the the Operations Operations Standard Standard and and 4. all of of the other other restaurants restaurants in in the the organization organization do meet meet the the National National Franchising Franchising all Standards, isisthe eligible for Standards, theOwner/Operator Owner/Operator now eligible for growth growth and and rewrite? rewrite? Assuming the has consistently Assuming the Owner/Operator’s Owner/Operator's organization has consistently met met all all the the National Franchising Standards Franchising Standardsatattheir theirremaining remainingrestaurants, restaurants,the theOwner/Operator Owner/Operator organization organization become eligible and rewrite upon upon selling selling its only would likely become eligible for for growth and only restaurant in in the Improvement Process Process for for Underperforming UnderperformingRestaurants Restaurants(IPUR). (IPUR). However, However,the theQSC USC VP VP may Improvement not immediately immediately support support the the Owner/Operator's Owner/Operator’s growth growthbased based on on the circumstances circumstances that not that caused the Operations standard place. caused the sold sold restaurant restaurant to to not meet the Operations standard in in the the first place. eligible for growth and rewrite rewrite once once a restaurant is is removed 5. Is an an Owner/Operator Owner/Operator eligible removed from IPUR and placed back into the the normal normal ROW ROIP process? process? Depending on Depending on the the facts and and circumstances, circumstances,some someOwner/Operators Owner/Operatorswill will be be eligible eligible for for and rewrite rewrite immediately immediatelyafter aftercoming comingout outofofIPUR. IPUR. However, However, some growth and become eligible once the Owner/Operators may not immediately become eligible for for growth growth and and rewrite once the restaurant is is removed removed from fromIPUR IPUR and and placed placed back into the the normal normalROIP ROIP process. process. Rather, restaurant Rather, the the can operate all all restaurants at a a level organization must demonstrate that itit can level that that meets McDonald’s QSC USC standards McDonald's standardsconsistently consistentlyover over aaperiod period of of time. time. an Owner/Operator is is not eligible for growth growth and and rewrite rewrite upon upon coming coming out out of ofIPUR, IPUR, the If an the USC VP QSC VPwill willcommunicate communicatethe thetime timeperiod, period,up upto totwelve twelvemonths, months,that that the the organization organization will will remain ineligible ineligible for for growth growth and and rewrite. rewrite. IfIf during that time period, the Owner/Operator consistently meets meets all all of of the National National Franchising Franchising Standards, regain its consistently Standards,the the organization organization will will regain 3 HIGHLY CONFIDENTIAL MCDOCHOO753O MCDOCH007530 MCDOCHOO7528 MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 14 of 28 eligibility for period. Periodic Periodic updates regarding eligibility for growth growth and and rewrite rewrite at at the the end end of of this this time time period. updates regarding the organization’s status and the restaurant’s performance against McDonald’s operational the organization's status and the restaurant's performance against McDonald's operational standards should should be be communicated communicated to to the the Owner/Operator Owner/Operator while while the the organization organization remains remains standards ineligible. Reinvestment Reinvestment i. 1. why is Reinvestment, which which was was previously previously reviewed reviewed as as aa part part of ofthe theFinancial Financial Standard, Standard, Why is Reinvestment, now an an independent independent Standard? Standard? now With Reinvestment Reinvestment as standard, we will be better identify identify With as an an independent independent standard, we will be able able to to better Owner/Operator organizations organizations that that are are not not financially financially viable, that just just fail fail Owner/Operator viable, rather rather than than those those that reinvest to reinvest. 2. 2. Does every every restaurant restaurant in in an National Does an Owner/Operator’s Owner/Operator's organization organization have haveto to meet meet the the National Restaurant Building and Equipment Standards (“NRBES”) to meet the Reinvestment Restaurant Building and Equipment Standards ("NRBES") to meet the Reinvestment Standard? Standard? Yes. However, However, ifif one oneor or more more of ofan an Owner/Operator's Owner/Operator’s restaurants restaurants do do not not meet meetthe theNRBES NRBES Yes. requirements, but butthe theOwner/Operator Owner/Operatorand andthe theQ.SC USC VP VP mutually plan requirements, mutuallyagree agree upon upon aa written written plan (not to to exceed exceed18 18months) months)to tobring bringthe therestaurants restaurantsup upto toNRBES NRBES requirements, (not requirements, then then the the organization will will be be considered considered as as meeting meeting the theStandard. Standard. organization Financial Financial 1. 1. The Financial Financial Standard The Standard requires requiresthat that an an Owner/Operator Owner/Operator must must pay pay McDonald’s McDonald's and and others others on time. time. What Whatifif an an Owner/Operator Owner/Operator has has not not paid is disputing disputing an on paid because because he/she he/she is an amount amount due? due? Legitimate disputes regarding payment Legitimate disputes regarding payment will willnot not cause cause an an Owner/Operator Owner/Operatorto to fail failto to meet meet this Standard. However, if a dispute arises with McDonald’s or other vendors, it remains this Standard. However, if a dispute arises with McDonald's or other vendors, it remains the the responsibility of as possible. possible. responsibility of the the Owner/Operator Owner/Operatorto to resolve resolve these these issues issues as as soon soon as 2. Does an an Owner/Operator Owner/Operator fail fall to meet the the Financial Financial Standard Does to meet Standard Ififhe/she he/she occasionally occasionally submits financial financial statements days late? submits statements a a few few days late? Occasionally submitting an Occasionally submitting financial financialstatements statements aa few few days days late late will will not not cause cause an Owner/Operator to fail to meet the the Financial Financial Standard. Standard. However, However, it it is is the responsibility of of Owner/Operator to fail to meet the responsibility the Owner/Operator Owner/Operator to to insure insure they they meet meetall all deadlines deadlines required required by by the the Franchise Franchise Agreement. the Agreement. 3. 3. Does the the failure failure to to meet meet any any one one of ofthe thefinancial financial viability viability measurements (equity Does measurements (equity percentage, cash cash flow flow coverage coverage ratio ratio and and liability liability turnover) percentage, turnover) mean mean the the Owner/Operator Owner/Operator fails to to meet meetthe theFinancial Financial Standard? Standard? fails An overall is now now applied applied to to the the individual individual viability viability measurements in An overall point point system system is measurements in determining the financial viability of the restaurant business. An organization must determining the financial viability of the restaurant business. An organization must achieve achieve an overall overall score financial viability Please refer refer to an score of of 6 6 or or greater greater to to meet meet the the financial viabilitymeasurement. measurement. Please to the National National Franchising Franchising Standards The the Standardsto tosee see aa breakdown breakdownof ofthe the overall overall point pointsystem. system. The financial statements are reviewed reviewed for for accuracy accuracy at As with with financial statements are atthe the time time of of the the business business review. review. As all of Standards, the Region will and evaluation all of the the Standards, the Region will use use their theirjudgment judgment in inthe theassessment assessment and evaluation of of the measurements measurements and and guidelines. guidelines. the 4 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO75SI MCDOCH007531 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 15 of 28 M0D00H007528 MCDOCH007528 Financial Standard the Financial 4. Do II meet 4. meet the Standard ififmy myorganization organizationachieves achieves an an overall overall score score of of 66 or or greater? criteria Standard criteria Financial Standard TheFinancial only. The viabilityonly. financialviability determinefinancial todetermine usedto system isis used The point system pay and timely statements financial accurate organization submit also require that an organization submit accurate financial statements timely and pay McDonald’s and McDonald's andothers otherson ontime. time. Also, Also, ififdebt debton onthe thefinancial financialstatements statements does does not not meet meet McDonald’s borrowing McDonald's borrowing standards, standards,the the Region Regionwill willrestate restatethe the debt debt terms, terms, which which may may affect affect overall score. the overall McDonald’s borrowing If my 5. If 5. my organization’s organization's financing financing arrangements arrangements fall fall outside outside of McDonald's Is this standards, how is standards, this treated? In determining In determining the the financial financial viability viabilityof ofan anorganization, organization,the the Region Region will willrestate restate any any debt debt that that standards. borrowing standards. McDonald’s borrowing of McDonald's falls outside outside of ratios? my financial ratios? affect my non-recurring event affect and/or non-recurring 6. How does a non-operating and/or 6. reflected and GAAP with accordance in recorded in accordance with GAAP and reflected on be recorded should be All business All business transactions should on the the be will events non-recurring or transactions Any appropriately. statements financial statements appropriately. Any transactions or non-recurring events will be financial transaction financial viability part of as part Region as the Region by the evaluated by of the the financial viabilityassessment assessment where where the the transaction as aa such as situations such in situations For example, financial condition overall financial alters the overall condition of of the the organization. organization. For example, in and business and a significant restaurant(s) where sale of restaurant(s) where a significant amount amount of of cash cash may may come come into into the the business for calculations for ratio calculations the ratio from the exduded from be excluded may be draw may the draw out, the drawn out, subsequentlydrawn be subsequently then be viability. financial viability. reviewingfinancial of reviewing purposes of if II have ratio, if 7. Do II get 7. get the the maximum maximum 4 poInts, points, under the the cash flow coverage ratio, have no no debt debt regardless of what my net cash flow is? points level points can only service can debt service no debt have no who have Owner/Operators who No. Owner/Operators No. only achieve achieve the the highest highest level Draw. and Draw. G&A and afterG&A maintainedafter flowisismaintained cashflow netcash positive net when positive 8. How is 8. is equity percentage calculated? Business Value of by the divided by Business divided Debt on Net Debt Value of the Value the Business minus Net on the the Business the Value of the the Business — (Net Business) — of Business) (Value of (Net Debt) Debt) == Equity EquityPercentage Percentage Business) (Value of Business) (Value • Business: Value of the Business: Value G&A ($35,000 G&A and Service, G&A Debt Service, Cash Flow Cash Flow before Debt and Draw Draw less less standard standard G&A ($35,000 for for multiple Flow multiple Cash Flow by Cash multiplied by satellites) multiplied for satellites) restaurants and $10,000 traditional restaurants $10,000 for formula, this formula, using this 25% using than25% lessthan beless to be calculated to percentage isis calculated equity percentage If the equity 4.5. If of 4.5. of actual (with actual method (with cash flow director will financial director the financial then the will use use aa discounted discounted cash flow method business. of the value of determine the to determine reinvestment) to reinvestment) the value the business. • Debt): (Net Debt): Business (Net the Business Debt on the Debt Total Current Liabilities Liabilitiesplus plustotal total Long-Term Long-Term Liabilities Liabilitiesminus minusany anyNotes Notes Payable Payable to to Current Assets. minus Current Stockholders minus Stockholders Assets. NEP restaurants. all NEP for all adjusted for appropriately adjusted be appropriately will be flow will Both restaurants. Both debt and cash flow liability turnover calculated? ITM liability 9. How HowisIsTTM or Positive or Average Positive TTM Average represents TIM It represents The liability The liabilityturnover turnover isiscalculated calculatedover overaaTrM TIMperiod. period. It Daily Sales Average Daily by Average Capital divided Working Capital Negative Working divided by Sales 5 5 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7532 MCDOCH007532 M0D0CH007528 MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 16 of 28 Negative Working (Positive or Negative Working Capital) Capital) = Liability Turnover Ratio Daily Sales) Sales) (Average Daily • Working Capital equals: Working Current Assets Assets less Current less Current Current Liabilities • Liabilities equals: Current Liabilities Total Current Liabilities Minus: Current CurrentPortion PortionofofLong-Term Long-Term Debt Debt Minus: 1/12 of of Current Current Portion Portion of of Long-Term Long-Term Debt Plus: 1/12 • Sales equals: Average Daily Sales equals: Sales divided Total Annualized Sales divided by 363 • Under the point point system, system, points are are assigned assigned for for aa positive positive or or negative negative Liability Turnover. Negative Negative Liability Liability Turnover Turnover isis calculated calculated ifif Working Working Capital Capital is is a negative amount (i.e., current liabilities liabilities exceed exceed current current assets). assets). Positive Positive Liability Turnover is calculated if Working Capital Capital is aa positive (i.e.. current current assets assets exceed positive amount (i.e., exceed current current liabilities). liabilities). 10. How is cash 10. cash flow flow coverage ratio calculated? Cash Flow Service (note: actual G&A is Is used Cash Flow after after G&A and and Draw Draw divided by Annual Debt Service used in this calculation) calculation) (Cash Flow Cash Flow Coverage Ratio (Cash Flow after after G&A and Draw) == Cash Debt Service) Service) (Annual Debt 11. Does the the Financial Financial Standard 11. Standard require requireaaminimum minimumamount amountof ofcash cash be be kept kept in inthe the business? business? No. Overall Overall financial financial viability viability as as part part of of the the Financial Financial Standard Standard must be No. be met. met. Peoole People 1. What does "having “having an number of shift-certified or shift verified managers" managers” 1. an adequate number mean? managers is the so that each shift is An adequate number of shift-certified shift-certified managers the number required so that each by a shift-certified manager manager and will vary based based on run by on hours hours of of operation. operation. Is required required for to be be Shift Shift Certified Certified with BSM BSM being 2. What is for an an employee employee to being phased phased out out with the transition transition to to Restaurant Restaurant Department Management Management (RDM) (RDM) classes? the classes? Serve Safe A Shift Certified Manager must be Serve Safecertified, certified, be beShift ShiftVerified Verified in inthe the restaurant restaurant have successfully and have successfullycompleted completedIntroduction Introduction to to Management (ITM) (ITM) or the previous equivalent (i.e., (i.e., BOC, BOC, BSM). BSM). equivalent 3. 3. If If an Introduction to an Owner/Operator Owner/Operator has has aa shift shift manager manager that that Isis ready ready and and able able to to attend Introduction Management (ITM), but the manager is waiting on class availability to open Management (ITM), but the is waiting on class availability to open or aa class has cancelled, will will this be held against the Owner/Operator? been cancelled, No. McDonald's McDonald’s acknowledges acknowledges that may take some No. that itit may some time time to to schedule schedule shift shift running running managers to managers to ITM ITM class. class. Any AnyOwner/Operators Owner/Operators ininthis thissituation situation should shouldwork workwith with their their Region to shift running runningmanagers managers certified certifiedas as soon soon as as is is practical. Region to develop aa plan plan to to get their their shift practical. 6 CONFI DENTIAL HIGHLY CONFIDENTIAL MCDOCHOO75S3 MCDOCH007533 MCDOCHOO7528 MCDOCH007528 . Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 17 of 28 4. 4. Are satellites required to to have haveHU/ROLP/GM FlU/ROLP/GM Capstone Are satellites required Capstone trained trained managers? managers? No, typically restaurants are are not notrequired required to tohave haveHU/ROLP/GM HU/ROLP/GM Capstone No, typically satellite satellite restaurants Capstone trained trained managers. However, However, the thesatellite satelliterestaurant's restaurant’sfranchising franchising documents documents may may require require an an managers. HIJ/ROLP/GM Capstone HU/ROLP/GM Capstonetrained trained manager. manager. 5. 5. An Owner/Operator The survey survey An Owner/Operator organization organizationconducts conductsan anemployee employee commitment commitment survey. survey. The scores are are much much lower lower than Owner/Operator would like. As As aa result, result the the organization organization scores than the the Owner/Operator would like. creates and and implements implements an an action Will the creates action plan plan to to address address the the deficiencies. deficiencies. Will the low low commitment score score cause cause this this organization organization to meet the the People People Standard? Standard? commitment to not not meet No. This No. This Standard Standard requires requiresconducting conductingthe the survey survey and and reviewing reviewing the the feedback. feedback. 6. 6. Does the the Owner/Operator Owner/Operator have have to to use usethe theMcDonald's McDonald’sapproved approved Manager Manager and and Crew Crew Does Commitment Survey? Survey? Commitment No. However, However, the the Owner/Operator Owner/Operator must must have feedback process process in in No. have an an effective effective employee employee feedback place. As As part part of of this this process, process, the the Owner/Operator Owner/Operator must must gather gather and place. and review review anonymous anonymous feedback from from the the management management and and crew crew at at each each restaurant restaurant at at least least annually. annually. feedback 7. 7. Can you provide more more details details on on our our People People Migration Migration Strategy? Can you please please provide Strategy? The People People Migration Migration Strategy Strategy isIs aa three-tiered three-tieredapproach approachincluding includingBHOT'r, BHOT’r, Shift Shift The Management Excellence Excellence and Management and Restaurant RestaurantDepartment DepartmentManagement. Management. Consistent Consistent use use of of the the migration tactics supports crew benefits, hiring, hiring, orientation, migration tactics supports crew benefits, orientation, training training and and retention retention with with extended focus focuson onShift Shift Managers Managers with with Shift Shift Management Excellence. Restaurant Restaurant extended Management Excellence. Department Management of the strategy with with aa management Department Management serves serves as as the the capstone capstone of the strategy management structure, curriculum helps structure, curriculumand andmanagement managementsupport supporttools. tools. Consistent Consistent use use of of these these tactics tactics helps to provide a foundation of highly skilled and motivated restaurant employees. to provide a foundation of highly skilled and motivated restaurant employees. 8. What are examples of of McDonald's McDonald’s training/meetings a What are some some examples training/meetings that that would would demonstrate demonstrate a General Manager General Manager has has remained remained current current with with restaurant restaurant operations operations each each year? year? Some examples examples include, include, but but are are not notlimited limited to, to,participation participation at at Regional, Regional, Division Division and and Some National meetings meetings such such as as Seed Seed Stores, Stores,Plan-to-Win Plan-to-Win Road Road Shows, Shows, Manager Manager Rallies, Rallies, National Operations Summits, Summits, COMR., COMR., Business It is is important important that that General General Operations BusinessAlignment Alignmentmeetings, meetings, etc. etc. It Managers stay of our our Managers stay current current with with restaurant restaurantoperations operationsbecause becausethe the continued continued success success of System is is founded founded on on having having highly highly skilled The System skilled and and motivated motivated restaurant restaurant employees. employees. The ongoing training training and of our our General General Managers Managers is retaining ongoing and development development of is essential essential to to retaining qualified personnel to operate operate and and build build the the McDonald's McDonald’s business. business. qualified personnel to 9. How will 10 hours hours of of continuing continuing education education for for General General Managers Managers be How will the the 10 be tracked? tracked? The Owner/Operator will have the responsibility and flexibility to track 10 hours hours of of The Owner/Operator will have the responsibility and flexibility to track the the 10 continuing education for their General Managers in a manner best suited for their continuing education for their General Managers in a manner best suited for their organization. Buildina the Building the Business throueh through Guest Satisfaction 1. What Whatdoes doesititmean meantotohave haveall allshifts shiftsadequately adequatelystaffed staffedwith with trained trained crew crew and and 1. management to to maximize maximize sales? management Adequately staffed for aa shift Adequately staffed for shift means means having having enough enoughtrained trainedemployees employees on on the the floor floor to to meet meet the projected projected sales sales and and satisfy satisfy guests. Restaurants that that have have shifts the guests. Restaurants shifts adequately adequately staffed staffed to to 7 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7534 MCDOCH007534 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 18 of 28 MCDOCHOO7528 . MCDOCH007528 any quickly to respond quickly expectations,respond guest expectations, the guest or exceed maximize sales maximize sales are are able able to to meet meet or exceed the to any potential. maximize sales and maximize concerns, and guest concerns, sales potential. support for System an Owner/Operator showing support of an examples of 2. What are 2. are some some examples System promotions, promotions, recommendations and initiatives? in supported in consistently supported initiatives should and initiatives recommendations and promotions, recommendations System promotions, should be be consistently work collaboratively We work Owner/Operator organization. an Owner/Operator of an restaurant of each restaurant organization. We collaboratively together together with with forward. business forward. drive the Win isis designed Plan to our Plan ensure our Owner/Operators to ensure to Win designed to to drive the business activities, Examples include, Examples include,but but are are not not limited limitedto, to, new new product product launches, launches, promotional promotional activities, may Owner/Operator may an Owner/Operator concerns an Any concerns offerings. Any value offerings. and value operation and of operation hours of extended hours (such initiative or recommendation promotion, System a of regarding the have regarding have the support support of a System promotion, recommendation or initiative (such as as organization should Owner/Operator organization restaurant of specific restaurant for aa specific hours) for extended hours) extended of the the Owner/Operator should be be Team. Service Team. Field Service or Field VP or QSCVP theQSC withthe discussed with discussed 3. Are “special "special venue” venue" restaurants restaurants required required to to participate participate in in all all System System promotions? promotions? OPNAD and the OPNAD when the situations when will be situations No, there will No, and Co-Op Co-Opendorsed endorsed promotions promotions cannot cannot be be Region the Region and the Owner/Operator and the Owner/Operator out, the rolled out, promotion isis rolled newpromotion Beforeaa new implemented. Before should discuss should discuss whether whether there there are are circumstances circumstancesthat thatwould would prevent prevent the the owner/operator owner/operator products or certain products from selling certain or participating participatinginincertain certainpromotions promotionsat atthese these locations. locations. this Standard? 4. How will will mystery mystery shop shop results results be be used when assessing this an Standard and this Standard in this tool in Mystery Shop Mystery Shop scores scores are are not not aa measurement measurement tool and will will not not cause cause an will results the However, Owner/Operator organization organization to to fail failto to meet meet this this Standard. Standard. However, the results will be be information of source additional an provide an additional source of information and they provide as they discussed as and can can help help to to develop develop Mystery Shop See Mystery insightful commentary insightful commentary within withinOwner/Operator Owner/Operatorbusiness businessreviews. reviews. See Shop memo memo points key points list or memo attach to wants (Marion details. further for 2011 3, issued October details. (Marion wants to attach memo or list key think they doesn’t think or leave it off-she doesn't they can can find find the the memo) memo) Standard? this Standard? assessing this S. How will 5. will the the number number of of guest guest complaints complaints be used when assessing and Standard and this Standard in this measurement in as aa measurement used as longer used no longer is no complaints is The number number of guest complaints organization Rather, the Standard. Rather, this Standard. Owner/Operator to an Owner/Operator will not cause an will to fail fail to to meet meet this the organization August 30, dated August Complaint memo Customer Complaint See Customer back responsiveness. call back on call should focus on responsiveness. See memo dated 30, further details. 2011 for further “All shifts 6. Does the "All shifts adequately adequately staffed staffed to maximize maximize sales” sales" guideline guideline contained contained in in the the 6. Building the Building the Business Business through through Guest Guest Satisfaction Satisfaction Standard Standard requires requires aa restaurant restaurant to to adopt adopt extended hours? staffing “maximizing sales” to "maximizing guideline to this guideline in this reference in The reference No. sales" refers refers to to adequately adequately staffing No. The be aa should be them implement to decision the and hours or extended hours and the decision to implement them should hours or 24 hours existing shifts. 24 existing shifts. Region. the and Owner/Operator the between discussion discussion the Owner/Operator and the Region. “by providing maximize sales "by to maximize 7. What does it mean to providing reliable, reliable,competitive competitive value value to to the the 7. guest”? guest"? McDonald’s visit aa McDonald's they visit time they every time value every compelling value offers compelling that offers menu that Our guests expect aa menu Our guests our guests, remain competitive order to in order Accordingly, in restaurant Accordingly, restaurant. to remain competitive and and relevant relevant to to our guests, McDonald’s restaurants McDonald's restaurants must must offer offer aa value value platform platformwhich whichisisconsistent consistent with withthese these market to from market vary from and vary timeand overtime evolveover will evolve valuewill competitivevalue Reliable, competitive expectations. Reliable, to market. 8 8 HIGHLY CONFIDENTIAL HIGHLY CONFIDENTIAL MCDOCHOO7535 MCDOCH007535 M0D00H007528 IVICDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 19 of 28 8. The TheOwner/Operator Owner/Operatorisisunable unable to toreach reach aa guest guest that that called called the the 800# 800# with with aa complaint. complaint. 8. Will this meets the the Building BuildIng the Business through through Will this impact impact whether whether the the Owner/Operator Owner/Operator meets the Business Guest Satisfaction Satisfaction Standard? Standard? Guest If the If the Owner/Operator Owner/Operatorhas hasmade madereasonable reasonableattempts attemptsto to contact contact the the guest guest and and has has aa guest guest recovery process process in in place, place, failure recovery failure to to reach reach that that guest guest will will not not be be held held against against the the Owner/Operator. Owner/Operator. OwnerlOnerator Involvement Owner/Operator 1. 1. Is itit acceptable Is acceptable for for an an Owner/Operator Owner/Operator to to disagree disagree or or challenge challenge the the Company Company on on issues issues and policies? policies? Yes, as McDonald’s encourages Yes, as long long as as it it is is done done in in aa professional professional and and constructive constructive manner. manner. McDonald's encourages spirited debate or individual initiative that is done in the best interest System. spirited debate or individual initiative that is done in the best interest of of the the System. 2. 2. Participation in in OPNAD OPNAD and If an an Participation andthe the Co-Op Co-Opisisvoluntary voluntaryunder underthe theFranchise FranchiseAgreement Agreement. If Owner/Operator isIs not not aa member memberof ofOPNAD OPNAD or local Co-Op, Co-Op, will Owner/Operator or the the local will this this Owner/Operator Owner/Operator meet the theOwner/Operator Owner/Operator Involvement Involvement Standard? Standard? meet No. The No. The National National Franchising FranchisingStandards Standardsrequire requirean anOwner/Operator Owner/Operatorto tobe be aa member member of of both both OPNAD and OPNAD andthe the appropriate appropriatelocal localCo-Op Co-Opeven eventhough thoughthe the Franchise FranchiseAgreement Agreementdoes does not. not. 3. 3. A requirement A requirement that that Owner/Operators Owner/Operators remain remain current currentwith withthe thebusiness business has has been been added added to to the Owner/Operator Owner/Operator Involvement Involvement Standard. How will the Standard. How will this this be be measured? measured? An Owner/Operator business through An Owner/Operator must must be be aa student student of of the the business through ongoing ongoing education. education. Remaining current following: Remaining currentwith withthe thebusiness businesscan can be be achieved achieved by by completing completing one one of of the the following: Participating inin McDonald’s each year. year. OR OR • Participating McDonald'smeetings, meetings,conventions, conventions, and and events events each Attending an an Owner/Operator based HU HU training • Attending Owner/Operator based training class class within withinthe the past past 10 10 years. years. OR Attending the GM capstone past 10 10 years. years. OR OR • Attending the GM Capstone class class within within the the past Participating on • Participating onaaMcDonald’s McDonald'ssystem systemteam teamwithin withinthe the past past 18 18 months months (Examples include, include,but butare arenot notlimited limitedto,to, NIC,DLC, DLC,RLC, RIC, OPNAD, (Examples NLC, OPNAD, regional, regional, teams, divisional divisional teams teams or or sub sub teams) teams) OR OR teams, Sponsoring aa McDonald's McDonald’s training •• Sponsoring trainingclass classwithin withinthe the past past 18 18 months. months. 9 HIGHLY CONFIDENTIAL HIGHLY CONFIDENTIAL MCDOCHOO7536 MCDOCH007536 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 20 of 28 M0D0CHô07528 • MCDOCH007528 National Franchising Franchising Standards National Standards FAQs asasofof12/1/13 FAQs 12/1/13 (Effective 04/01/14) (Effective 04/01/14) The following FAQ’s are the National National Franchising Franchising Standards The following FAQ's are intended intended to to add add texture texture to to the Standards and and the the Measurements and Guidelines. The Measurements and Guidelines are used to assess whether Measurements and Guidelines. The Measurements and Guidelines are used to assess whether the performance performance and and results results of the Owner/Operator Owner/Operator and the of the and his/her his/her organization organization meet meet the the Standards. General Questions General 1. Have Havethe theNational NationalFranchising Franchising Standards Standards changed? 1. changed? Yes, the National Franchising Franchising Standards Yes, the National Standards(the (the“Standards”) "Standards")have haveevolved evolvedtotomeet meetthe the needs needs of our our business. The enhancements enhancementsprovide provide an an opportunity opportunity to elevate the the Brand, Brand, of business. The to elevate communicate what what it it takes takes to to be be successful successful in in our our business business and and further communicate further distance distance ourselves ourselves from the competition. from Each of (What are trying Each of the the six six Standards Standards now now includes includes an an aspirational aspirational Vision Visionstatement statement (What are we we trying to accomplish?) and a Purpose statement (Why are we doing it?), which help to incorporate to accomplish?) and a Purpose statement (Why are we doing it?), which help to incorporate the McDonald's McDonald’s values values into into the the National National Franchising Franchising Standards. The addition addition of of the the Vision Vision the Standards. The and Purpose Purpose statements statementsprovides providesadditional additional clarity clarity to to the the Standards Standards and and reminds reminds all all of us and of us what we we are are trying trying to accomplish. accomplish. what The Standard done?) has has also also been been revised revised while while additional additional The Standardstatement statement (What (What needs needs to to be be done?) measurements and and guidelines guidelines (Is (Is itit being of the six measurements being done?) done?) have have been been added added to to each each of the six Standards. Other significant significant changes to the theNational National Franchising Franchising Standards Standards include: include: Other changes to Reinvestmentisis aa new newStandard, Standard, independent independentofofthe theFinancial Financial Standard. Standard. o Reinvestment o The The Operations Standard now has an in addition addition to a Operations Standard now has an organizational organizational measurement measurement, in to a restaurant measurement. restaurant The Financial Financial Standard to determine determineFinancial Financial Viability Viability o The Standard has has aa point point system system to In the Standard, General General Managers o In the People People Standard, Managers must must remain remain current current with with the the business business by demonstrating one of of the the following following each each year: year: by • Participated Participated in restaurant ■ in 10 10 hours hours of of McDonald’s McDonald'straining/meetings training/meetings on on restaurant operations. OR OR operations. • Passed Passed the current GM GM Capstone ■ the current Capstone proficiency proficiency test. test. Customer Satisfaction o Customer Satisfaction is is now now the the Building Building the the Business Business through through Guest Guest Satisfaction Satisfaction Standard and supporting the Plan to Win. Standard and includes includes supporting the Plan to Win. The Owner/Operator Involvement Standard Standard now includes aa requirement o The Owner/Operator Involvement now includes requirement to to stay stay current with business through through continuous continuous-learning current with the the business learning activities. activities. 2. What Whatisisthe thepurpose purposeofofthe theNational NationalFranchising Franchising Standards? Standards? 2. The National National Franchising Franchising Standards basis for all franchising induding The Standards form form the the basis for all franchising decisions decisions including growth, rewrite and eligibility for participation in certain programs and incentives. Each of of growth, rewrite and eligibility for participation in certain programs and incentives. Each the six six Standards Standards is McDonald’s System. The the is critically criticallyimportant importantto tothe thesuccess success of of the the McDonald's System. The National Franchising U.S. National FranchisingStandards Standardsare areintended intendedto to be be applied applied consistently consistently across across the the U.S. business and and do do not not change change or or supplement supplement the the Franchise Franchise Agreement. Agreement. business 1 1 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7528 MCDOCH007528 MCDOCHOO752B • MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 21 of 28 3. When will will McDonald's McDonald’s begin begin applying applying the revised National National Franchising Franchising Standards When the revised Standards and and the the revised measurement measurement tools tools and and guidelines? revised guidelines? The revised revised National National Franchising Franchising Standards Reviews taking The Standards will willbe be used used for for all all Business Business Reviews taking place place after April This will prepare for and understand understand after April 1, 1, 2014. 2014. This will allow allow ample ample time time for for the the System System to to prepare for and the revisions revisions to the Standards. Standards. If If there and the to the there are are situations situations where where the the measurements measurements and guidelines associated associatedwith withthe therevised revisedNational NationalFranchising Franchising Standards Standards result result in in aa guidelines determination of of ineligibility ineligibility where Owner/Operator previously determination where the the Owner/Operator previously would would have have been been considered eligible eligible for for growth considered growth and and rewrite, rewrite, there there will will be be communication communication with with the the Owner/Operator prior prior to Owner/Operator becoming becoming ineligible ineligible for for growth and rewrite rewrite Owner/Operator to the the Owner/Operator growth and regarding the and timing timing of compliance. regarding the expectations expectations and of compliance. 4. Does an an Owner/Operator's Owner/Operator’s organization organization have have to to meet meet all all six six of of the theNational National Franchising Franchising Does Standards to be eligible for growth, rewrite and to be eligible to participate in certain Standards to be eligible for growth, rewrite and to be eligible to participate in certain programs and programs and incentives? Yes. Each Each Standard Standard isis critically McDonald’s System. Yes. criticallyimportant importantto tothe thesuccess success of of the the McDonald's System. Owner/Operators must must meet meet each each Standard Standard and and be be in in compliance with the the Franchise Franchise Owner/Operators compliance with Agreement to to be be considered considered eligible eligible for for growth growth and and rewrite rewrite and be eligible eligible to participate Agreement and to to be to participate in certain need to to be bespecific specificabout aboutprograms programslike like MRP? MRP? in certain programs programs and and incentives. incentives. Do Do we we need Rebuild? Rebuild? 5. How will National How will McDonald’s McDonald'scommunicate communicate an an Owner/Operator’s Owner/Operator's status status relative relative to to the the National Franchising Standards? Franchising Standards? Generally, each Generally, each Owner/Operator Owner/Operator organization organization will will receive receive aa Business Business Review Review at at least least every every 18 months. months. Generally, Generally, any any Owner/Operator Owner/Operator organization organization that that isis ineligible ineligible for for growth growth and and 18 rewrite will The Region Region will rewrite will receive receive aa Business Business Review Review every every 12 12 months. months. The will evaluate evaluate the the Owner/Operator’s performance and guidelines Owner/Operator's performance relative relativeto tothe the measurements measurements and guidelines of of each each Standard. During the Business Review, Regional Management will communicate Standard. During the Business Review,• Regional Management will communicate the the Owner/Operator’s eligibility eligibility status for growth and and rewrite. rewrite. Owner/Operator's In addition, an Interim Interim Business updating their In addition, an an Owner/Operator Owner/Operator may may receive receive an Business Review Review updating their eligibility status a eligibility status ifif itit becomes becomes apparent apparent that that the the organization organization isis not not meeting meeting or or now now meets meets a Standard. 6. If an Q$C VP a If an Owner/Operator Owner/Operator disagrees with the QSC VPon onwhether whetherthe the organization organization meets meets a Standard, what Standard, what are are his/her his/her options? options? As with and disputes within McDonald's, McDonald’s, our As with all all issues issues and disputes within our “open "open door” door" policy policy (e.g., (e.g., appealing appealing to to the Ombudsman Ombudsman or or higher higher levels of McDonald's McDonald’s management) would apply. apply. the levels of management) would 7. Under what term franchise franchise Under what circumstances circumstances could could an an Owner/Operator Owner/Operator not not be be offered offered aa new new term (rewrite) even though the Owner/Operator is eligible for growth and rewrite? (rewrite) even though the Owner/Operator is eligible for growth and rewrite? Typically, this Typically, thiswould would only onlyoccur occurififthe the restaurant restaurantwas wasclosing closingdue dueto to aa lack lackof of real realestate estate or changes changes in in the the trading trading area. tenure or ODerations Operations 1. Previously, Previously,the theOperations OperationsStandard Standardonly onlymeasured measuredgraded gradedROIP ROIP visits visits at at an an individual individual 1. restaurant level. Why has measurement been beenadded addedfor forgraded gradedROIP ROIP visits restaurant level. Why has aa new new measurement visits at at the the Owner/Operator organization Owner/Operator organization level level as as well? 2 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7529 MCDOCH007529 MCDOCHOO7S28 MCDOCH607528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 22 of 28 The changes the Operations Operations Standard The changes to to the Standardare areintended intendedto to demonstrate demonstrate our our commitment commitment to to our guests by delivering delivering the the highest highest levels levels of ofQS&C QS&C and our guests by and Food Food Safety, Safety, while while not not deviating deviating from the ROIP process. from the ROIP process. We We believe believe that that this this Standard, Standard, when when measured measured only only at at the the individual restaurant assess an an Owner/Operator's Owner/Operator’s overall overall individual restaurant level, level, does does not not adequately adequately assess operational performance. performance. Previously, Previously, an an organization organization could could fail fail as as many many as as 67% 67% of operational of their their graded visits visits in in an an ROIP ROIP cycle, Operations Standard. Standard. graded cycle,and andyet yet still stillmeet meet the the Operations We will will continue to use useexisting existingresources, resources,including includingFORs, FORs, SORs SORs and Procedure We continue to and Food Food Safety Safety Procedure Verifications to whether aa restaurant restaurant and and an an Owner/Operator's Owner/Operator’s organization organization Verifications to determine determine whether meet the the Operations Operations Standard. Standard. Please Please refer refer to to the theupdated updated Operations Operations Standard Standard for for details details meet on the the Organization Organization measurement as applied applied to Owner/Operator organizations on measurement as to Owner/Operator organizations with with one, one, two, three, three, four four and and five five or or more more restaurants. restaurants. two, 2. Does a a restaurant restaurant that audit meet meet the the Operations Operations Standard? Standard? Does that fails fails only only one one food food safety safety audit In most cases, yes. However the severity of the food safety issues may require a different different In most cases, yes. However the severity of the food safety issues may require a answer. 3. An Owner/Operator McDonald’s operational An Owner/Operator acquires acquires aa restaurant restaurantthat that does does not not meet meet McDonald's operational standards. During During the standards. the first first few few months months after after the the acquisition, acquisition, the the restaurant restaurant receives receives graded visits meet the the Operations Operations Standard. Standard. How How will will this graded visits that that do do not not meet this impact impact the the Owner/Operator’s eligibility eligibility for growth Owner/Operator's growth and and rewrite? This situation will be given aa This situation will willnot not impact impactthe the Owner/Operator’s Owner/Operator'sstatus status as as he/she he/she will be given reasonable period period of raise that The reasonable of time time to to raise that restaurant’s restaurant's operations operationsto to an an acceptable acceptable level. level. The appropriate time should be be discussed discussed with with the the QSC USC VP acquisition. appropriate time frame frame should VPat atthe the time time of of the the acquisition. Please refer refer to to the the QSC USC playbook information on graded visits visits occurring occurring after after aa Please playbook for for more more information on graded change of of ownership ownership takes takes place. place. change 4. 4. If an meet the the Operations Operations Standard Standard and and If an Owner/Operator Owner/Operator sells sells aa restaurant restaurant that that does does not not meet all of the other restaurants in the organization do meet the National Franchising all of the other restaurants in the organization do meet the National Franchising Standards, is Owner/Operator now eligible for for growth and rewrite? Standards, is the the Owner/Operator now eligible growth and rewrite? Assuming the all the National Assuming the Owner/Operator’s Owner/Operator's organization organization has has consistently consistently met met all the National Franchising Standards organization Franchising Standardsat attheir theirremaining remainingrestaurants, restaurants,the the Owner/Operator Owner/Operator organization would likely likely become eligible for for growth growth and and rewrite rewrite upon upon selling selling its its only only restaurant would become eligible restaurant in in the the Improvement Process Process for for Underperforming Underperforming Restaurants Restaurants (IPUR). (IPUR). However, However, the theQ5C USC VP VP may Improvement may not immediately immediately support support the Owner/Operator’s growth circumstances that not the Owner/Operator's growth based based on on the the circumstances that caused the the sold sold restaurant restaurant to to not not meet meet the theOperations Operations standard standard in in the the first first place. place. caused 5. Is an from Is an Owner/Operator Owner/Operator eligible eligible for for growth growth and and rewrite rewrite once once aa restaurant restaurant Is is removed removed from IPUR and placed back into the normal ROIP process? IPUR and placed back into the ROIP process? Depending on fads and and circumstances, circumstances, some some Owner/Operators Owner/Operators will will be eligible for Depending on the the facts be eligible for growth and rewrite immediately after coming out of IPUR. However, some growth and rewrite immediately after coming out of IPUR. However, some Owner/Operators may eligible for Owner/Operators may not not immediately immediately become become eligible for growth growth and and rewrite rewrite once once the the restaurant is is removed removed from from IPUR IPUR and back into normal ROIP ROIP process. restaurant and placed placed back into the the normal process. Rather, Rather, the the organization must all restaurants organization must demonstrate demonstrate that that it it can can operate operate all restaurants at at aa level levelthat that meets meets McDonald’s USC McDonald's QSCstandards standardsconsistently consistently over over aa period period of of time. time. If an upon coming coming out out of ofIPUR, IPUR, the If an Owner/Operator Owner/Operator is is not not eligible eligible for for growth growth and and rewrite rewrite upon the USC VP organization will will QSC VPwill willcommunicate communicatethe thetime timeperiod, period,up upto totwelve twelve months, months, that that the the organization remain ineligible If during remain ineligible for for growth growth and and rewrite. rewrite. If duringthat that time time period, period, the the Owner/Operator Owner/Operator consistently meets meetsall all of ofthe theNational NationalFranchising Franchising Standards, Standards, the the organization organization will will regain regain its its consistently 3 HIGHLY CONFI DENTIAL HIGHLY CONFIDENTIAL MCDOCHOO753O MCDOCH007530 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 23 of 28 M000CHOO7S2S MCDOCH007528 eligibility for period. Periodic Periodic updates updates regarding regarding eligibility for growth growth and and rewrite rewrite at at the the end end of of this this time time period. the organization’s status and the restaurant’s performance against McDonald’s operational the organization's status and the restaurant's performance against McDonald's operational standards should should be be communicated communicated to to the the Owner/Operator Owner/Operator while while the the organization organization remains remains standards ineligible. Reinvestment Reinvestment 1. 1. Why is which was was previously previously reviewed reviewed as asaa part part of ofthe theFinancial Financial Standard, Standard, Why is Reinvestment, Reinvestment, which now an an independent Independent Standard? Standard? now With Reinvestment standard, we better identify identify With Reinvestment as as an an independent independent standard, we will will be be able able to to better Owner/Operator organizations organizations that that are are not not financially financially viable, that just just fail fail Owner/Operator viable, rather rather than than those those that to reinvest. reinvest to 2. Does every every restaurant restaurant in in an National Does an Owner/Operator’s Owner/Operator's organization organization have have to to meet meet the the National Restaurant Building and Equipment Standards (“NRBES”) to meet the Reinvestment Restaurant Building and Equipment Standards ("NRBES") to meet the Reinvestment Standard? Standard? Yes. However, However, ifif one oneor or more more of ofan an Owner/Operator's Owner/Operator’s restaurants restaurants do do not not meet meetthe theNRBES NRBES Yes. requirements, but but the theOwner/Operator Owner/Operatorand andthe theQSC QSC VP VP mutually plan requirements, mutually agree agree upon upon aa written written plan (not to to exceed exceed18 13months) months)totobring bringthe therestaurants restaurantsup upto toNRBES NRBES requirements, (not requirements, then then the the organization will will be be considered considered as as meeting meeting the the Standard. Standard. organization Financial 1. The Financial Financial Standard The Standardrequires requiresthat that an an Owner/Operator Owner/Operator must must pay pay McDonald’s McDonald's and and others others on time. time. What What ifif an an Owner/Operator Owner/Operator has has not is disputing disputing an an amount on not paid paid because because he/she he/she is amount due? Legitimate disputes regarding payment Legitimate disputes regarding payment will willnot not cause cause an an Owner/Operator Owner/Operator to to fail failto to meet meet this Standard. However, if a dispute arises with McDonald’s or other vendors, it remains this Standard. However, if a dispute arises with McDonald's or other vendors, it remains the the responsibility of as possible. possible. responsibility of the the Owner/Operator Owner/Operatorto to resolve resolvethese these issues issues as as soon soon as 2. Does an an Owner/Operator Owner/Operator fail fall to meet the the Financial Financial Standard occasionally Does to meet Standard Ififhe/she he/she occasionally submits financial days late? submits financial statements statements a few few days late? Occasionally submitting an Occasionally submitting financial financialstatements statements aa few few days days late late will will not not cause cause an Owner/Operator to to fail fail to meet the the Financial Financial Standard. However, itit is is the responsibility of of Owner/Operator to meet Standard. However, the responsibility Owner/Operator to to insure insure they they meet meetall all deadlines deadlines required required by by the the Franchise Franchise Agreement. the Owner/Operator 3. Does the the failure failure to to meet meet any any one one of ofthe thefinancial financial viability viability measurements (equity Does measurements (equity percentage, cash cash flow flow coverage coverage ratio ratio and and liability liability turnover) Owner/Operator percentage, turnover) mean mean the the Owner/Operator fails to meet meet the theFinancial Financial Standard? Standard? An overall point system is now applied to the the individual individual viability viability measurements An overall is now applied measurements in determining the financial viability of the restaurant business. An organization must determining the financial viability of the restaurant business. An organization must achieve achieve an overall financial viability Please refer refer to an overall score score of of 6 6 or or greater greater to to meet meet the the financial viabilitymeasurement. measurement. Please to the National National Franchising Franchising Standards The the Standardsto tosee see aa breakdown breakdownof ofthe the overall overall point point system. system. The financial statements are reviewed reviewed for for accuracy accuracy at As with with financial statements are atthe the time time of of the the business business review. review. As all of Standards, the Region will and evaluation all of the the Standards, the Region will use use their theirjudgment judgment in inthe the assessment assessment and evaluation of of the measurements measurements and and guidelines. guidelines. the 4 HIGHLY CONFI DENTIAL HIGHLY CONFIDENTIAL MCDOCHOO753I MCDOCH007531 MCDOCHOO752B MCDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 24 of 28 4. Do II meet Financial Standard 6 or Do meet the the Financial Standard ififmy myorganization organizationachieves achieves an an overall overall score score of of 6 or greater? greater? The point point system system isis used used to todetermine determinefinancial financialviability viability only. only. The TheFinancial Financial Standard Standard criteria criteria The also require require that an organization and pay pay also that an organization submit submit accurate accurate financial financialstatements statements timely timely and McDonald’s and McDonald's andothers otherson ontime. time. Also, Also, ififdebt debton onthe thefinancial financialstatements statements does does not not meet meet McDonald’s borrowing McDonald's borrowingstandards, standards,the the Region Regionwill willrestate restatethe the debt debt terms, terms, which which may may affect affect overall score. the overall 5. If my McDonald’s borrowing borrowing If my organization’s organization's financing financing arrangements arrangements fall fall outside outside of of McDonald's standards, how is is this standards, this treated? treated? In determining In determining the the financial financial viability viabilityof ofan anorganization, organization,the the Region Regionwill willrestate restate any any debt debt that that falls outside of McDonald's McDonald’s borrowing borrowing standards. standards. falls outside of 6. How does a non-operating non-operating and/or and/or non-recurring non-recurring event affect my my financial financial ratios? How does a event affect ratios? All business be recorded recorded in in accordance accordance with with GAAP GAAP and All business transactions transactions should should be and reflected reflected on on the the financial statements appropriately. Any transactions or non-recurring events will be financial statements appropriately. Any transactions or non-recurring events will be evaluated by by the Region as part of transaction evaluated the Region as part of the the financial financial viability viabilityassessment assessment where where the the transaction alters the overall financial For example, in situations such as as aa alters the overall financial condition condition of of the the organization. organization. For example, in situations such sale of of restaurant(s) restaurant(s) where business and and sale where aa significant significant amount amount of of cash cash may may come come into into the the business then be be subsequently subsequently drawn drawn out, out, the the draw draw may may be be excluded excluded from from the the ratio ratio calculations calculations for for then purposes of of reviewing reviewing financial financial viability. viability. purposes 7. 7. Do II get ratio, if if II have Do get the the maximum maximum 44 points, points, under under the the cash cash flow flow coverage coverage ratio, have no no debt debt regardless of my net cash flow is? regardless of what what my net cash flow is? No. Owner/Operators Owner/Operators who have no no debt debt service service can can only level points points No. who have only achieve achieve the the highest highest level when positive positive net netcash cashflow flowisismaintained maintainedafter afterG&A G&A and and Draw. Draw. when 8. How is calculated? is equity equity percentage calculated? Value of the Business minus Debt on Business divided divided by Business Value of the Business minus Net Net Debt on the the Business by the the Value Value of of the the Business (Value of of Business) Business) — — (Net (Value (Net Debt) Debt) == Equity Equity Percentage Percentage (Value of Business) Business) (Value • Value of the Business: Business: Value Cash Flow Debt Service, Service, G&A G&A and Cash Flow before before Debt and Draw Draw less less standard standard G&A G&A($35,000 ($35,000 for for traditional restaurants restaurants and for satellites) satellites) multiplied multiplied by by Cash Cash Flow Flow multiple multiple traditional and $io,ooo $10,000 for of 4.5. 4.5. If If the equity percentage percentage isis calculated calculated to to be be less lessthan than25% 25% using using this this formula, formula, of the equity then the the financial financial director director will (with actual actual then will use use aa discounted discounted cash cash flow flow method method (with reinvestment) to determine determine the the value value of of the business. business. reinvestment) • Debt on the Business Business (Net (Net Debt): Debt): Debt Total Current Total Current Liabilities Liabilitiesplus plustotal total Long-Term Long-TermLiabilities Liabilitiesminus minusany anyNotes Notes Payable Payable to to Stockholders minus minus Current Current Assets. Stockholders Both debt and cash cash flow flow will will be be appropriately appropriately adjusted adjusted for for all all NEP NEP restaurants. Both debt and restaurants. Howisis'TTM ITM liability 9. How liability turnover turnover calculated? The liability liability turnover It represents represents TTM TTM Average or The turnover isis calculated calculated over over aa TTM TTMperiod. period. It Average Positive Positive or Negative Working Working Capital Capital divided by Average Daily Daily Sales Negative divided by 5 5 HIGHLY CONFIDENTIAL CONFIDENTIAL HIGHLY MCDOCHOO7532 MCDOCH007532 MCDOCHt3O7528 , IVICDOCH007528 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 25 of 28 (Positive or or Negative NegativeWorking Working Capital) Capital) ==Liability Liability Turnover Turnover Ratio Ratio (Positive (Average Daily Daily Sales) (Average • Working Capital Working Capital equals: equals: Current Assets less less Current Current Liabilities Uabilities Current • Current Liabilities Liabilities equals: Current equals: Total Current Current Liabilities Liabilities Total Minus: Current CurrentPortion PortionofofLong-Term Long-Term Debt Debt Minus: Plus: 1/12 of ofCurrent Current Portion Portion of of Long-Term Long-Term Debt Plus: 1/12 Debt • Average Daily Daily Sales Average Sales equals: Total Annualized Total Annualized Sales Sales divided divided by by 363 363 • Under the point system, system, points points are are assigned assigned for for aa positive positive or or negative negativeLiability Liability Under the point Turnover. Negative NegativeLiability Liability Turnover Turnover is if Working Working Capital Turnover. is calculated calculated if Capitalisisaa negative negative amount (i.e., (I.e., current current liabilities liabilities exceed current assets). assets). Positive PositiveLiability Liability Turnover Turnover is Is amount exceed current calculated if if Working current calculated WorkingCapital Capitalisisa apositive positiveamount amount(i.e., (i.e.,current currentassets assets exceed exceed current liabilities). 10. How ratio calculated? 10. How is cash cash flow flow coverage coverage ratio calculated? Cash Flow after G&A and Draw actual G&A G&A Isis used in Cash Flow after G&A and Draw divided divided by by Annual Annual Debt Debt Service Service (note: (note: actual used in calculation) this calculation) (Cash Flow Flow after G&A and = Cash Cash Flow Ratio (Cash after G&A and Draw) Draw) = Flow Coverage Coverage Ratio (Annual Debt Service) Service) (Annual 11. Does Does the the Financial Financial Standard 11. Standard require requireaaminimum minimumamount amountof ofcash cash be be kept kept In inthe the business? business? No. Overall Overall financial financial viability viability as Financial Standard No. as part part of of the the Financial Standardmust must be be met. met. People 1. 1. What does does "having “having an number of of shift-certified shift-certified or or shift shift verified verified managers" managers” What an adequate adequate number mean? mean? An adequate number of of shift-certified shift-certified managers managers is number required required so shift is is An adequate number is the the number so that that each each shift run by run by aa shift-certified shift-certified manager manager and and will will vary varybased based on on hours hours of of operation. operation. 2. What is is required required for to be be Shift Shift Certified Certified with BSM being What for an an employee employee to with BSM being phased phased out out with with the transition transition to to Restaurant Restaurant Department Department Management Management (RDM) (RDM) classes? the classes? A Shift be Shift Shift Verified A Shift Certified Certified Manéger Manager must must be be Serve Serve Safe Safe certified, certified, be Verified in in the the restaurant restaurant and have have successfully successfully completed completed Introduction Introduction to to Management Management(ITM) (ITM) or previous and or the the previous equivalent(i.e., (i.e.,BOC, BOC, BSM). BSM). equivalent 3. If an has aa shift Introduction to if an Owner/Operator Owner/Operator has shift manager manager that that is is ready ready and and able able to to attend attend Introduction to Management (ITM), (ITM), but or aa class has Management but the the manager manager is is waiting waiting on on class class availability availability to to open open or class has been cancelled, cancelled, will will this this be be held held against against the Owner/Operator? been the Owner/Operator? No. McDonald’s acknowledges that it may take time to to schedule schedule shift shift running running No. McDonald's acknowledges that it may take some some time managers to ITM class. Any Owner/Operators in this situation should work with managers to ITM class. Any Owner/Operators in this situation should work with their their Region to plan to get their their shift shift running running managers managers certified certified as as soon soon as as isis practical. practical. Region to develop develop aa plan to get 6 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7533 MCDOCH007533 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 26 of 28 M000CHOO7S28.. MCDOCH007528 4. Are satellites required to tohave haveHU/ROLP/GM HU/ROLP/GM Capstone Are satellites required Capstone trained trained managers? managers? No, typically restaurants are are not notrequired required to tohave haveHU/ROLP/GM HU/ROLP/GM Capstone No, typically satellite satellite restaurants Capstone trained trained managers. However, However, the thesatellite satelliterestaurant's restaurant’sfranchising franchising documents documents may may require require an an managers. HU/ROLPfGM Capstone HU/ROLP/GM Capstonetrained trained manager. manager. 5. An Owner/Operator The survey survey An Owner/Operator organization organizationconducts conductsan anemployee employee commitment commitment survey. survey. The scores are much lower than the Owner/Operator would like. As a result the organization scores are much lower than the Owner/Operator would like. As a result, the organization creates and and implements implements an an action Will the creates action plan plan to to address address the the deficiencies. deficiencies. Will the low low commitment score score cause cause this this organization organization to meet the the People People Standard? Standard? commitment to not not meet No. This No. This Standard Standard requires requiresconducting conductingthe the survey surveyand and reviewing reviewingthe the feedback. feedback. 6. Does the the Owner/Operator Owner/Operator have have to touse usethe theMcDonald's McDonald’s approved approved Manager Manager and and Crew Crew Does Commitment Survey? Survey? Commitment No. However, However, the the Owner/Operator Owner/Operator must must have employee feedback feedback process process in in No. have an an effective effective employee place. As As part part of of this this process, process, the the Owner/Operator Owner/Operator must must gather gather and and review review anonymous place. anonymous feedback from from the the management management and and crew crew at at each each restaurant restaurant at at least least annually. annually. feedback 7. Can you provide more more details details on on our our People People Migration Migration Strategy? Can you please please provide Strategy? The People Migration Strategy is a three-tiered approach inàludingBHOT'r, BHOT’r, Shift Shift The People Migration Strategy is a three-tiered approach including Management Excellence and Restaurant Department Management. Consistent Management Excellence and Restaurant Department Management. Consistent use use of of the the migration tactics supports crew benefits, hiring, hiring, orientation, training and with migration tactics supports crew benefits, orientation, training and retention retention with extended focus focus on onShift Shift Managers Managers with with Shift Shift Management Excellence. Restaurant Restaurant extended Management Excellence. Department Management of the strategy with with aa management management Department Management serves serves as as the the capstone capstone of the strategy structure, curriculum helps structure, curriculumand andmanagement managementsupport supporttools. tools. Consistent Consistent use use of of these these tactics tactics helps to provide provide aa foundation foundation of of highly highly skilled to skilled and and motivated motivated restaurant restaurant employees. employees. 8. What are examples of of McDonald's McDonald’s training/meetings a What are some some examples training/meetings that that would would demonstrate demonstrate a General Manager General Manager has has remained remained current current with with restaurant restaurant operations operations each each year? year? Some examples examples include, include, but but are arenot notlimited limited to, to,participation participation at atRegional, Regional, Division Division and and Some National meetings such as as Seed Seed Stores, Stores,Plan-to-Win Plan-to-Win Road Road Shows, Shows, Manager Manager Rallies, Rallies, National meetings such Operations Summits, Summits, COMR., COMR., Business Is Important Important that that General General Operations BusinessAlignment Alignmentmeetings, meetings, etc. etc. ItIt is Managers stay of our our Managers stay current current with with restaurant restaurantoperations operationsbecause because the the continued continued success success of System is founded on having highly skilled and motivated restaurant employees. The System is founded on having highly skilled and motivated restaurant employees. The ongoing training of our our General General Managers Managers is retaining ongoing training and and development development of is essential essential to to retaining qualified personnel to operate operate and and build build the the McDonald's McDonald’s business. qualified personnel to business. 9. How will 10 hours hours of of continuing continuing education education for for General General Managers Managers be be tracked? tracked? How will the the 10 The Owner/Operator will have have the responsibility and and flexibility flexibility to 10 hours hours of The Owner/Operator will the responsibility to track track the the 10 of continuing education for their their General General Managers Managers in for their continuing education for in aa manner manner best best suited suited for their organization. Building Buildingthe the Business Business through Guest Satisfaction 1. What Whatdoes doesitItmean meantotohave haveall allshifts shiftsadequately adequatelystaffed staffed with with trained trained crew crew and and 1. management to maximize maximize sales? Adequately staffed for aa shift Adequately staffed for shift means means having having enough enoughtrained trainedemployees employees on on the the floor floor to to meet meet the projected sales and satisfy guests. Restaurants that have shifts adequately staffed the projected sales and satisfy guests. Restaurants that have shifts adequately staffed to to 7 7 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7534 MCDOCH007534 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 27 of 28 MCDOCHOO752B . MCDOCH007528 maximize sales the guest guest expectations, expectations, respond respond quickly quickly to any maximize sales are are able able to to meet meet or or exceed exceed the to any guest concerns, concerns, and and maximize maximize sales potential. guest sales potential. an Owner/Operator showing support for System 2. What are are some some examples of an System promotions, recommendations and initiatives? System promotions, promotions, recommendations and initiatives initiatives should supported in in System recommendations and should be be consistently consistently supported each restaurant of an Owner/Operator organization. We work collaboratively together with each restaurant of an Owner/Operator organization. We work collaboratively together with Owner/Operators to ensure our our Plan Plan to Win isis designed business forward. forward. Owner/Operators to ensure to Win designed to to drive drive the the business Examples include, activities, Examples include, but but are arenot not limited limitedto, to, new new product product launches, launches, promotional promotional activities, extended hours hours of of operation operation and and value value offerings. offerings. Any Any concerns concerns an an Owner/Operator Owner/Operator may may extended have regarding regarding the or initiative initiative (such (such as have the support support of of aa System System promotion, promotion, recommendation recommendation or as extended hours) hours) for for aa specific specific restaurant restaurant of Owner/Operator organization extended of the the Owner/Operator organization should should be be discussed with with the theQSC QSC VP VP or or Field Field ServJce discussed Service Team. 3. Are “special 3. "special venue” venue" restaurants restaurants required required to to participate participate in in all allSystem System promotions? promotions? No, there will be situations when when the the OPNAD OPNAD and No, there will be situations and Cc-Op Co-Opendorsed endorsedpromotions promotions cannot cannot be be implemented. Before Before aa new newpromotion promotion isis rolled rolled out, out, the the Owner/Operator Owner/Operator and and the the Region Region implemented. should discuss should discuss whether whether there there are are circumstances circumstances that thatwould would prevent preventthe the owner/operator owner/operator from selling certain products or participating in certain promotions at from selling certain products or participating in certain promotions atthese these locations. locations. 4. How will this Standard? Standard? 4. will mystery mystery shop shop results results be be used when assessing this Mystery Shop tool in in this this Standard Standard and an Mystery Shop scores scores are are not not aa measurement measurement tool and will will not not cause cause an Owner/Operator organization However, the results will Owner/Operator organizationto to fail failto to meet meet this this Standard. Standard. However, the results will be be discussed as as they they provide provide an an additional additional source discussed source of of information information and and can can help helpto to develop develop insightful commentary Mystery Shop insightful commentary within withinOwner/Operator Owner/Operatorbusiness businessreviews. reviews. See See Mystery Shop memo memo issued October October 3, 2011 for for further further details. (Marion wants or list list key points issued 3, 2011 details. (Marion wants to to attach attach memo memo or key points or leave leave it it off-she doesn't doesn’t think think they or they can can find find the the memo) 5. 5. How will assessing this this Standard? will the the number number of of guest guest complaints complaints be used when assessing The number complaints is is no no longer longer used used as as aa measurement measurement in in this this Standard Standard and and The number of of guest guest complaints will not an Owner/Operator Owner/Operator to this Standard. Standard. Rather, Rather, the organization will not cause cause an to fail fail to to meet meet this the organization should focus on call call back See Customer Customer Complaint Complaint memo August 30, should focus on back responsiveness. responsiveness. See memo dated dated August 30, 2011 for further details. 6. Does the "All “All shifts 6. shiftsadequately adequately staffed staffed to maximize maximize sales” sales" guideline guideline contained contained In in the the Building the Building the Business Business through through Guest Guest Satisfaction Satisfaction Standard Standard requires requires aa restaurant restaurant to to adopt extended hours? No. The The reference reference in in this this guideline guideline to to "maximizing “maximizing sales” staffing No. sales" refers refers to to adequately adequately staffing existing shifts. 24 hours hours or or extended hours and implement them should be be aa existing shifts. 24 extended hours and the the decision decision to to implement them should discussion between the Owner/Operator Owner/Operator and and the the Region. Region. discussion between the maximize sales "by “by providing 7. What does it mean to maximize providingreliable, reliable,competitive competitive value value to to the the guest”? guest"? Our guests a menu menu that that offers offers compelling compelling value value every every time time they they visit visit aa McDonald's McDonald’s Our guests expect expect a restaurant Accordingly, Accordingly, in in order remain competitive restaurant. order to to remain competitive and and relevant relevant to to our our guests, guests, McDonald’s restaurants McDonald's restaurants must must offer offer aa value value platform platformwhich whichisisconsistent consistentwith withthese these expectations. Reliable, competitive value will evolve over time and vary from market market to expectations. Reliable, competitive value will evolve over time and vary from to market. 8 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7535 MCDOCH007535 Case 3:14-cv-02098-JD Document 271-11 Filed 08/17/15 Page 28 of 28 MCDOCHL~)7528 IVICDOCHC37528 complaint. 800#with the 800# called the that called guestthat reach aa guest toreach unableto Owner/Operatorisisunable TheOwner/Operator 8. The 8. with aa complaint. through Business the Building the meets Owner/Operator the whether Will this Will this impact impact whether the Owner/Operator meets the Building the Business through Standard? Satisfaction Guest Satisfaction Standard? Guest If the If the Owner/Operator Owner/Operatorhas hasmade madereasonable reasonableattempts attemptsto to contact contact the the guest guest and and has has aa guest guest place, failure in place, process in recovery process recovery failure to to reach reach that that guest guest will will not not be be held held against against the the Owner/Operator. Owner/Operator. Involvement Owner/Ocerator Involvement Owner/Operator 1. 1. Company on for an Is itit acceptable Is acceptable for an Owner/Operator Owner/Operator to to disagree disagree or or challenge challenge the the Company on issues issues and policies? and policies? McDonald’s encourages in aa professional it is as it long as Yes, as Yes, as long is done done in professional and and constructive constructive manner. manner. McDonald's encourages System. interest best the in individual initiative or individual debate or spirited debate spirited initiativethat thatisisdone done in the best interest of of the the System. 2. 2. If an OPNAD and in OPNAD Participation in Participation andthe the Co-Op Co-Opisisvoluntary voluntaryunder underthe theFranchise FranchiseAgreement. Agreement. If an Owner/Operator this will Co-Op. local the or OPNAD of member a not Is Owner/Operator is not a member of OPNAD or the local Co-Op, will this Owner/Operator Owner/Operator Standard? Involvement Standard? Owner/Operator Involvement theOwner/Operator meet the meet Franchising Standards National Franchising No. The National No. Standardsrequire requirean anOwner/Operator Owner/Operatorto tobe beaamember member of of both both OPNAD andthe the appropriate appropriate local localCo-Op Co-Opeven eventhough thoughthe the Franchise FranchiseAgreement Agreementdoes does not. not. OPNAD and 3. 3. A Owner/Operators remain remain current currentwith withthe the business business has has been been added added to to A requirement that Owner/Operators will this How will Involvement Standard. Owner/Operator Involvement the Standard. How this be be measured? measured? the Owner/Operator through ongoing business through An Owner/Operator must must be be aa student student of of the the business ongoing education. education. An Owner/Operator following: Remaining currentwith withthe the business business can can be be achieved achieved by by completing completing one one of of the the following: Remaining current OR year. OR each year. Participating IninMcDonald’s • Participating McDonald'smeetings, meetings,conventions, conventions, and and events events each HU training based HU • Attending an an Owner/Operator based training class class within withinthe the past past 10 10 years. years. OR OR years. OR 10 years. past 10 GM capstone • Attending the GM Capstone class class within within the the past Participating on • Participating onaaMcDonald’s McDonald'ssystem systemteam team within withinthe the past past 18 18 months months RLC, OPNAD, DLC,RLC, NLC,DLC, limitedto,to, notlimited arenot butare include, but (Examples include, NLC, OPNAD, regional, regional, OR teams) OR sub teams) or sub teams or divisional teams teams, divisional teams, McDonald’s training • Sponsoring a McDonald's trainingclass classwithin withinthe the past past 18 18 months. months. 9 HIGHLY CONFIDENTIAL HIGHLY MCDOCHOO7536 MCDOCH007536 Exhibit 7 Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 2 of 8 4 ICDOCHOO715O 1CDOCH007150 4CDOCH007150 Standards Equipment Standards and Equipment Restaurant Building and National Restaurant Restaurants Traditional Restaurants for Traditional 2012 JANUARY 2012 establishes Equipment Standards and Equipment Building and Restaurants Building National Restaurants updated National The most recently updated Standards establishes our grow our needs and business needs standards that a set of consistent national standards that reflect reflect today’s today's business and helps helps grow experience. restaurant experience. outstanding restaurant an outstanding deliver an able to deliver being able by being business by provided their have provided Management have Owner/Operators and Division Management Field, Owner/Operators The Field, their input input in in the the Business and Business Rewrites and Relocations/Rebuilds, Rewrites Sales, Relocations/Rebuilds, Store Sales, for Store tool for NRBES tool of the NRBES development of tool. NRBES tool. the NRBES of the components of key components are key execution are consistent execution and consistent application and Universal application Reviews. Universal VISION identify aa to identify designed to are designed Standards are Equipment Standards Building and Equipment Restaurant Building National Restaurant The National be positioned can be restaurant can ensure every standards to ensure consistent set of standards every restaurant positioned to to deliver deliver an an place our customers’ be our to be vision to our vision support our and support experience and exceptional restaurant experience customers' favorite favorite place system, operating best-in-class our execute to ability our enable our ability to execute our best-in-class operating system, NRBES enable The NRBES eat. The and way to eat. safety and crew/customer safety quality, crew/customer and quality, ensuring brand image, food safety and and comfort. comfort. PURPOSE applied. They uniformly applied. and uniformly consistent and understand, consistent to understand, easy to be easy intended to be NRBES are intended The NRBES They are are on discussions time-wasting eliminate conflicts, eliminate time-wasting discussions on reduce conflicts, expectations, reduce clarify expectations, intended to clarify also intended same experience the customers’ experience our customers' help our importantly, help which standard applies and most importantly, the same McDonald’s. visit to outstanding QSC &V on every visit to McDonald's. APPLICATION APPLICA11ON measure an means to as aa means Regions as all Regions in all be used in NRBES will be past, the NRBES As in the past, to measure an existing existing needed. To as Rewrites and Rebuilds Relocations, Sales, Store of purposes for restaurant purposes Relocations, Rebuilds and Rewrites as needed. To be will be NRBES will to the additions to no additions regions, no all regions, in all NRBES in the NRBES of the application of ensure consistent application the NRBES Review Business the in used be will be used in the Business Review also will NRBES also The NRBES level. The divisional level. and divisional allowed on a regional and meet to meet take to to take needs to restaurant needs the restaurant steps the sense steps common sense discussion of common process to encourage discussion a from plans reinvestment long-term develop surprise, remove to is goal The standards. the is remove surprise, develop long-term reinvestment plans from a McDonald’s delivering the are delivering restaurants are our restaurants all our that all business perspective, and insure that the optimum optimum McDonald's customers. experience to our customers. their contact their can contact NRBES can of NRBES application of the application regarding the have questions regarding Owner/operators Owner/operators who have representative. REAL team representative. AJ(EXHIBIT ~RptL~ w~wDEpoDOOLcOM CONFIDENTIAL HIGHLY CONFIDENTIAL 1 O MCDOCHOO7I5 MCDOCH007150 Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 3 of 8 MCOOCHOO7I5O MCDOCH007150 National Restaurant Building Building and Equipment Standards National Restaurants for Traditional Restaurants REVIEW PROCESS NRBES REVIEW PROCESS For your reference, please please find below an overview overview of the review process the team followed to in January 2012. The overall process process was develop the revisions that will become effective in.January close~collaboration with the NLC NLC NRBES Review Review Team. Team. managed by U.S. Operations in close.collaboration solicited • In October 2010, the tools were open for review and the U.S. Operations team solicited feedback from regional, divisional and home office staff. NLC NRBES NRBES Review Review Team Team members members were were identified identified in in January January2011 (see list list below). below). • The The NLC 2011 (see • The NLC NLC NRBES Review Review Team held held an initial phone phone call in March 2011 2011 to review the process and feedback. process and solicit feedback. input. • We also reached out to various NLC teams to solicit their input. Review Team met met face to face in in April and June to discuss the proposed • The NLC NRBES Review changes. The meetings were followed by by a conference conference call call during which the team reached a changes. final agreement on proposed revisions. revisions. final 22. • The proposed revisions were presented to the full NLC body on August 22. NLC NRBES Review Review Team called for a vote to endorse the revisions during the • The NLC NLC Conference Conference Call. Call. On On September September 26, the NLC NLC endorsed the proposed September 26 NLC revisions. revisions. REVIEW PROCESS NRBES REVIEW PROCESS process for reviewing the NRBES NRBES tools involves involves aa team of Home Home Office, Field Field and NLC The process representatives. The NLC NLC NRBES NRGES Review Team representatives included: included: representatives. • • • • • • •• Co-lead: Kevin Co-lead: Kevin Hem Kramer, WON Conny Kramer, WON Chair Ebrahim Magflsoud Ebrahim Maghsoud , AMOA AMOA Chair Roland Parrish, Parrish, NBMOA Chair Lopez, MHOA Chair Leo Lopez, Divisions DLC Chair: Mark Salebra (East (East Division), Division), John Valuzzo (Central Division), Division), Jo Divisions Division) Crenshaw (West Division) of the NLC: NLC: Lee Lee Heriaud, Heriaud, Susan Susan Singleton, Singleton, Luis Luis Hernandez, Hernandez, Sandy Phillips Elected Officers of , 2 CONFIDENTIAL HIGHLY CONFIDENTIAL MCDOCHOO7I5I MCDOCH007151 MCDOCHOO7I5O MCDOCH0071 50 Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 4 of 8 EquIpment Standards Restaurant Building and Equipment National Restaurant Restaurants for Traditional Restaurants QUESTIONS FREQUENTLY ASKED QUESTIONS General Questions Standards? Equipment Standards? Building and Restaurant Building What is the purpose of the National Restaurant and Equipment exceptional an exceptional deliver an can deliver restaurant can McDonald’s restaurant every McDonald's NRBES are designed to ensure every • The NRBES food image, food brand image, McDonald’s brand support McDonald's help~ support They help customers. They experience for our customers. restaurant experience profitability, restaurant accessibility, comfort, accessibility, restaurant profitability, and comfort, safety and quality, crew/customer crew/custorner safety and regulations. local regulations. and ensure compliance with federal, state and local has the restaurant has McDonald’s restaurant if aa McDonald's • The standards can also be used to help determine if the to: resources to: necessary equipment and physical plant resources system o Support the current operating system o Execute the menu o Execute o Serve safe/quality products o o Provide an exceptional restaurant experience o environment profitable environment o Enable the business to grow in a safe and profitable a as a Regions as all Regions in all used in be used to be standards to consistent standards NRBES tool provides for nationally consistent • The NRBES experience. McDonald’s exceptional an deliver to restaurant’s ability to means to measure a restaurant's an exceptional McDonald's experience. between dialogue between meaningful dialogue promote meaningful to promote NRBES become a vehicle to that the NRBES is that intent is • The intent owner/operator. McDonald’s and the owner/operator. McDonald's used? be used? Standards tool Equipment Standards and Equipment Restaurant Building and National Restaurant When should the National tool be restaurant of purpose för,the restaurants existing means to measure used as a means is used NRBES is The NRBES restaurants for the purpose of restaurant plans. reinvestment plans. restaurant reinvestment rebuilds, rewrites and for developing restaurant sales, relocations, rebuilds, owner/operator and the owner/operator by the completed by be completed will be tool will NRBES tool Review, the NRBES Business Review, of the Business As a part of and discuss aa to dialogue meaningful create meaningful dialogue to discuss to create creates the opportunity to This creates Field Service. This identify help identify to help and to business, and the business, grow the and grow best to serve the customer and how best plan, how reinvestment plan, reinvestment items. reinvestment items. restaurant reinvestment have” restaurant to have" “nice to haven versus the "nice “need to have" and prioritize the "need new? Standards new? National Restaurant Building and Equipment Standards Are the National Report and Force Task “Dentise the of part as 1989 in created No. This tool was 1989 "Dentise Task Force Report and McDonald’s McDonald's owner/operator the owner/operator from the representatives from of representatives consisting of team consisting 1999, aa team In 1999, Package”. In Economic Package". Americans the Americans reflect the to reflect NRBES to the NRBES updated the Home Office updated and Home regions, divisions and community, regions, system. operating system. You operating for You Made for implementation of the Made Disabilities Act and the implementation with Disabilities feedback the feedback reflect the to reflect 2011 to and 2011 2007 and modified in 2001, 2003, 2005, 2007 further modified NRBES was further The NRBES divisions/field. the divisions/field. and the Leadership Team, owner/operators and U.S. Leadership from the U.S. tool be updated? often will the NRBES tool How often our with our evolve with to evolve continue to and will 2012 and of 2012 as of needs as NRBES reflect our business needs The current NRBES will continue consisting team a team by a needed by as needed NRBES tool will be reviewed /updated as business. The NRBES team consisting consisting of of System-wide representatives. System-wide Office representatives. Home Office and Home division, region and owner/operators as well as division, occur. changes will be incorporated as they occur. standards? McDonald’s ensure compliance with the standards? How does McDonald's standards through McDonald’s standards required to meet McDonald's All owner/operators are required through their their franchise franchise agreement. agreement. 3 HIGHLY CONFIDENTIAL MCDOCHOO7152 MCDOCH007152 Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 5 of 8 MCOOCHOO?1 50 MCDOCH0071 How will Operations and and Construction Construction be trained on o~ the NRBES and in applying the How standards? NRBES is to provide provide a consistent set of national national standards. The overall intent of the NRBES standards. The regions and divisions are !2≤≥~ not allowed to make additions to the standards. Improved communications and education about the vision, vision, purpose, purpose, and application application of the standards include: ROIP training at HU. HU. • NRBES is addressed in ROIP into the Business Review. Review. • NRBES is incorporated into FAQ’s will be posted on AccessMCD. • NRBES and the FAQ's Is there an appeal process for the NRBES? You can can work through the region and McDonald's McDonald’s internal dispute resolution process. process. If you regarding the application, please contact your REAL team representative. representative. have any questions regarding communicating NRBES? Who is responsible for communicating The NRBES will be communicated to the field through a cascade approach beginning with the VP’s, McOpCo VP's VP’S and GM's. GM’s. QSC VP's, versus aa store sale? Are the NRBES different for a rewrite versus No, the same standards apply. reviewed for a restaurant? restaurant? How often are NRBES reviewed • • • • Business Review Review process, process, Prior to the Business years prior prior to the expiration of the franchise term for the rewrite review, review, approximately three years Rebuilds and Relocations, Relocations, and at time of Store Sale, Rebuilds at any other appropriate time. a question question on NRBES? Who do II contact if II have a • • • • management. Your first point of contact should be your regional management. U.S. Operations U.S. Your REAL team representative representative Your regional NLC representative If one or more of my restaurants restaurants is not in compliance with NRBES, does this affect my eligibility for growth and rewrite rewrite consideration? consideration? agreed upon It may, depending on the circumstance. Typically if an owner/operator has an agreed restaurant into compliance, they will be deemed to meet this reinvestment plan to bring the restaurant national franchising standard. Of course, if the owner/operator does not live up to the plan plan or if meeting the National the non-compliance is severe, then the owner/operator would not be meeting be ineligible ineligible for rewrite and growth. growth. Franchising Standard and would be What bearing or consequence does non-compliance with the NRBES have on on an ownerloperator entity for a store sale? owner/operator McDonald’s will require require the restaurant restaurant to be be brought brought up to standards within 6 months after the McDonald's may impact the purchase price if a restaurant is in nonnon purchase of the restaurant. This may compliance. 4 HIGHLY CONFIDENTIAL MCDOCHOO7I53 MCDOCH007153 Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 6 of 8 MCDOCHQO7I5O MCDOCH007150 If there is is aa “required bydate" date” fora for astandard, standard,what whatdoes doesthat that mean mean to to aa restaurant restaurant up for required by rewrite or sale that has not yet met that standard? understand • NRBES will be communicated by regional management. Any owner/operator should understand whether they have a restaurant condition that may not be in compliance in the future. • If the rewrite or store sale is prior to the "required ‘required by date," date,” the restaurant is considered to standard. However any potential buyer should and will factor the cost be meeting the current standard. of, and time frame required to bring the restaurant up to standards in the purchase price. price. “required by date,” the restaurant is considered • If the rewrite or store sale is after the "required date," considered out of standards. compliance with that standard and will be required to meet standards. Are traditional restaurants and SPODs reviewed the same for compliance? SPOD’s are special sites that may not need to have the same physical plant and • No, SPOD's deliver an excellent QSC experience to our customers. customers. equipment package requirement to deliver McDonald’s in Walmart was developed in in 2004 and revised in • A NRBES tool specific to McDonald's McDonald’s in 2008. It is scheduled to be reviewed in 2012. 2012. The NRBES document for McDonald's Walmart is located on AccessMCD. AccessMCD. Are NRBES being beinq used as a backdoor approach to changing the franchise agreement? maintain and The franchise agreement is clear in that it is the owner/operator’s owner/operator's obligation to maintain McDonald’s standards. standards. keep the restaurant up to McDonald's understand, have owner/operator and field acceptance, acceptance, and The NRBES are intended to be easy to understand, satisfy McDonald's McDonald’s legal and franchising concerns. They are also also intended intended to clarify clarify expectations, and, most reduce conflicts, eliminate time-wasting discussions on which standards apply and, importantly, help our customer experience. The NRBES NRBES does not not change change the franchise agreement. agreement. importantly, Act (ADA) (ADA) Questions about Americans with Disabilities Act Why is the ADA included in in McDonald's McDonald’s NRBES? McDonald’s restaurants, restaurants, are required by law to comply with the All public facilities, including McDonald's Disabilities Act. Franchisees are required to comply with all laws applicable to Americans with Disabilities restaurants, including the ADA. their restaurants, McDonald’s have have any ADA obligations obligations on restaurants owned owned and operated by a Does McDonald's franchisee? franchisee? The owner/operator is required, both by law and the Franchise Agreement, to comply with the restaurants. If the owner/operator has an issue with Americans With Disabilities Act for their restaurants. regard to compliance and what that means to the owner/operator's owner/operator’s restaurant, restaurant, especially especially with a 1991, then the owner/operator should contact their GM or QSC QSC VP for restaurant built after 1991, clarification. further clarification. V How do we know if we are in compliance with ADA? compliance. An owner/operator can perform an ADA Self Assessment Survey to assess compliance. Alternatively, an owner/operator may choose to hire hire an outside consultant or architect to Alternatively, can be located on AccessMCD on complete an ADA survey. The ADA Self Assessment Survey can the U.S. Restaurant Development website, under Construction and then ADA. The direct link is: https:I/www.accessmcd.com/accessmcd.html?frameTar~et=htt~s://~rod~. mcdexchancje.cam/mc httos://wwvv.accessmcd.com/accessmcd.html?frameTaroet=httcs://crodo.mcdexchanoe.com/mc donalds/us/natl/rest dev/Construction/ADA.html dev/Construction/ADA.html donalds/us/natl/rest 5 HIGHLY CONFIDENTIAL CON F1DENTIAL MCDOCHOO7 154 MCDOCH007154. Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 7 of 8 M000CHOO7 150 MCDOCH007150 What does "readily “readily achievable" achievable” mean fl~e ~n relative to ADA ADAcomplian? compliance? achievable is is defined defined as those alterations that are not "too “too difficult and Readily achievable and not too expensive” to accomplish. The definition of "not “not too difficult and not too expensive" expensive” is the legal expensive" vary depending on the location, location, condition and age of the restaurant, restaurant, the definition and can vary financial resources of the owner/operator and whether the restaurant has been remodeled. remodeled. Note guidelines were revised and are effective on a limited basis with respect to that in 2010 the ADA guidelines and alterations alterations commenced on or after September 15, 15, 2010 and before March new construction and 15, 2012. On On and after after March March 15, 15, 2012, all new construction and alterations must comply with 15, Self Assessment Survey addresses the requirements of the 2010 the 2010 guidelines. The ADA Self clarification, the owner/operator should contact their GM or QSC VP. VP. guidelines. For further clarification, is not not in in ADA compliance, compliance, do corrections need to be made immediately, immediately, or If a restaurant is time? can they take take place place over overtime? Legally, all restaurants must be in in compliance This involves involves meeting the readily compliance with with ADA. ADA. This for those restaurants built before 1992 and being in full achievable standard for full cOmpliance compliance for restaurants built built after after 1991. 1991. New New construction and alterations commenced on or after those restaurants 15, 2012 must must comply comply with the 2010 ADA guidelines. guidelines. March 15, is there aa central location location where information information related to ADA is available? Is is posted posted on the U.S. U.S. Restaurant Development website, Information related to ADA is website, under Construction and then ADA. The direct link is: https:/twww.accessmcd.com/accessmccj html?frameTar~et=https:llr,rodp. mcdexchan~e.com/mc https://www.accessmcd.com/accessmcd.html?frameTarget=https://prodp.mcdexchande.com/mc donalds/us/nati/rest dev/Construction/ADA.html dev/Construction!ADA.html donalds/us/natl/rest . Elements of NRBES Questions About Specific Elements IS a grill in in compliance compliance ifif itit has has not not received received an Annual Grill Certification and PM Is 12 months? verification within the last 12 Any restaurant that has has not had had an Annual Grill Certification and PM Verification Verification performed last 12 12 months will be considered out of compliance. compliance. within the last rapid toasters required required on the NRBES NRBES if only one rapid toaster is required Why are two rapid when utilizing a bun buffer? bun is is aa key key component component of of the quality attribute of our sandwiches. sandwiches. Due to the high A toasted bun high dependence on the rapid toaster, toaster, a second rapid toaster is volume of buns and the high ensure an an operational operational toaster toaster is is available as back back up to the unit that is on-line. on-line. Two required to ensure rapid toasters provide the ability ability to routinely routinely switch out toasters to perform necessary maintenance. preventative maintenance. Why is the receipt printer relocated to the cashier booth? has been been relocated for several reasons: The receipt printer has customer has has a damaged damaged Arch Card, he/she must provide the arch card activation activation • If a customer card. Handing Handing the the receipt receipt to to the the customer customer along along with the activated Arch receipt to get a new card. the receipt receipt prints prints in in the the present present booth, booth, Card ensures the customer gets gets the the receipt. receipt. When Mien the forget to to hand hand itit to to the the customer customer and and the the receipts receipts may may be be thrown thrown away. away. , crew often forget customer comes back back into into the restaurant restaurant to get the receipt, which causes Oftentimes, the customer time. the manager to dig through the trash and this wastes time. signature. It's It’s cumbersome to tell • Credit Card transactions of $25 or over require a signature. “drive up to the next next window to sign your receipt." receipt.” If crew forget to get the customers to "drive signature, we are in breach breach of of our credit credit card processor processor agreement. agreement. Signed receipts must be signature, cases. saved for three to five years for disputed cases. • Customers like to be given given a receipt receipt at the place place where they handed handed over their credit card correct. for payment to confirm the transaction was correct. 6 HIGHLY CONFIDENTIAL CONFIDENTIAL MCDOCHOO7155 MCDOCH007155 Case 3:14-cv-02098-JD Document 270-12 Filed 08/17/15 Page 8 of 8 MCDOCHOO7I MCD OCH0071 50 What options do 24-hour restaurants restaurants have when the receipt printer is is located located in the cashier booth? restaurant could could have have aa printer printer in in the presenter booth as as well as one in the cashier booth. booth. • A restaurant system will support support the ability to redirect to either booth for printing. printing. The POS system having two printers printers is to print of off the front counter register. register. • The alternative to having How do do you set-up dual dual drive-thru drive-thru receipt printers and/or and!or use a front counter receipt printer? required steps will vary depending depending on on the POS model model and and software software configuration. configuration. Please Please The required will vary the POS POS supplier supplier or RSSM RSSM to validate hardware and software configuration, contact your POS configuration, and determine next steps. is it necessary to get the system on a common POS platform? Why is operating system cannot adequately function without a POS platform platform Our standard restaurant operating mandatory features and capabilities. A common POS POS platform platform is required to that provides all the mandatory support a system wide migration migration to a standard operating system. system. better descriptors descriptors for for seating seating and decor than "contemporary “contemporary and competitive?" competitive?” Are there better the NRBES Review Review Team reviewed reviewed multiple multiple proposals to revise revise the language of this standard. standard. The NRBES The team's team’s position position was was that that the the term term "competitive" “competitive” carried less subjectivity than all the other than language. The The "contemporary “contemporary and and competitive" competitive” phrase phrase does not necessarily mean proposed language. seating and and decor decor must must meet meet the the standards standards established with programs programs such as "Forever “Forever that the seating Young, Re-imagining" Re-imagining” and and the Major Remodel Program. required to convert convert all turret grills to Auto/ Auto! Infinite gap gap technology? Why will it be required conversion will be required by December December 31, 2014 for the following reasons: The conversion provides improved operational flexibility and capacity. • The auto/infinite gap technology provides capacity. 1,654 of the 2,580 turret grills grills range range in in age from 14 14 to 25 year. The aging aging turret equipment • 1,654 results in ongoing maintenance maintenance and and repair repair issues due to limited part availability and inability gap. Production Production of specific parts would require retooling retooling at a cost in maintaining the correct gap. prohibitive. that is prohibitive. It is 10 times more likely that a turret grill will not pass a grill certification. certification. Turret grills • It of the population population and 51% of the grills that don't don’t meet certification currently account for 9% of certification requirements. The average average cost to to bring bring a turret grill to certification requirement is $1,000 with some units running as high as as $3,500. “unapproved equipment" equipment” section in in NRBES? Why is there an "unapproved discussion with the operator and Field Service relative to any The intent was to facilitate discussion using unapproved equipment. equipment. potential risks as a result of using • Any unapproved Un approved piece piece of of equipment equipment that poses poses aa risk risk to food safety, employee safety, safety, andfor customer safety will be in non-compliance. and/or • Any unapproved unapproved piece piece of of equipment equipment that that is is not not NSF NSF or or UL UL approved approved will be be in in non-compliance. non-compliance. unapproved piece piece of of equipment equipment that does not meet meet ADA standards will be in nonnon • Any unapproved compliance. compliance. • Any unapproved unapproved equipment equipment that that can can not not adhere to MCD MCD Quality and Service standard will be in non compliance. compliance. An An example example isis the the Cold Cold Star Star bulk bulk cream cream dispenser dispenser which is unapproved and must must be be removed removed by by 12/31/06 12/31/08 due to the potential potential food safety risk as a McDonald’s system. system. result of the cream being sourced outside of McDonald's 7 HIGHLY CONFIDENTIAL MCDOCHOO7ISS MCDOCH007156 Exhibit 8 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 2 of 13 COOCHOO7 157 National Restaurant Building and Equipment Standards for Traditional Restaurants January 2012 I. Regulatory Requirements • Government & Municipal Codes • ADA Compliance • Kitchen Fire Suppression II. Customer Satisfaction/Quality & Safety • Building Exterior Drive-thru • Playplaces and Playlands Restrooms • Lobby/Dining Area • Front Counter Service Area • POS • Kitchen & Prep Area • Food Safety Ill. Employee Satisfaction & Safety Employee Satisfaction • Employee Safety • Physical Plant/Building • Unapproved Equipment V. Required Signatures Restaurant Information Region: Restaurant No.: ____________ ____________ State/Site Natl. Store# Restaurant Address: Street City/State Original Open Date: ____________________ Franchise Expiration Date: _______________ Operator Name: ___________________ Or McOpCo No.: ______________ Relocation: ________________ Rewrite: _________________ Sale: _______________ Business Review Note: If you are completing this survey and you are unsure of a response, please note it in the comments by stating “not reviewed or “not observed”. 12/04/2011 J~ EXHIBIT D:,ofl HIGHLY CONFIDENTIAL L ~ Rptr WWW.DE?OB00~° MCDOCHOO7157 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 3 of 13 ~~.~DoCHoo71 57 National Restaurant Building and Equipment Standards for Traditional Restaurants January 2012 January 2012 The most recently updated National Restaurants Building and Equipment Standards establishes a set of consistent national standards that reflect today’s business needs and helps grow our business by being able to deliver an outstanding restaurant experience. The Field, Franchisee and Division Management have provided their input in the development of the NRBES tool for Restaurant Sales, Relocations/Rebuilds, Rewrites and Business Reviews. Universal application and consistent execution are key components of the NRBES tool. Vision The National Restaurant Building and Equipment Standards are designed to identify a consistent set of standards to ensure every restaurant can be positioned to deliver an exceptional restaurant experience and support our vision to be our customers’ favorite place and way to eat. The NRBES enable our ability to execute our best-in-class operating system, ensuring brand image, food safety and quality, and crew/customer safety and comfort. Purpose The NRBES are intended to be easy to understand, consistent and uniformly applied. They are also intended to clarify expectations, reduce conflicts, eliminate time-wasting discussions on which standard applies and most importantly, help our customers’ experience the same outstanding QSC &V on every visit to our McDonald’s. Appllcat~on As in the past, the NRBES will be used in all Regions as a means to measure an existing restaurant for purposes of Restaurant Sales, Relocations, Rebuilds and Rewrites as needed. To ensure consistent application of the NRBES in all regions, no additions to the NRBES will be allowed on a regional and divisional level. The NRBES also will be used in the Business Review process to encourage discussion of common sense steps the restaurant needs to take to meet the standards. The goal is to remove surprise, develop long-term reinvestment plans from a business perspective, and insure that all our restaurants are delivering the optimum McDonald’s experience to our customers. If there are questions regarding application, please contact your REAL team representative. 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO7158 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 4 of 13 MCDOCHOO7I57 National Restaurant Building and Equipment Standards Note: Compliance with this walk-thru does not necessarily constitute full compliance of local codes I. REGULATORY REQUIREMENTS 1. GOVERNMENT & MUNICiPAL CODES Federal, State, County, Municipal Zoning, Building, Health, OSHA. Note: Project Manager should inform of any special requirements. Yes No Comments 2. AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE Constructed and Operational in 1992 or later o Restaurant must be in total compliance with ADA guidelines including all remodels done during this timeframe. • Constructed and Operational prior to 1992 o Restaurant must meet “Readily Achievable” ADA standards by making those alterations that are not “too difficult and not too expensive” to accomplish. o Restaurants built prior to 1992 may be subject to different governmental standards of ADA compliance depending on the condition of the site, available resources, and any remodeling or alterations. Note: Compliance with this walk-thru does not necessarily constitute full compliance with ADA. In order to determine if a restaurant is in compliance with ADA, a Franchisee can perform an ADA Self Assessment Survey to assess compliance or the Franchisee may àhoose to hire an architect or other accessibility consultant to complete an ADA survey 3. KITCHEN FIRE SUPRESSION Yes No Comments Certified cooking equipment fire suppression system o Ansul Wet System and hand-held fire extinguishers o UL-300 R-102 Ansul system where required by state and local laws II. CUSTOMER SATISFACTJONIQUALITY AND SAFETY 4. EXTERIOR • Yes No Corn ments All exterior signs should be properly lit and illuminated, free of cracks, fading and discoloration. o Entrance/Exit o Rear Door o Corral o Drive-thru menu board o Drive-thru windows o Balance of site 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO7I 59 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 5 of 13 M000CHOO7I 57 • • • • • • • • EXTERIOR (cont.) o Soffit lighting and roof beams o Building and lot lighting o Road sign/reader board o Fascia Parking stalls designed to meet local code and optimize lot capacity Parking lot in good repair (properly graded, surfaced & sealed) Parking spaces designed for disabled customers driving a vehicle Clearly marked parking stalls Curbs in good repair Walks in good repair Landscaping, well-maintained A minimum of 2 outside trash receptacles available and in good repair for restaurants with drive-thru 5. DRIVE-THRUICBB • Clear directional flow and lane identification • Drive-thru clearance sign if building has an overhang a Menu board in good repair (i.e. Plexiglas, menu strips) • OPF Drive-thru menu board or FP43 Drive-thru menu board, with the flip or topper, unless prohibited by local codes. • 2-booth speaker or 3-booth face-to-face as a minimum standard Yes No Comments _____ _____ ______________________ _____ _____ _______________________ _____ _____ _______________________ _______________________ _____ _____ _____ _____ _____ ______________________ _____ _____ ______________________ _____ _____ ______________________ Comments ________________________ ________________________ ________________________ Yes No _____ _____ _____ _____ _____ _____ ______________________ ________________________ Note: Face-to-face drive-thru will be required to convert to speaker with COD 18 months prior to franchise expiration date, except where required by code and noise laws. a a Number of keystations and printers adequate to satisfy drive-thru configuration requirements 3 keystations are minimum requirement _______________________ ______________________ 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO716O Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 6 of 13 MCDOCHOO71 57 DRIVE-THRU!CBB (continued) • Drive-thru signage in place • National approved drive-thru branding package required (except where prohibited by local code) o Two window signs o A gateway sign or branded canopy o “Thank You” message by utilizing at least one of the following options: a bollard sign, a window sign, and/or drive-thru lot striping o Drive-thru lot striping Yes No _____ _____ _________________ Comments _____ ____ ________________ _____ _____ ________________ ______ ______ __________________ ______ _____ __________________ Note: Go-Go logo remains an approved option • • a Handrail at building exit adjacent to the drive-thru lane Drink tower, with fast-flow valves, functioning and in good repair Two coffee brewers are required in support of front counter and drive-thru, except where space limitations only allow for a single brewer. _________________ _________________ Note: Space limitations may dictate that both brewers are positioned together in either drive-thru or front counter a • • a • Cream and sweetener dispensers present and in good repair (a minimum of one dispenser is required to serve both drive-thru and front counter. Space limitation may require positioning on the center island). Specialty Coffee Machine Blended Ice machine OJ Dispenser Drive-thru windows, functioning and in good repair Effective, clear communication system (where face-toface is not used) speaker post or Speaker/COD system o COD is required _____ _____ _____ _____ _____ _____ _________________ _________________ _________________ _________________ Note: LED will no longer be supported after 01/01/16 o o Drive-thru headsets: a minimum of 5 working headsets Instructional signage for customers with disabilities 6. PLAYPLACES AND PLAYLANDS a Required Attach the current PlayPlace inspection to NRBES document (or GDCT recap) together with documentation that all findings have been corrected (including date and the company that corrected the findings) a All unapproved equipment has been removed Yes Comments — _________________ - 12/04/2011 HiGHLY CONFIDENTIAL MCDOCHOO7I6I Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 7 of 13 MCOOCHOO71 57 PLAYPLACES AND PLAYLANDS (continued) a No climb netting required on the outside of the play struäture below 7 feet (84 inches). Review most recent annual Playplace/Playland inspection to ensure restaurant is compliant. • Indoor/outdoor play areas (Playplace/Playland) exterior egress alarms (e.g. Detex~ are installed and functioning Yes No Comments No Comments No Comments _____ PlayPlace Comments: 7. RESTROOM • Plumbing fixtures in good repair, with either automatic or wing faucets, pipes are covered if exposed. • Exhaust fan operating and capable of removing odors • Floors (tile, grout, base tile) in good repair • Walls in good repair • Adequate number of plumbing fixtures as required by local code • Ceiling in good repair (painted drywall no lay-in ceilings) a Adequate lighting • Warm air hand dryers or towel dispensers, soap dispensers Yes _____ _____ _____ _____ — 8. LOBBY! DINING AREA • Lighting properly illuminated and in good repair a Lay-in acoustical ceiling and grid or “exposed” ceiling system clean and in good repair • Seating and decor contemporary, competitive, and in good repair • Quarry tile floor and base, grout and tile in good repair a W1FI (where available), a TV and/or music (ADA requirements call for close captioning to be enabled if TV sound is on) • Adequate seating designated for disabled customers with the international symbol or accessibility Yes _____ 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO71 62 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 8 of 13 MCDOCHQO7I 57 9. FRONT COUNTER SERVICE AREA • Customer conveniences (high chairs, napkin/straw dispensers, condiments, etc.) attractive and in good repair • Front counter in good repair. Note: Under counter fluorescent lighting fixture must be removed • MB2K menu board current, meets Marketing needs • Menu board in good repair • Digital McCafé board • Drink tower with fast-flow valves functioning and in good repair • Shake and sundae equipment that’s functional, meets operational standards and supports the dispensing of TTS product • One McFlurry spindle and two candy holding containers in place and in good repair • Runner Condiment Center or Raised Condiment (exception required if non-drive thru restaurants or existing center island space is not available. RCC to be appropriately sized for space available) 1 pie merchandiser Yes P05 SYSTEMIFRONT COUNTER • NP 6.5 wilt be required 12/31/12 • Adequate number of keystations, printers and monitors to satisfy QSC standards, functioning and in good repair o 3 POS are required as a minimum (exception for restaurants with counter lengths less than loft.> o Monitor Guideline Front counter monitor: video capture or merge point monitor CBB monitor 2 drive-thru order monitors and 1 Danger Zone monitor o Printer Guidelines 1 printer per front counter register 1 printer for drive-thru located in cashiers booth • I printer for prep line Sticky printer required by 6/1/12 MeCafé sticky printer required by 6/1 /12 • Four KVS monitors and two bump bars o For restaurants with Cashless: An approved MeD cashless card swipe device for each front counter register and cash drawer in drive-thru Comments ________________________ _____ _____ _____ _____ ______________________ _____ _____ ______________________ ______________________ _______________________ _______________________ ________________________ Yes • No No Comments _________________________ ___________ _____________________ __________________________ _____ _____ _____ _____ _____ _____ _______________________ _____ _____ _______________________ _____ _____ ________________________ 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO7I63 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 9 of 13 MCDOCHOO7I 57 • KITCHEN I PREP AREA • FR P/Tile walls in good repair • Unglazed, abrasive quarry tile floor or treated non-slip surface grout in good repair • Lighting properly illuminated and in good repair • Vinyl covered board lay-in ceiling and grid or existing ceiling in good repair • All equipment cords, plugs and outlets functioning and in good repair • Raw and finished product holding time system available and fully operational • 2 Clamshell grills functioning and in good repair o Both auto gap required by 12/31114 a Annual Grill certifications and PM verification required • Fryers functioning and in good repair. The restaurant has enough fry vats to meet McDonald’s QSC standards, support the menu, and grow the business • A minimum of one multi-product fryer front is required when only two vats are available for white meat production • Automated Fry Dispenser • Grill-side meat freezer(s) with minimum capacity to hold one case 10:1 and one case of 4:1 Yes No Comments ______ _____ ______________________ — _______________________ _______________________ — ______________________ ______________________ _______________________ _______________________ _______________________ _______________________ ________________________ Made For You: A two-sided MFY prep-line is required. This is the list of equipment required/standard to execute two-sided prep. Yes • • a • • • • • • • • • • • • • Prep tabie level with HLZ’s and are not to exceed 35” from floor I convection oven 2HLZ’s I UHC heated table dual-sided UI-IC capacity to support two trays for each item held in the UI-IC, I dual-sided heated prep table I toaster table 2 rapid toasters or 1 universal toaster I Filet steamer 2 q-ing ovens 1 muffin/bagel toaster (q-ing oven) stand I muffin/bagel toaster or I universal toaster Ibunrack I thaw rack in frozen bun markets Refrigerated storage sufficient to hold a minimum of 16 salad blanks within 10 feet in the primary initiator position A stand alone ice machine in place and in good repair No Comments _____________________ ______ _____ _____________________ ______ _____ _______________________ ______ _____ _______ _____ _______ ______ ______ _____ ______ _____ _____ ____ ______ _____ _________________________ ________________________ ________________________ _________________________ _______________________ 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO7164 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 10 of 13 MCDOCHOO7I 57 Kitchen/Prep Area Comments: e FOOD SAFETY • AN food storage areas, refrigeration/freezer equipment, cooking and holding equipment meet McDonald’s Food Safety requirements • Functional cooking timers, compensating computers, and countdown timers (where needed) to support all standard menu items including, but not limited to, raw meat and egg products • Hand-wash sink (one) in kitchen or more as required by local code, along with a timing system for handwashing and a means of drying hands • Washing machine in good repair, clothes dryer (if required by local code) • 3-compartment sink, or as required by local code, in a good repair; proper equipment and supplies for proper cleaning and sanitizing • Food preparation sink as required by local code • Required booster tank and filtration system in support of fountain equipment. An approved water filtration system with 0.5 micron filters (either Cuno or Everpure) T9 systems are no longer acceptable • A minimum of 2 Bulk Coke tanks required for restaurants utilizing bulk Coke. Bulk Coke tanks must be bolted to the floor or wall. • Proper containers for storing opened packages of food • Properly functioning pyrometer with a food and beverage probe, grill surface probe, and shortening probe • All outside doors of the restaurant are seated at the bottom with weather-strips to prevent pest entry IlL • Yes No Comments ______________________ ______________________ ______________________ ______________________ _____________________ ______________________ ______________________ EMPLOYEE SATISFACTION AND SAFETY EMPLOYEE SATISFACTION • Area dedicated to crew comfortable, clean, in good repair, with seating • Clock, mirror • Adequate lighting in crew area Yes No Comments — • _______________________ ______________________ 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO7165 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 11 of 13 MCDOCHOO7I57 • EMPLOYEE SATiSFACTION (continued) • Training system and materials, complete and current e Computer-based training system • Wage and hour labor laws and others posted (from the state) • 9-1 poster, which covers basic employment issues, MSDS sheets (available from 1RC Parts) • Worker’s compensation poster (state, the employee’s right-to-know information) • Office equipment and furniture in good repair • Adequate lighting in office Yes No Comments SAFETY Rear door in good repair and properly set-up as an emergency exit (no dead bolts or lock bars installed) • Rear door alarm (i.e. Detex) • Cooking equipment/exhaust fan/fire suppression pull station dearly labeled • C02 safety procedures clearly posted, bulk tank vented to outside, fill box above ground with safety signs and labels posted, portable tanks securely chained Bulk C02 tanks must be bolted to the floor or wall C02 detectors are required and installed per manufacturer • A C02 sensory must be located in the walk-in cooler for restaurants with Bulk Sweet Tea Dispensing systems • Shortening filtration disposal equipment, complete crew protective equipment, shortening disposal cart Note: Shortening filtration disposal equipment not required for restaurants with bulk oil • First Aid Kit meets O&T requirements Yes No Corn ments 12/04/2011 HIGHLY CONFIDENTIAL MCDOCH 007166 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 12 of 13 MCOOCHOO71 57 PHYSICAL PLANT I BUILDING • Building exterior, appealing to the consumer, clean and in good repair • Supply diffusers and return grills clean and in good repair • Supply diffusers positioned over aisles, not over food prep equipment • Trash corral in good repair (i.e. gate, walls, plumbing, electrical) a All roof surface should be clean and in good repair • Exhaust fans, belts, and motors operating and in good repair • MAC unit operating and in good repair a HVAC units functioning and in good repair o System capable of maintaining 68°F in winter, 78°F summer • All equipment cords, plugs, outlets functioning and in good repair a Roof ladder and roof access pathways should be safe and in good repair with lockable hardware on all access doors Section 16 Unapproved Equipment a Is only McDonald’s approved equipment utilized? If no, please list any unapproved items — Yes No Comments _____ _____________________ _____ ______________________ _____ _____________________ _____ _____________________ _____ _____________________ _____________________ _____________________ _____________________ Yes No Comments RECOMMENDATION: lt is recommended that a qualified technician inspect HVAC, refrigeration equipment, roof and irrigation system It is also recommended that a Power Audit using CPP documentation, be complete to ensure that the restaurant meets McDonald’s Power Quality Guidelines 12/04/2011 HIGHLY CONFI DENT1AL MCDbCHOO7I 67 Case 3:14-cv-02098-JD Document 271-1 Filed 08/17/15 Page 13 of 13 MCOOCHOQ7I 57 IV. SIGNATURES Completed by: Signature Title Date Title Date Title Date Title Date Print Name Signature Print Name Signature Print Name Signature Print Name 12/04/2011 HIGHLY CONFIDENTIAL MCDOCHOO7IS8 Exhibit 9 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 2 of 8 From: To: Sent: Subject: Attachments: Dubois Steven Smith Michael (US Partners) 11/4/2014 9:58:28 AM RE: Action Plan Telegraph Action Plan report-1745.htm Hi Michaels EXHIBIT j./.5= Ashley Soevyn, CSF2 No. 12019 Date Witnes I hope this is the one you are looking for. This is the only one I found. Thanks, Steve From: Smith Michael (US Partners) Sent Monday, November 03, 2014 3:13 PM To: Dubois Steven Subject Action Plan Telegraph Good afternoon Steve, Could you please get the last action. plan for the last. FOR. that we came up with for store #1745 telegraph. Thanks I'm having a hard time retrieving the info. Sem from my Siimsung, (.4aIrmy smmiphohc. HIGHLY CONFIDENTIAL MCDOCH018770 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 3 of 8 Open objectives only Open objectives only Restaurant Action Plan Restaurant (1745) OAKLAND-TELEGRPH Restaurant Address 4514 TELEGRAPH AVE, CA, ALAMEDA, OAKLAND, 94609-2020 Owner/Operator Edward Smith Franchisee Consultant Date The action plans below have been developed and agreed upon by: Franchisee (Consultant System - 1 : Production Category QSC Objective To serve each and every day the highest quality products Objective modified date 21-June-2013 • Restaurant manager ensures MFY standards are executed according to standard Key Success Factors • Restaurant Manager maintains production charts Action ff 1 Person Accountable Target completion date Kitchen Department manager and GM 22-July-2013 Actual Completion Date Action(s) agreed upon to ensure root causes are corrected 1. Focus on breakfast procedures in the grill area 2. Kitchen staff as well and production manager know how to calibrate the grill to get achieve that sweet spot for the beef coming of the grill 3. Perform SOC's on all production staff to ensure all procedures are being done correctly Measurement 1. RDM is taking place within the restaurant and is being done correctly to impact the store on a positive basis 2. SOC's being perform by the department manger and being communicated 3. Training to all productions staff on what good quality looks and taste like Comments: System - 2 : Service Category QSC Objective To provide the highest quality service to each and every guest Objective modified date 21-June-2013 • Service employees effectively communicate with the guests • Shift/service manager responds appropriately when there are 3 or more guests in line at a register Key Success Factors • Order taker/cashier responsibilities are split if 4 or more crew are scheduled in Drive-thru • Shift/service manager responds appropriately when there are 3 or more cars at the DT order point Action # 1 HIGHLY CONFIDENTIAL Person Accountable Target completion date General Manager Guest Service manager 21-July-2013 'Actual Completion Date MCDOCH018771 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 4 of 8 Action(s) agreed upon to ensure root causes are corrected 1. Make sure the staffing levels in the restaurant are correct during the peak I snack hours 2. Check staffing levels to have a drink specialist if the drinks per hour call for it 3. Pre make oatmeal to speed up the service experience 4. Shift management needs to understand the danger zones and make good decisons 1. Service time's should improve 2. Utilizing the staffing needs report should be checked monthly 3. Observing the shift managers and working with them shoulder to shoulder to understand how to make decisions on the floor 4easurement Comments; System - 3 : Production Category Sales Objective Two sides of the table open during all peak periods minimum 80% of the time as of May 31, 2013 Objective modified date 02-May-2013 • Initiator stays in position • French fry person stays in position according to positioning guide • All stations are properly stocked for 24/2 Key Success Factors • Restaurant manager ensures MFY standards are executed according to standard • Restaurant Manager maintains production charts ' • Shift manager responds appropriately when there are 3 or more orders on the KVS or 3 or less orders of fries prepared Action # 1 Person Accountable Target completion date Laura 19-June-2013 Actual Completion Date Action(s) agreed upon to en sure root causes are corrected Ensure that enough people are scheduled to allow the second side to be open. Measurement +VLH during peak period. Commen • System - 4 h i ft anagement Category QSC Objective To run great shifts to provide every cutomer with great QSCV Objective modified date 18-Mar-2013 • Managers visible on floor actively, managing by observing (from observation post) service and production barriers, danger zones and crew positions • Pre-shift Checklist is used Key Success Factors • Shift manager is shift certified/verified • Crew are positioned according to the positioning guide and stay in position • Shift targets/ information are communicated to all employees • Crew recognized and rewarded for meeting targets or excellent performance HIGHLY CONFIDENTIAL MCDOCH018772 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 5 of 8 • Shift manager interacts with guests and follows guest recovery process when necessary and role models hospitality • Travel path is conducted by manager every half hour, priorities set and action taken Action # 1 Person Accountable Laura Target completion date . .. 31-Dec-2012 !Actual Completion Date Action(s) agreed upon to ensure root causes are corrected Ensure all new managers and old attend McDonalds classes Having good coomunication with your management staff React to all danger zones Follow-up of schedule's and make sure that there is a good schedule posted Set and Communicate Targets Measurement schedule for classes weekly/monthly rap seesions with management staff following-up with store manager write-up's must take place Comments: Action # 2 Person Accountable Target completion date General Manager / All restaurant staff 31-Dec-2013 Actual Completion Date Action(s) agreed upon to ensure root causes are corrected Bring CSO score below 20% for this year Measurement 1. SSP is taking place and being follow up on a weekly and monthly basis 2. Ensure shift manangment is adhering the danger zones and reacting 3. Good HTW practices are taking place with good interviews, orientations and on the floor training is happening 4. Celebrate when the goals are meet Comments; Action # 3 Person Accountable Target completion date General manager/ Production manager/ Guest Service Manager 18-June-2013 Actual Completion Date Action(s) agreed upon to ensure root causes are corrected Maintain 1000 cars per day in the Drive-thru Measurement 1. Have the proper number of crew on the floor and focused 2. Maintain split function for the drive-thru team 3. Ensure good shift managment is taking place 4. Open 2nd side of the prep table 80% of the time 5. Ensure that all equipment is working Comments: System - 5 : Business Plannin g Category Profit Objective To run a profitable business while maintaining a high standard of sucess Objective modified date 18-Mar-2013 • Assess and reassess the business Develop goals - CSC- People - Sales - Profit Key Success Factors • Communicate the goals • Provide resources and motivation as needed • Oversee execution of action plan and provide feedback HIGHLY CONFIDENTIAL MCDOCH018773 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 6 of 8 • Measure results, recognize and reward Action # 1 Action(s) agreed upon to ensure root causes are corrected ieasurement Person Accountable Targetompletion date Laura 31-Dec-2012 Actual Completion Date The routine for food cost must be as follows: 1-Establish and communicate store guidelines for each food cost after entering QCR projection at least 25th. of each month fOr the next month 2-Restaurant must identify and do a daily five items from the daily and weekly all food items inventory 3-All transfer-in and out must be entered at the ISP 4-I mmediately after pulling and troubleshooting the weekly stet, pull a month to date QCR Report 5-Once Food Cost Areas of opportunity are determined; observe the ON-FLOOR procedures that impact those areas: Improve Food Over base by at leastl% starting December 2011 to December 2012 Comments: Action # 2 Person Accountable Target completion date General Manager / Swing Management Team 18-May-2013 Actual Completion Date Action(s) agreed upon to ensure root causes are corrected Lower Food Cost to below 3.5% food over base and increase the P&L to the top 25% of the regional average Measurement 1. Ensure UHC chart's ar being followed 2. Weekly managers meeting to discuss progress on food cost 3. Review all 7 items under the QCR report ie. raw waste/ complete waste 4. Review P&L's on a monthly basis and make new goals Comments: System - 6 : Production Category — Objective QSC Objective modified date 20-May-2012 To provide every customer with quality food • Initiator stays in position • French fry person stays in position according to positioning guide • All stations are properly stocked for 24/2 Key Success Factors • Restaurant manager ensures MFY standards are executed according to standard • Restaurant Manager maintains production charts • Shift manager responds appropriately when there are 3 or more orders on the KVS or 3 or less orders of fries prepared Action # 1 erson Accountable Laura Target completion date — 31-Dec-2012 Actual Completion Date Action(s) agreed upon to ensure root causes are corrected open second side of the prep table when the sandwich count is more than 100 having a headset worn by production manager following production charts Utilize DSPT Measurement visually checking kvs reports being checked and also setting achievable targets communication with all staff Comments: System - 7 : Shift Management HIGHLY CONFIDENTIAL MCDOCH018774 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 7 of 8 Category QSC Objective to coordinate production,equipment and people to achieve great QSC Objective modified date 29-Sept-2008 Key Success Factors Person Accountable Target completion date Action # 1 store manager/production and service team 31-Dec-2008 Action(s) agreed upon to ensure root causes are corrected preshift checklist is being done daily proper postioning according to the positioning guide based on the sales rate pulling reports every 30 minutes and communicating the I I results tarrgets be set daily Measurement improvement in service time mystery shop score increase all equipment is working preshift checklist is being done check positioning daily !Actual Completion Date Comments: System - 8 : Production Category QSC Objective provide all products needed and provide fast accurate friendly service to each and every customer Objective modified date 29-Sept-2008 Key Success Factors Action # 1 Person Accountable Target completion date store manager/production managers 31-Dec-2008 Actual Completion Date Action(s) agreed upon to ensure root causes are corrected manage kvs danger zones preshift checklist being done properly wach and everyday proper positioning food safety being done everyday Measurement pulling reports every 30 minutes preshift checklist being done daily and properly check uhc levels and communicate targets manage danger zones Comments: • The above action plans and dates have been developed and agreed upon, Signature of Restaurant Manager Signature of Owner / Operator or McOpCo Supervisor : Date : Consultant Signature : CONFI DENT] AL AND PROPRI ETARY I NFORMATI ON HIGHLY CONFIDENTIAL MCDOCH018775 Case 3:14-cv-02098-JD Document 266-2 Filed 08/17/15 Page 8 of 8 O McDonald's Corporation. The material contained herein is the exclusive property of McDonald's Corporation and has been prepared exclusively for use of designated McDonald's recipients that are employees or licensees of McDonald's Corporation. Any unauthorized use or copying of this material may lead to civil or criminal prosecution. (33917) HIGHLY CONFIDENTIAL MCDOCH018776 Exhibit 10 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 2 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 3 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 4 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 5 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 6 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 7 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 8 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 9 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 10 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 11 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 12 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 13 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 14 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 15 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 16 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 17 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 18 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 19 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 20 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 21 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 22 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 23 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 24 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 25 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 26 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 27 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 28 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 29 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 30 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 31 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 32 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 33 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 34 of 71 Case 3:14-cv-02098-JD Document 258-3 Filed 08/17/15 Page 35 of 71