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Equity | 12 Months Ended
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Dec. 31, 2022
Equity [Abstract] |
Equity | Equity Capital Stock Two million shares of preferred stock, par value $1 per share, are authorized; none have been issued. On January 25, 2023, the Board of Directors approved an increase in the dividends for 2023 to a quarterly common stock dividend of $0.90 per share.
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
Annualized dividend rate 1 | $ | 3.32 |  |  | $ | 3.08 |  |  | $ | 2.68 |
Dividends paid (in millions) | $ | 1,024 |  |  | $ | 743 |  |  | $ | 645 |
1 The quarterly dividend rate was $0.77 per share in the first quarter of 2022 and increased to $0.85 per share beginning in the second quarter of 2022. The quarterly dividend rate was $0.77 per share and $0.67 per share for the years ended December 31 2021 and 2020, respectively. Stock Repurchases On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2020 Repurchase Program”), which was approximately 12% of the total shares of our outstanding common stock at that time. On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the “2013 Repurchase Program”), which was approximately 18% of the total shares of our outstanding common stock at that time. Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of December 31, 2022, 27.2 million shares remained available under the 2022 Repurchase Program and the 2020 and 2013 repurchase programs were completed. Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions. We have entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts were classified as equity instruments. The terms of each ASR agreement entered into for the years ended December 31, 2022, 2021 and 2020, structured as outlined above, are as follows:
(in millions, except average price) |  |  |  |  |  |  |  |  |  |  |  |
ASR Agreement Initiation Date |  | ASR Agreement Completion Date |  | Initial Shares Delivered |  | Additional Shares Delivered |  | Total Number of Shares Purchased |  | Average Price Paid Per Share |  | Total Cash Utilized
December 2, 2022 1 |  |  |  | 2.4 |  |  | — |  |  | 2.4 |  |  | $ | — |  |  | $ | 1,000 |
August 9, 2022 2 |  | October 25, 2022 |  | 5.8 |  |  | 1.6 |  |  | 7.4 |  |  | $ | 337.94 |  |  | $ | 2,500 |
May 13, 2022 3 |  | August 2, 2022 |  | 3.8 |  |  | 0.6 |  |  | 4.4 |  |  | $ | 343.85 |  |  | $ | 1,500 |
March 1, 2022 4 |  | August 9, 2022 |  | 15.2 |  |  | 4.1 |  |  | 19.3 |  |  | $ | 362.03 |  |  | $ | 7,000 |
February 11, 2020 5 |  | July 27, 2020 |  | 1.3 |  |  | 0.4 |  |  | 1.7 |  |  | $ | 292.13 |  |  | $ | 500 |
February 11, 2020 6 |  | July 27, 2020 |  | 1.4 |  |  | 0.3 |  |  | 1.7 |  |  | $ | 292.13 |  |  | $ | 500 |
1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and initially received shares valued at 87.5% of the $1 billion at a price equal to the market price of the Company's common stock on December 2, 2022 when the Company received an initial delivery of 2.4 million shares from the ASR program. We completed the ASR agreement on February 3, 2023 and received an additional 0.4 million shares. We repurchased a total of 2.8 million shares under the ASR agreement for an average purchase price $350.74 per share. The ASR agreement was executed under our 2022 Repurchase Program. 2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $2.5 billion and initially received shares valued at 87.5% of the $2.5 billion at a price equal to the market price of the Company's common stock on August 9, 2022 when the Company received an initial delivery of 5.8 million shares from the ASR program. We completed the ASR agreement on October 25, 2022 and received an additional 1.6 million shares. The ASR agreement was executed under our 2022 and 2020 Repurchase Program. 3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $1.5 billion and initially received shares valued at 85% of the $1.5 billion at a share price equal to the market price of the Company's common stock on May 13, 2022 when the Company received an initial delivery of 3.8 million shares from the ASR program. We completed the ASR agreement on August 2, 2022 and received an additional 0.6 million shares. The ASR agreement was executed under our 2020 Repurchase Program. 4 The ASR agreement was structured as an uncapped ASR agreement in which we paid $7 billion and initially received shares valued at 85% of the $7 billion at a share equal to the then market price of the Company's common stock on March 1, 2022 when the company received an initial delivery of 15.2 million shares from the ASR program. We completed the ASR agreement on August 9, 2022 and received an additional 4.1 million shares. The ASR agreement was executed under our 2020 Repurchase Program. 5 The ASR agreement was structured as a capped ASR agreement in which we paid $500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million in February 2020, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. We completed the ASR agreement on July 27, 2020 and received an additional 0.2 million shares. The ASR agreement was executed under our 2013 Repurchase Program. 6 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 1.4 million shares, representing 85% of the $500 at a price equal to the then market price of the Company. We completed the ASR agreement on July 27, 2020 and received an additional 0.3 million shares. The ASR agreement was executed under our 2013 Repurchase Program. Additionally, during the year ended December 31, 2020, we purchased shares of our common stock in the open market as follows:
(in millions, except average price) |  |
Year Ended |  | Total number of shares purchased |  | Average price paid per share |  | Total cash utilized
December 31, 2020 |  | 0.5 |  |  | $ | 295.40 |  |  | $ | 161 |
During the year ended December 31, 2022, we purchased a total of 33.5 million shares for $12.0 billion of cash. During the year ended December 31, 2021, we did not use cash to purchase any shares. During the year ended December 31, 2020, we purchased a total of 4.0 million shares for $1,161 million of cash. During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,164 million of cash used to repurchase shares. Redeemable Noncontrolling Interests The agreement with the minority partners that own 27% of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest. If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income. Noncontrolling interests that do not contain such redemption features are presented in equity. Ch anges to redeemable noncontrolling interest during the year ended December 31, 2022 were as follows:
(in millions) |
Balance as of December 31, 2021 | $ | 3,429 |
Net income attributable to redeemable noncontrolling interest | 249 |
Equity contribution from redeemable noncontrolling intrerest | 410 |
Distributions to noncontrolling interest | (278) |
Redemption value adjustment | (545) |
Other 1 | 2 |
Balance as of December 31, 2022 | $ | 3,267 |
1 Relates to foreign currency translation adjustments On June 1, 2022 the Company contributed its interest in the IHSM Indices acquired as part of the Merger to S&P Dow Jones Indices LLC. The IHSM Indices will be operated, managed, and distributed by S&P Dow Jones Indices LLC. CME Group paid the Company $410 million in exchange for both a 27% ownership of IHSM’s Indices and to maintain their 27% proportionate ownership in the S&P Dow Jones Indices LLC joint venture. Accumulated Other Comprehensive Loss The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2022:
(in millions) | Foreign Currency Translation Adjustments 1,3 |  | Pension and Postretirement Benefit Plans 2 |  | Unrealized Gain (Loss) on Cash Flow Hedges 3 |  |  |  | Accumulated Other Comprehensive Loss
Balance as of December 31, 2021 | $ | (336) |  |  | $ | (305) |  |  | $ | (200) |  |  |  |  | $ | (841) |
Other comprehensive (loss) income before reclassifications | (250) |  |  | (53) |  |  | 236 |  |  |  |  | (67) |
Reclassifications from accumulated other comprehensive income (loss) to net earnings | 4 |  |  | 9 |  | 2 | 9 |  | 3 |  |  | 22 |
Net other comprehensive gain (loss) income | (246) |  |  | (44) |  |  | 245 |  |  |  |  | (45) |
Balance as of December 31, 2022 | $ | (582) |  |  | $ | (349) |  |  | $ | 45 |  |  |  |  | $ | (886) |
1 Includes an unrealized gain related to our cross currency swaps. See note 6 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss. 2 Reflects amortization of net actuarial losses and is net of a tax benefit of $2 million for the year ended December 31, 2022. See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. 3 See Note 6 – Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.

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