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Equity | 9 Months Ended
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Sep. 30, 2023
Equity [Abstract] |
Equity | Equity 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. 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. 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 September 30, 2023, 21.5 million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was complete. 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 enter 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 during the nine months ended September 30, 2023 and 2022, structured as outlined above, are as follows:
(in millions, except average price paid per share) |  |  |  |  |  |  |  |  |  |
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
August 7, 2023 1 |  | September 8, 2023 |  | 1.1 |  | 0.2 |  |  | 1.3 |  | $ | 387.36 |  |  | $ | 500 |
May 8, 2023 2 |  | August 4, 2023 |  | 2.5 |  | 0.1 |  |  | 2.6 |  | $ | 384.75 |  |  | $ | 1,000 |
February 13, 2023 3 |  | May 5, 2023 |  | 1.1 |  | 0.3 |  |  | 1.4 |  | $ | 341.95 |  |  | $ | 500 |
August 9, 2022 4 |  | October 25, 2022 |  | 5.8 |  | 1.6 |  |  | 7.4 |  | $ | 337.94 |  |  | $ | 2,500 |
May 13, 2022 5 |  | August 2, 2022 |  | 3.8 |  | 0.6 |  |  | 4.4 |  | $ | 343.85 |  |  | $ | 1,500 |
March 1, 2022 6 |  | August 9, 2022 |  | 15.2 |  | 4.1 |  |  | 19.3 |  | $ | 362.03 |  |  | $ | 7,000 |
1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and initially received shares valued at 85% of the $500 million at a price equal to the market price of the Company's common stock on August 7, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program.We completed the ASR agreement on September 8, 2023 and received an additional 0.2 million shares. 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 $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 May 8, 2023 when the Company received an initial delivery of 2.5 million shares from the ASR program.We completed the ASR agreement on August 4, 2023 and received an additional 0.1 million shares. The ASR agreement was executed under our 2022 Repurchase Program. 3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and initially received shares valued at 85% of the $500 million at a price equal to the market price of the Company's common stock on February 13, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program. We completed the ASR agreement on May 5, 2023 and received an additional 0.3 million shares. The ASR agreement was executed under our 2022 Repurchase Program. 4 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 Programs. 5 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 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. 6 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 price 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. During the nine months ended September 30, 2023, we received 5.8 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement. During the nine months ended September 30, 2023, we purchased a total of 5.4 million shares for $2 billion of cash. During the nine months ended September 30, 2022, we purchased a total of 29.5 million shares for $11 billion of cash. 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 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. Changes to redeemable noncontrolling interest during the nine months ended September 30, 2023 were as follows:
(in millions) |
Balance as of December 31, 2022 | $ | 3,267 |
Net income attributable to redeemable noncontrolling interest | 183 |
Distributions payable to redeemable noncontrolling interest | (187) |
Redemption value adjustment | 247 |
Balance as of September 30, 2023 | $ | 3,510 |
Accumulated Other Comprehensive Loss The following table summarizes the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2023:
(in millions) | Foreign Currency Translation Adjustments |  | Pension and Postretirement Benefit Plans |  | Unrealized Gain (Loss) on Cash Flow Hedges |  |  |  | Accumulated Other Comprehensive Loss
Balance as of December 31, 2022 | $ | (582) |  |  | $ | (349) |  |  | $ | 45 |  |  |  |  | $ | (886) |
Other comprehensive income (loss) before reclassifications | (38) |  | 1 | (10) |  |  | 87 |  |  |  |  | 39 |
Reclassifications from accumulated other comprehensive income (loss) to net earnings | — |  |  | 2 |  | 2 | (1) |  | 3 |  |  | 1 |
Net other comprehensive income (loss) | (38) |  |  | (8) |  |  | 86 |  |  |  |  | 40 |
Balance as of September 30, 2023 | $ | (620) |  |  | $ | (357) |  |  | $ | 131 |  |  |  |  | $ | (846) |
1 Includes an unrealized gain related to our cross currency swaps. See Note 5 – 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 $1 million for the nine months ended September 30, 2023. See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. 3 See Note 5 — Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.

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