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Understanding American Depositary Receipts (ADRs): Types, Pricing, Fees, Taxes

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Understanding American Depositary Receipts (ADRs): Types, Pricing, Fees, Taxes

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What Is an American Depositary Receipt (ADR)?

The term American depositary receipt (ADR) refers to a negotiable certificate issued by a U.S. depositary bank representing a specified number of shares—usually one share—of a foreign company’s stock. The ADR trades on U.S. stock markets as any domestic shares would.

ADRs offer U.S. investors a way to purchase stock in overseas companies that would not otherwise be available. Foreign firms also benefit, as ADRs enable them to attract American investors and capital without the hassle and expense of listing on U.S. stock exchanges.

Key Takeaways

  • An American depositary receipt is a certificate issued by a U.S. bank that represents shares in foreign stock.
  • These certificates trade on American stock exchanges.
  • ADRs and their dividends are priced in U.S. dollars.
  • ADRs represent an easy, liquid way for U.S. investors to own foreign stocks.
  • These investments may open investors up to double taxation and there are a limited number of options available.

Introduction To American Depository Receipts ADRs

How American Depositary Receipts (ADRs) Work

American depositary receipts are denominated in U.S. dollars. The underlying security is held by a U.S. financial institution, often by an overseas branch. These securities are priced and traded in dollars and cleared through U.S. settlement systems.

In order to begin offering ADRs, a U.S. bank must purchase shares on a foreign exchange. The bank holds the stock as inventory and issues an ADR for domestic trading. ADRs list on either the New York Stock Exchange (NYSE) or the Nasdaq, but they are also sold over-the-counter (OTC).

U.S. banks require that foreign companies provide them with detailed financial information. This requirement makes it easier for American investors to assess a company’s financial health.

Types of American Depositary Receipts

American depositary receipts come in two basic categories:

Sponsored ADRs

A bank issues a sponsored ADR on behalf of the foreign company. The bank and the business enter into a legal arrangement. The foreign company usually pays the costs of issuing an ADR and retains control over it, while the bank handles the transactions with investors. Sponsored ADRs are categorized by what degree the foreign company complies with Securities and Exchange Commission (SEC) regulations and American accounting procedures.

Unsponsored ADRs

A bank also issues an unsponsored ADR. However, this certificate has no direct involvement, participation, or even permission from the foreign company. Theoretically, there could be several unsponsored ADRs for the same foreign company, issued by different U.S. banks. These different offerings may also offer varying dividends. With sponsored programs, there is only one ADR, issued by the bank working with the foreign company.

One primary difference between the two types of ADRs is where they trade. All except the lowest level of sponsored ADRs register with the SEC and trade on major U.S. stock exchanges. Unsponsored ADRs will trade only over the counter. Unsponsored ADRs never include voting rights.

2,000+

The number of ADRs available, which represent companies from more than 70 different countries.

ADR Levels

ADRs are additionally categorized into three levels, depending on the extent to which the foreign company has accessed the U.S. markets.

Level I

This is the most basic type of ADR where foreign companies either don’t qualify or don’t want to have their ADR listed on an exchange. This type of ADR can be used to establish a trading presence but not to raise capital.

Level I ADRs found only on the over-the-counter market have the loosest requirements from the Securities and Exchange Commission (SEC) and they are typically highly speculative. While they are riskier for investors than other types of ADRs, they are an easy and inexpensive way for a foreign company to gauge the level of U.S. investor interest in its securities.

Level II

As with Level I ADRs, Level II ADRs can be used to establish a trading presence on a stock exchange, and they can’t be used to raise capital. Level II ADRs have slightly more requirements from the SEC than do Level I ADRs, but they get higher visibility and trading volume. 

Level III

Level III ADRs are the most prestigious. With these, an issuer floats a public offering of ADRs on a U.S. exchange. They can be used to establish a substantial trading presence in the U.S. financial markets and raise capital for the foreign issuer. Issuers are subject to full reporting with the SEC.

American Depositary Receipt Pricing and Costs

An ADR may represent the underlying shares on a one-for-one basis, a fraction of a share, or multiple shares of the underlying company. The depositary bank will set the ratio of U.S. ADRs per home-country share at a value that they feel will appeal to investors. If an ADR’s value is too high, it may deter some investors. Conversely, if it is too low, investors may think the underlying securities resemble riskier penny stocks.

Because of arbitrage, an ADR’s price closely tracks that of the company’s stock on its home exchange. Remember that arbitrage is buying and selling the same asset at the same time in different markets. This allows traders to profit from any differences in the asset’s listed price. 

ADR Fees

Investing in an ADR may incur additional fees that are not charged for domestic stocks. The depositary bank that holds the underlying stock may charge a fee, known as a custody fee, to cover the cost of creating and issuing an ADR.

This fee will be outlined in the ADR prospectus, and typically ranges from one to three cents per share. The fee will be either deducted from dividends, or passed on to the investor’s brokerage firm.

ADRs and Taxes

Holders of ADRs realize any dividends and capital gains in U.S. dollars. However, dividend payments are net of currency conversion expenses and foreign taxes. Usually, the bank automatically withholds the necessary amount to cover expenses and foreign taxes.

Since this is the practice, American investors would need to seek a credit from the IRS or a refund from the foreign government’s taxing authority to avoid double taxation on any capital gains realized.

Those interested in learning more about ADRs and other financial topics may want to consider enrolling in one of the best investing courses currently available.

Advantages and Disadvantages of American Depositary Receipts

As with any investment, there are distinct advantages and disadvantages of investing in ADRs. We’ve listed some of the main ones below.

Advantages

As noted above, ADRs are just like stocks. This means they trade on a stock exchange or over the counter, making them fairly easy to access and trade. Investors can also easily track their performance by reviewing market data.

Purchasing ADRs is easy because they’re available directly through American brokers. This eliminates the need to go through foreign channels to buy stock in a company in which you may be interested. Since they’re available domestically, shares are denominated in U.S. dollars. But that doesn’t mean you avoid any direct risks associated with fluctuations in currency rates.

ADRs and Exchange Rate Risk

It is a common misconception that since the ADR is traded in U.S. dollars in the United States, there is no exchange rate risk. ADRs have currency risk because of the way they are structured. The global bank that creates the ADRs establishes a conversion rate, meaning that an ADR share is worth a certain number of local shares. In order to preserve this conversion rate over time, movements in the exchange rate of the home country vs. the U.S. dollar must be also reflected in the price of the ADR in U.S. dollars.

One of the most obvious benefits of investing in ADRs is that they provide investors with a way to diversify their portfolios. Investing in international securities allows you to open your investment portfolio up to greater rewards (along with the risks).

Disadvantages

The main problems associated with ADRs are that they may involve double taxation—locally and abroad—and how many companies are listed. Unlike domestic companies, there are a limited number of foreign entities whose ADRs are listed for the public to trade.

As noted above, some ADRs may not comply with SEC regulations. These are called unsponsored ADRs, which have no direct involvement by the company. In fact, some companies may not even provide permission to list their shares this way.

Although investors can avoid any of the direct risks that come with currency exchange, they may incur currency conversion fees when they invest in ADRs. These fees are established in order to directly link the foreign security and the one traded on the domestic market.

Cons

  • Could face double taxation

  • Limited selection of companies

  • Unsponsored ADRs may not be SEC-compliant

  • Investor’s may incur currency conversion fees

History of American Depositary Receipts

Before American depositary receipts were introduced in the 1920s, American investors who wanted shares of a non-U.S. listed company could only do so on international exchanges—an unrealistic option for the average person back then.

While easier in the contemporary digital age, there are still drawbacks to purchasing shares on international exchanges. One particularly daunting roadblock is currency exchange issues. Another important drawback is the regulatory differences between U.S. and foreign exchanges.

Before investing in an internationally traded company, U.S. investors have to familiarize themselves with the different financial authority’s regulations, or they could risk misunderstanding important information, such as the company’s financials. They might also need to set up a foreign account, as not all domestic brokers can trade internationally.

ADRs were developed because of the complexities involved in buying shares in foreign countries and the difficulties associated with trading at different prices and currency values. J.P. Morgan’s (JPM) predecessor firm Guaranty Trust pioneered the ADR concept. In 1927, it created and launched the first ADR, enabling U.S. investors to buy shares of famous British retailer Selfridges and helping the luxury depart store tap into global markets. The ADR was listed on the New York Curb Exchange.

A few years later, in 1931, the bank introduced the first sponsored ADR for British music company Electrical & Musical Industries (also known as EMI), the eventual home of the Beatles. Today, J.P. Morgan and BNY Mellon, another U.S. bank, continue to be actively involved in the ADR markets.

Real-World Example of ADRs

Between 1988 and 2018, German car manufacturer Volkswagen AG traded OTC in the U.S. as a sponsored ADR under the ticker VLKAY. In August 2018, Volkswagen terminated its ADR program. The next day, J.P. Morgan established an unsponsored ADR for Volkswagen, now trading under the ticker VWAGY.

Investors who held the old VLKAY ADRs had the option of cashing out, exchanging the ADRs for actual shares of Volkswagen stock—trading on German exchanges—or exchanging them for the new VWAGY ADRs.

If I Own an ADR, Is It the Same As Owning Shares in the Company?

Not exactly. ADRs are U.S. dollar-denominated certificates that trade on American stock exchanges and track the price of a foreign company’s domestic shares. ADRs represent the prices of those shares, but do not actually grant you ownership rights as common stock typically does. Some ADRs pay dividends and may be issued at various ratios. The most common ratio is 1:1 where each ADR represents one common share of the company.

If an ADR is listed on an exchange, you can buy and sell it through your broker like any other share. Because of this, and since they are priced in U.S. dollars, ADRs allow American investors a way to diversify their portfolios geographically without having to open overseas accounts or dealing with foreign currency exchange and taxes.

Why Do Foreign Companies List ADRs?

Foreign companies often seek to have their shares traded on U.S. exchanges through ADRs in order to obtain greater visibility in the international market, access to a larger pool of investors, and coverage by more equity analysts. Companies that issue ADRs may also find it easier to raise money in international markets when their ADRs are listed in U.S. markets.

What Is a Sponsored vs. an Unsponsored ADR?

All ADRs are required to have a U.S. investment bank act as their depositary bank. The depositary bank is the institution that issues ADRs, maintains a record of the holders of ADRs, registers the trades carried out, and distributes the dividends or interest on shareholders’ equity payments in dollars to ADR holders.

In a sponsored ADR, the depositary bank works with the foreign company and their custodian bank in their home country to register and issue the ADRs. An unsponsored ADR is instead issued by a depositary bank without the involvement, participation, or even the consent of the foreign company it represents ownership in. Unsponsored ADRs are normally issued by broker-dealers that own common stock in a foreign company and trade over-the-counter. Sponsored ADRs are more commonly found on exchanges.

What Is the Difference Between an ADR and a GDR?

ADRs provide a listing to foreign shares in one market. U.S. Global Depositary Receipts (GDRs), on the other hand, give access to two or more markets (most frequently the U.S. and Euro markets) with one fungible security. GDRs are most commonly used when the issuer raises capital in the local market as well as in the international and U.S. markets. This can be done either through private placement or public offerings.

Is an ADR the Same As an American Depositary Share (ADS)?

American depositary shares (ADSs) are the actual underlying shares that the ADR represents. In other words, the ADS is the actual share available for trading, while the ADR represents the entire bundle of ADSs issued.

Do ADRs Eliminate Exchange Rate Risk?

No, and this is a common misconception. American Depository Receipts have currency risk or exchange rate risk despite trading in the U.S. and in U.S. dollars. This is due to the way they are structured. ADRs are created by a global bank that possesses a large number of an international firm’s local shares. The bank sets a particular ADR conversion rate, meaning that an ADR share is worth a certain number of local shares. To preserve this conversion rate over time, movements in the exchange rate of the home country vs. the U.S. dollar must be also reflected in the price of the U.S.-traded ADR in U.S. dollars. If this did not occur, it would be impossible to preserve the conversion rate established by the bank.

The Bottom Line

American Depositary Receipts, or ADRs, allow Americans to invest in foreign companies. Although these companies do not ordinarily trade on the U.S. stock market, an ADR allows an investor to buy these stocks as easily as they would invest in any domestic stock. The arrangement also benefits foreign firms, allowing them to raise capital from the U.S. market.

Correction—Jan. 24, 2023: A previous version of this article wrongly stated that foreign currency exchange rate fluctuations do not affect the price of ADR and therefore ADR holders avoid any direct risks associated with fluctuations in currency rates. Actually, ADR have exchange rate risk and the price of an ADR is affected by the movements of both the company’s local share price and the national currency rate of exchange against the U.S. dollar.

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What Is an Amortization Schedule? How to Calculate with Formula

Written by admin. Posted in A, Financial Terms Dictionary

What Is an Amortization Schedule? How to Calculate With Formula

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 Period Beginning Loan Balance Payment Interest Principal Ending Loan Balance
Month or period Amount of debt owed at the start of the month of period Amount due each month (often a fixed amount over the term of the loan) Amount of interest included in the payment (loan balance * 1/12 of interest) Amount of principal included in loan payment (Payment – Interest) Amount of debt owed at the end of the month or period (Beginning Loan Balance – Principal)
  • The period is the timing of each loan payment, often represented on a monthly basis. However, each row on an amortization represents a payment so if a loan is due bi-weekly or quarterly, the period will be the same. This column helps a borrower and lender understand which payments will be broken down in what ways. This may either be shown as a payment number (i.e., Payment 1, Payment 2, etc.) or a date (i.e. 1/1/2023, 2/1/2023, etc.).
  • The beginning loan balance is amount of debt owed at the beginning of the period. This amount is either the original amount of the loan or the amount carried over from the prior month (last month’s ending loan balance equals this month’s beginning loan balance).
  • The payment is the monthly obligation calculated above. This will often remain constant over the term of the loan. Though you usually calculate the payment amount before calculating interest and principal, payment is equal to the sum of principal and interest.
  • The interest portion is the amount of the payment that gets applied as interest expense. This is often calculated as the outstanding loan balance multiplied by the interest rate attributable to this period’s portion of the rate. For example, if a payment is owed monthly, this interest rate may be calculated as 1/12 of the interest rate multiplied by the beginning balance. Always be mindful of how a lender calculates, applies, and compounds your annual percentage rate as this impacts your schedule. As the outstanding loan balance decreases over time, less interest should be charged each period.

  • The principal portion is simply the left over amount of the payment. This is the total payment amount less the amount of interest expense for this period. As the outstanding loan balance decreases over time, less interest will be charged, so the value of this column should increase over time.
  • The ending loan balance is the difference between the beginning loan balance and the principal portion. This represents the new debt balance owed based on the payment made for the new period.

Amortization of Intangible Assets

Amortization can also refer to the amortization of intangibles. In this case, amortization is the process of expensing the cost of an intangible asset over the projected life of the asset. It measures the consumption of the value of an intangible asset, such as goodwill, a patent, a trademark, or copyright.

Amortization is calculated in a similar manner to depreciation—which is used for tangible assets, such as equipment, buildings, vehicles, and other assets subject to physical wear and tear—and depletion, which is used for natural resources.

When businesses amortize expenses over time, they help tie the cost of using an asset to the revenues that it generates in the same accounting period, in accordance with generally accepted accounting principles (GAAP). For example, a company benefits from the use of a long-term asset over a number of years. Thus, it writes off the expense incrementally over the useful life of that asset.

The amortization of intangibles is also useful in tax planning. The Internal Revenue Service (IRS) allows taxpayers to take a deduction for certain expenses: geological and geophysical expenses incurred in oil and natural gas exploration, atmospheric pollution control facilities, bond premiums, research and development (R&D), lease acquisition, forestation and reforestation, and intangibles, such as goodwill, patents, copyrights, and trademarks.

The IRS has schedules that dictate the total number of years in which to expense tangible and intangible assets for tax purposes.

Why Is Amortization Important?

Amortization is important because it helps businesses and investors understand and forecast their costs over time. In the context of loan repayment, amortization schedules provide clarity into what portion of a loan payment consists of interest versus principal. This can be useful for purposes such as deducting interest payments for tax purposes. It is also useful for future planning to understand what a company’s future debt balance will be in the future after a series of payments have already been made.

Amortizing intangible assets is important because it can reduce a business’s taxable income, and therefore its tax liability, while giving investors a better understanding of the company’s true earnings. Intangible assets also have a finite useful life; over time, trademarks or patents may lose their value due to obsolescence. Amortizing intangible assets is also a reflection of how a company has “used up” the benefit of these assets.

Amortization vs. Depreciation

Amortization and depreciation are similar concepts, in that both attempt to capture the cost of holding an asset over time. The main difference between them, however, is that amortization refers to intangible assets, whereas depreciation refers to tangible assets. Examples of intangible assets include trademarks and patents; tangible assets include equipment, buildings, vehicles, and other assets subject to physical wear and tear.

Another difference is the accounting treatment in which different assets are reduced on the balance sheet. Amortizing an intangible asset is performed by directly crediting (reducing) that specific asset account. Alternatively, depreciation is recorded by crediting an account called accumulated depreciation, a contra asset account. The historical cost fixed assets remains on a company’s books; however, the company also reports this contra asset amount to report a net reduced book value amount.

Last, the calculation of each can be different. This is especially true when comparing depreciation to the amortization of a loan. Intangible assets are often amortized over their useful life using the straight-line method, while fixed assets often use a much more broad set of calculation methods (i.e., declining balance method, double-declining balance method, sum-of-the-years’ digits method, or the units of production method).

Example of Amortization

Let’s look at a four-year, $30,000 auto loan at 3% interest. The monthly payment is going to be $664.03. That is arrived at as follows:


$ 30 , 000 × ( 0.0025 × ( 1.0025 ÷ 48 ) 1.0025 ÷ 48 − 1 ) \begin{aligned}&\$30,000 \times \Bigg ( \frac { 0.0025 \times (1.0025 \div 48) }{ 1.0025 \div 48 } – 1 \Bigg ) \\\end{aligned} ​$30,000×(1.0025÷480.0025×(1.0025÷48)​−1)​

In the first month, $75 of the $664.03 monthly payment goes to interest.


$ 30 , 000  loan balance × 3 %  interest rate ÷ 12  months \begin{aligned}&\$30,000 \ \text{loan balance} \times 3\% \ \text{interest rate} \div 12 \ \text{months} \\\end{aligned} ​$30,000 loan balance×3% interest rate÷12 months​

The remaining $589.03 goes toward principal.


$ 664.03  total monthly payment − $ 75  interest payment \begin{aligned}&\$664.03 \ \text{total monthly payment} – \$75 \ \text{interest payment} \\ \end{aligned} ​$664.03 total monthly payment−$75 interest payment​

The total payment stays the same each month, while the portion going to principal increases and the portion going to interest decreases. In the final month, only $1.66 is paid in interest, because the outstanding loan balance at that point is very minimal compared with the starting loan balance.

Loan Amortization Schedule
Period Total Payment Due Computed Interest Due Principal Due Principal Balance
        $30,000
1 $664.03 $75 $589.03 $29,410.97
2 $664.03 $73.53 $590.50 $28,820.47
3 $664.03 $72.05 $591.98 $28,228.49
4 $664.03 $70.57 $593.46 $27,635.03
5 $664.03 $69.09 $594.94 $27,040.09
6 $664.03 $67.60 $596.43 $26,443.66
7 $664.03 $66.11 $597.92 $25,845.74
8 $664.03 $64.61 $599.42 $25,246.32
9 $664.03 $63.12 $600.91 $24,645.41
10 $664.03 $61.61 $602.42 $24,042.99
11 $664.03 $60.11 $603.92 $23,439.07
12 $664.03 $58.60 $605.43 $22,833.64
13 $664.03 $57.08 $606.95 $22,226.69
14 $664.03 $55.57 $608.46 $21,618.23
15 $664.03 $54.05 $609.98 $21,008.24
16 $664.03 $52.52 $611.51 $20,396.73
17 $664.03 $50.99 $613.04 $19,783.69
18 $664.03 $49.46 $614.57 $19,169.12
19 $664.03 $47.92 $616.11 $18,553.02
20 $664.03 $46.38 $617.65 $17,935.37
21 $664.03 $44.84 $619.19 $17,316.18
22 $664.03 $43.29 $620.74 $16,695.44
23 $664.03 $41.74 $622.29 $16,073.15
24 $664.03 $40.18 $623.85 $15,449.30
25 $664.03 $38.62 $625.41 $14,823.89
26 $664.03 $37.06 $626.97 $14,196.92
27 $664.03 $35.49 $628.54 $13,568.38
28 $664.03 $33.92 $630.11 $12,938.28
29 $664.03 $32.35 $631.68 $12,306.59
30 $664.03 $30.77 $633.26 $11,673.33
31 $664.03 $29.18 $634.85 $11,038.48
32 $664.03 $27.60 $636.43 $10,402.05
33 $664.03 $26.01 $638.02 $9,764.02
34 $664.03 $24.41 $639.62 $9,124.40
35 $664.03 $22.81 $641.22 $8,483.18
36 $664.03 $21.21 $642.82 $7,840.36
37 $664.03 $19.60 $644.43 $7,195.93
38 $664.03 $17.99 $646.04 $6,549.89
39 $664.03 $16.37 $647.66 $5,902.24
40 $664.03 $14.76 $649.27 $5,252.96
41 $664.03 $13.13 $650.90 $4,602.06
42 $664.03 $11.51 $652.52 $3,949.54
43 $664.03 $9.87 $654.16 $3,295.38
44 $664.03 $8.24 $655.79 $2,639.59
45 $664.03 $6.60 $657.43 $1,982.16
46 $664.03 $4.96 $659.07 $1,323.09
47 $664.03 $3.31 $660.72 $662.36
48 $664.03 $1.66 $662.36 $0.00

Frequently Asked Questions

What Is Negative Amortization?

Negative amortization is when the size of a debt increases with each payment, even if you pay on time. This happens because the interest on the loan is greater than the amount of each payment. Negative amortization is particularly dangerous with credit cards, whose interest rates can be as high as 20% or even 30%. In order to avoid owing more money later, it is important to avoid over-borrowing and to pay your debts as quickly as possible.

What Does Amortization Mean for Intangible Assets?

Amortization measures the declining value of intangible assets, such as goodwill, trademarks, patents, and copyrights. This is calculated in a similar manner to the depreciation of tangible assets, like factories and equipment. When businesses amortize intangible assets over time, they are able to tie the cost of those assets with the revenue generated over each accounting period and deduct the costs over the lifetime of the asset.

Why Is Amortization Important in Accounting?

Amortization helps businesses and investors understand and forecast their costs over time. In the context of loan repayment, amortization schedules provide clarity into what portion of a loan payment consists of interest versus principal. This can be useful for purposes such as deducting interest payments for tax purposes. Amortizing intangible assets is also important because it can reduce a company’s taxable income and therefore its tax liability, while giving investors a better understanding of the company’s true earnings.

How Do You Amortize a Loan?

A loan is amortized by determining the monthly payment due over the term of the loan. Then, prepare an amortization schedule that clearly identifies what portion of each month’s payment is attributable towards interest and what portion of each month’s payment is attributable towards principal.

Since part of the payment will theoretically be applied to the outstanding principal balance, the amount of interest paid each month will decrease. Since your payment should theoretically remain the same each month, more of your payment each month will apply to principal, thereby paying down the amount you borrowed over time.

The Bottom Line

Amortization is a technique of gradually reducing an account balance over time. When amortizing loans, a gradually escalating portion of the monthly debt payment is applied to the principal. When amortizing intangible assets, amortization is similar to depreciation where a fixed percentage of an asset’s book value is reduced each month. This technique is used to reflect how the benefit of an asset is received by a company over time.

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