American Depositary Receipt (ADR)
American Depositary Receipt (ADR)
A negotiable security representing shares of a foreign company held by a U.S. depositary bank. ADRs trade on U.S. exchanges in U.S. dollars, making foreign stocks accessible to American investors without needing international brokerage accounts. Despite trading in dollars, ADRs retain currency risk because dividends are declared in the foreign currency before conversion to USD.
An investor purchases 100 ADRs of a Japanese automaker trading on the NYSE at $45 per share (denominated in USD). The underlying company declares a dividend of ¥200 per share. If the yen weakens from ¥110/$1 to ¥130/$1 before conversion, the investor receives less in USD despite the same ¥200 dividend. This illustrates the currency risk inherent in ADRs.
Students often believe ADRs eliminate currency risk because they trade in U.S. dollars on U.S. exchanges. In reality, ADRs always carry currency risk since the underlying foreign stock is denominated in a foreign currency and dividends are declared in that currency before being converted to USD. Students also confuse sponsored ADRs (company participates) with unsponsored ADRs (bank creates without company involvement).
How This Is Tested
- Understanding that ADRs always have currency risk despite trading in USD
- Distinguishing between sponsored (company involved) and unsponsored (bank only) ADRs
- Identifying the three ADR levels and which can raise capital (only Level III)
- Recognizing that Level I ADRs trade OTC while Levels II and III trade on exchanges
- Calculating how currency fluctuations affect ADR dividend payments in USD
Regulatory Limits
| Description | Limit | Notes |
|---|---|---|
| Level I ADRs | OTC trading only | Minimal SEC disclosure (Form F-6 only), cannot raise capital |
| Level II ADRs | NYSE/Nasdaq listing | Full SEC reporting (Form 20-F), cannot raise capital |
| Level III ADRs | Public offerings allowed | Full SEC registration (Form F-1), can raise capital from U.S. investors |
Example Exam Questions
Test your understanding with these practice questions. Select an answer to see the explanation.
Jennifer, a U.S. investor, wants international diversification without opening a foreign brokerage account. She is considering purchasing ADRs of a European pharmaceutical company trading on the NYSE. Her adviser mentions that while ADRs trade in U.S. dollars, they still carry currency risk. Which scenario best explains how Jennifer could experience currency loss despite receiving dividends in USD?
A is correct. This scenario directly illustrates currency risk in ADRs. When the euro weakens from €1.00 = $1.10 to €1.00 = $1.05, each euro is worth fewer dollars. The €2.00 dividend that would have converted to $2.20 (€2.00 × $1.10) now converts to only $2.10 (€2.00 × $1.05). Jennifer receives less in USD despite the dividend amount in euros remaining constant. Currency risk exists because dividends are declared in the foreign currency before conversion.
B describes market price fluctuation, which is market risk, not currency risk. All exchange-traded securities experience intraday price changes. C addresses depositary fees, which are administrative costs, not currency risk. D discusses accounting standards, which creates analytical challenges but is not currency risk. Only A demonstrates how exchange rate movements directly impact the USD value of foreign currency dividends.
The Series 65 exam tests whether you understand that ADRs do NOT eliminate currency risk, a common misconception. This is critical for setting proper client expectations and ensuring suitability. Advisers must explain that even though ADRs trade in dollars and pay dividends in dollars, the underlying exposure to foreign currency fluctuations remains a risk factor.
An American Depositary Receipt (ADR) is best described as which of the following?
B is correct. An ADR is a negotiable security that represents shares of a foreign company deposited with a U.S. bank. The bank holds the actual foreign shares (either directly or through a foreign custodian) and issues ADRs that trade on U.S. exchanges in U.S. dollars. This structure allows American investors to own foreign stocks without needing international brokerage accounts or dealing with foreign currency transactions.
A is incorrect because it reverses the concept. ADRs bring foreign stocks to U.S. exchanges, not U.S. stocks to foreign exchanges. C is incorrect because ADRs represent actual ownership in foreign companies, not derivative positions or speculation contracts. D is incorrect because ADRs are individual securities representing specific foreign companies, not pooled investment vehicles like mutual funds.
The Series 65 exam tests your fundamental understanding of what ADRs are and how they function. Accurately explaining ADR structure to clients is essential when discussing international investment options and helping them understand the mechanics of how they gain foreign stock exposure through U.S. markets.
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Access Free BetaAn investor owns 500 ADRs of a British company. The company declares a dividend of £0.80 per share. At the time of dividend declaration, the exchange rate is £1.00 = $1.25. By the time the dividend is converted and paid, the pound has strengthened to £1.00 = $1.30. How much will the investor receive in USD, and what does this demonstrate about ADR currency exposure?
B is correct. Calculate the USD dividend payment:
Dividend per share: £0.80
Exchange rate at payment: £1.00 = $1.30
USD dividend per share: £0.80 × $1.30 = $1.04
Total shares: 500 ADRs
Total USD received: $1.04 × 500 = $520
This demonstrates that currency movements directly impact ADR dividends. When the pound strengthened from $1.25 to $1.30, the investor benefited, receiving $520 instead of $500 (what they would have received at the $1.25 rate). Currency risk works both ways: favorable currency movements increase USD receipts, unfavorable movements decrease them.
A ($500) incorrectly uses the declaration rate and wrongly claims ADRs eliminate currency risk. C ($615) appears to be a calculation error with no clear basis. D ($650) uses an incorrect exchange rate ($1.30 per ADR instead of per pound) and incorrectly suggests dividends avoid currency risk.
The Series 65 exam tests your ability to calculate currency conversion effects on ADR dividends and understand that currency risk can work in favor of or against the investor. This is essential for explaining to clients how exchange rate fluctuations will impact their actual USD returns from foreign investments through ADRs.
All of the following statements about American Depositary Receipts (ADRs) are accurate EXCEPT
B is correct (the EXCEPT answer). This statement is FALSE and represents the most common misconception about ADRs. ADRs do NOT eliminate currency risk. Even though ADRs trade in USD on U.S. exchanges, the underlying foreign stock is still denominated in a foreign currency. When the foreign company declares dividends in its home currency, those dividends must be converted to USD at the prevailing exchange rate. If the foreign currency weakens against the dollar between declaration and conversion, the USD dividend amount decreases. Currency risk is always present in ADR investments.
A is accurate: ADRs trade on U.S. exchanges (NYSE, Nasdaq, or OTC) in U.S. dollars, allowing U.S. investors to buy foreign stocks without needing international brokerage accounts. C is accurate: this is precisely why currency risk exists. dividends are declared in the foreign currency first, then converted to USD, exposing investors to exchange rate fluctuations. D is accurate: sponsored ADRs are established with the foreign company's cooperation and participation, while unsponsored ADRs are created by depositary banks without company involvement.
The Series 65 exam frequently tests the critical misconception that ADRs eliminate currency risk. Understanding and being able to explain why currency risk persists despite dollar-denominated trading is essential for proper client education and ensuring suitability recommendations account for all relevant risk factors in international investing.
An investment adviser is evaluating a sponsored Level II ADR of a German technology company for a client seeking international exposure. Which of the following characteristics apply to this ADR?
1. The ADR can be used by the foreign company to raise capital from U.S. investors through public offerings
2. The ADR trades on a major U.S. exchange such as NYSE or Nasdaq
3. The foreign company actively participates in the ADR program and pays associated costs
4. The ADR is subject to full SEC reporting requirements including Form 20-F
C is correct. Statements 2, 3, and 4 accurately describe a sponsored Level II ADR.
Statement 1 is FALSE: Only Level III ADRs can raise capital from U.S. investors through public offerings. Level II ADRs can list on major exchanges and have full SEC reporting, but they cannot conduct capital-raising activities. This is a key distinction between Level II and Level III ADRs.
Statement 2 is TRUE: Level II ADRs are listed on major U.S. exchanges (NYSE or Nasdaq), unlike Level I ADRs which trade only on OTC markets. This exchange listing provides greater visibility, liquidity, and prestige for the foreign company.
Statement 3 is TRUE: The "sponsored" designation means the foreign company actively participates in establishing and maintaining the ADR program. The company works with the depositary bank, pays program costs, and provides shareholder services. This contrasts with unsponsored ADRs, where banks create the ADR without company involvement.
Statement 4 is TRUE: Level II ADRs require full SEC reporting compliance, including Form 20-F (the foreign equivalent of Form 10-K). This provides U.S. investors with comprehensive financial disclosure similar to domestic companies, though Level II ADRs still cannot raise capital like Level III.
The Series 65 exam tests detailed knowledge of ADR levels and the distinction between sponsored and unsponsored programs. Understanding these structural differences is critical when evaluating ADRs for clients. advisers must know which ADRs have robust disclosure (Levels II and III), which trade on major exchanges (Levels II and III), and which can raise capital (only Level III). This knowledge ensures appropriate recommendations based on client needs for liquidity, transparency, and risk tolerance.
💡 Memory Aid
Think of ADRs as currency-wrapped packages: The foreign stock inside is STILL in foreign currency (like a gift from Japan still in yen). Even though the wrapper (ADR) is labeled in dollars and trades in the U.S., when you open it for dividends, the yen inside must be converted to dollars at whatever rate exists that day. The wrapper doesn't eliminate the foreign currency inside.
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