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Cash Equities

ADR / GDR

Also known as: Depositary receipts, American Depositary Receipt

A foreign share repackaged to trade on your home exchange, in your currency.

3 min read · 511 words

1 · SnapshotThe one idea to remember
Key intuition: an ADR is a claim check for foreign shares held in a vault abroad — the wrapper is local, the risk is foreign.
2 · BeginnerWhat is it, really?

A depositary receipt lets you buy a foreign company on your local exchange. An American Depositary Receipt (ADR) is a US-listed certificate representing shares of, say, a Japanese or Brazilian company; a Global Depositary Receipt (GDR) is the same idea listed in London or elsewhere.

Behind the scenes, a custodian bank holds the real shares in the home market and issues receipts against them. Each receipt represents a fixed number of underlying shares (the ratio — e.g. 1 ADR = 2 shares, or 1 ADR = 0.1 share for expensive stocks).

For you it feels like any domestic stock: dollar prices, dollar dividends (the bank converts them), your usual broker. The company gets access to a much larger pool of investors.

Asset class
Cash equities
Instrument type
Depositary receipt
Traded
Exchange or OTC
Typical users
Investors wanting foreign stocks without foreign accounts
3 · IntermediateHow it works in practice

Levels and flavours

  • Level I — OTC-traded, minimal disclosure; Level II — exchange-listed; Level III — exchange-listed and capital-raising (full SEC reporting).
  • Sponsored (company appoints the depositary) vs. unsponsored (banks create receipts without the company's involvement).

What you actually bear

  • FX risk: the ADR is priced in dollars, but its value tracks the home-market price times the exchange rate. A rally in Tokyo can be wiped out by a weaker yen.
  • Fees: depositary banks charge custody/dividend-handling fees (a few cents per receipt per year), usually netted from dividends.
  • Withholding tax on dividends at the home country's rate, sometimes partially reclaimable.

Receipts are fungible: brokers can convert local shares into ADRs and back, which keeps prices aligned across markets.

Worked example: a stock trades at ¥3,000 in Tokyo, the ratio is 1 ADR = 1 share, and USD/JPY is 150. Fair ADR value ≈ 3000 / 150 = $20. If the ADR trades at $20.40, arbitrageurs buy in Tokyo, convert, and sell the ADR.
4 · AdvancedPricing & valuation

No-arbitrage pricing

With home-market price \(S^{loc}\), FX rate \(X\) (dollars per unit of local currency) and ratio \(k\) shares per receipt:

$$ P^{ADR} \;=\; k \cdot S^{loc} \cdot X \;\pm\; c $$
What the symbols mean
  • Pa price, or a present value
  • Dduration: how far a bond's cash flows sit in the future
  • Ra return
  • Sthe price of the underlying today
  • cthe coupon rate

where \(c\) covers conversion fees, settlement timing and borrow costs. Deviations beyond \(c\) are traded away by cross-border desks — except where capital controls or conversion limits bind (e.g. some EM names), where persistent premia/discounts become a price of convertibility.

When markets don't overlap

Most ADR home markets are closed during US hours, so the ADR trades on a proxy-implied fair value: home close, adjusted by index futures beta and live FX — the same machinery as international ETF pricing. Overnight, the home market opens and typically gaps to where the ADR "predicted".

Corporate actions and taxes

Dividends flow: local gross dividend → home withholding tax → depositary fee → FX conversion → ADR holder. Effective yield is therefore below the local headline yield; treaty rates and reclaim procedures matter for institutional holders. Ratio changes act like splits and are value-neutral.

The formulas above are standard textbook formulations, simplified for teaching. They explain the mechanism — they are not a valuation tool, and they will not reproduce a dealer’s price.

5 · Desk notesHow practitioners think about it
Practitioner note: unsponsored ADRs can have multiple competing receipt programs on the same stock — check the ratio and fees before comparing prices.