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CITGO Employees: Handling Single-Stock Concentration with a Section 351 Strategy

'CITGO employees with concentrated stock positions should understand that strategies like a Section 351 exchange can offer flexibility in managing large unrealized gains while preserving long-term planning options.' – Tyson Mavar, a representative of The Retirement Group, a division of Wealth Enhancement.

'CITGO employees facing concentrated stock exposure may find that a Section 351 exchange provides an effective way to mitigate risk and maintain control over the timing of potential tax liabilities.' – Wesley Boudreaux, a representative of The Retirement Group, a division of Wealth Enhancement.

In this article, we will discuss:

When a Section 351 exchange can help diversify concentrated stock positions without an immediate tax bill.
The core eligibility rules (80% control test) and basis/step-up mechanics that drive tax deferral.
Sample case studies (James & Sarah) illustrating the numbers and outcomes.

The Strategic Potential of Section 351: An Analysis of a Multi-Stock Case in Tax-Deferred Reorganization

A sizable amount of the wealth of many high-earning professionals at CITGO may be invested in a small number of highly valued equities, including company shares accumulated through restricted stock units (RSUs), the employee stock purchase plan (ESPP), or equity awards earned due to long tenure. While rebalancing may seem out of reach due to the tax ramifications of selling these positions, investors can make tax-deferred contributions of appreciated assets to a new business entity through a Section 351 exchange. When an investor wants to manage several sizable, embedded gains at once, this tactic may be especially useful.

Think about James, a client with a $10 million portfolio. The value of one stock investment, which he purchased for $50,000, has increased to $1 million, or 10% of his total portfolio. At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers (20% maximum long-term capital gains rate plus the 3.8% Net Investment Income Tax), selling this position would result in a $950,000 capital gain and an estimated $226,100 tax bill. The amount available for reinvestment would be reduced by this tax.

Section 351(a) of the Internal Revenue Code provides: “If property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation, no gain or loss shall be recognized.” Under Section 368(c), “control” generally means ownership of at least 80% of the voting power and 80% of each class of non-voting shares.

The transferor or transferors must own at least 80% of the new corporation’s stock right after the exchange to qualify for this treatment. This can be done for investors with sizable portfolios by joining a larger seeding group or acting as the principal seeder of a new entity.

In a Section 351 transaction, any built-in gains are preserved because the shareholder’s basis in the received stock typically carries over from the contributed property. If the shares are held until death, a step-up in basis under Section 1014 may eliminate the deferred gain.

Another client example involves Sarah, who has a $13 million portfolio. She owns two appreciated stocks:

Stock A: Originally $300,000, now worth $3 million.
Stock B: Initial cost basis $500,000, now worth $3 million.

At a long-term capital gains rate that can reach 23.8% for certain high-income taxpayers, the aggregate unrealized gain of $5.2 million would translate into an estimated tax of roughly $1,237,600 if sold today, which can constrain portfolio adjustments.

For employees of CITGO holding concentrated positions, taking part in a Section 351 exchange can reduce concentration risk and defer recognition of these gains without an immediate tax bill. If assets receive a step-up in basis at death, the deferred gain may be fully eliminated under current law, and deferral can provide flexibility in managing future tax obligations.

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Sources:

1. Internal Revenue Service. Revenue Ruling 2003-51 . Internal Revenue Bulletin 2003-21, 2003. PDF.

2. Friedel, David B., and Yaw O. Awuah. “ Sec. 351 Control Requirement: Opportunities and Pitfalls .” The Tax Adviser , 1 July 2014. Web.

3. Internal Revenue Service. “ Net Investment Income Tax (NIIT) .” IRS.gov , last reviewed 1 July 2025. Web.

4. Internal Revenue Service. Publication 551: Basis of Assets . December 2024 revision, posted 18 February 2025. PDF.

5. FINRA Investor Education Foundation (FINRA). “ Concentrate on Concentration Risk .” FINRA.org , 15 June 2022. Web.

What are the eligibility criteria for employees to participate in the Retirement Plan of CITGO Petroleum Corporation, and how do these criteria affect the benefits that employees accrue? Employees of CITGO Petroleum Corporation must meet specific criteria to qualify for the Retirement Plan, which is designed to provide a stable income during retirement. Understanding these eligibility requirements is crucial for employees, as it impacts their expected benefits and retirement strategy.

Eligibility for the CITGO Petroleum Corporation Retirement Plan: Employees must be at least 21 years old and have completed 12 months of employment with at least 1,000 hours of service to be eligible. Hourly employees covered by a collective bargaining agreement are typically included after meeting these requirements. Eligibility significantly affects benefits accrual, as being a participant allows employees to begin accruing service and vesting credits, which directly influence retirement benefit calculations(CITGO_Petroleum_Corpora…).

How does the Cash Balance Benefit structure work within the Retirement Plan of CITGO Petroleum Corporation, particularly regarding the accumulation of Compensation Credits and Interest Credits? The Cash Balance Benefits offer a valuable retirement savings mechanism for CITGO employees, impacted by their Basic Earnings and years of service. As interest rates fluctuate, the manner in which these credits accumulate can significantly influence the overall retirement benefit.

Cash Balance Benefit Structure: The Cash Balance Benefit under the Retirement Plan includes Compensation Credits and Interest Credits. Compensation Credits are based on a percentage of Basic Earnings, determined by the employee's age and years of service. Interest Credits are applied annually and are calculated based on the higher of the 30-year Treasury securities rate or 1.5%. These credits are added to the employee's notional account balance each year, with the total balance used to determine the retirement benefit(CITGO_Petroleum_Corpora…).

In what ways can employees of CITGO Petroleum Corporation manage their Frozen Accrued Benefit upon retirement, and what considerations must they take into account? Employees nearing retirement should know how to optimize their Frozen Accrued Benefit for their individual retirement planning. Factors such as timing, potential changes in personal circumstances, and regulatory aspects play a critical role in this planning process.

Managing Frozen Accrued Benefits: Upon retirement, employees can manage their Frozen Accrued Benefit by selecting different payout options such as a single-life annuity or joint and survivor annuities. The timing of retirement also plays a key role, as early retirement may reduce the benefits based on age reduction factors. Employees need to consider their financial circumstances and retirement goals to optimize this benefit(CITGO_Petroleum_Corpora…).

What are the implications of transferring employment status (from hourly to salaried) on participation in the Retirement Plan of CITGO Petroleum Corporation? Understanding how a transition from hourly to salaried employment affects fund accumulation and credit service under the Retirement Plan is vital for employees planning their careers. Such transitions need to be handled carefully to ensure that benefits remain maximized.

Effect of Employment Status Transfer: A transfer from hourly to salaried employment will freeze Benefit Credit Service under the Plan, but Vesting Credit Service continues. Compensation and Transition Credits cease for hourly employees transitioning to salaried roles. However, Interest Credits continue until the Cash Balance Benefit is distributed. These changes can affect the overall retirement fund accumulation(CITGO_Petroleum_Corpora…).

How do various retirement benefit options, including lump-sum payments and annuities, function within the CITGO Petroleum Corporation Retirement Plan? Employees face various choices regarding the disbursement of retirement benefits, each carrying unique financial implications. Evaluating these options requires a keen understanding of how they interact with overarching financial goals.

Retirement Benefit Options: CITGO Petroleum employees can choose between receiving their retirement benefits as a lump sum or through an annuity. Each option has different financial implications. Lump-sum payments offer immediate access to funds, but annuities provide a steady income stream over the retiree's lifetime. The choice between these options depends on the employee’s personal financial strategy(CITGO_Petroleum_Corpora…).

What is the role of the Plan Administrator in resolving benefits-related issues for employees at CITGO Petroleum Corporation, and how can employees effectively interact with this office? Employees must understand the administrative structure governing their retirement benefits. Effective communication with the Plan Administrator can significantly enhance an employee's ability to navigate complex issues regarding their retirement.

Role of Plan Administrator: The Plan Administrator is responsible for managing and resolving any issues related to retirement benefits. Employees can contact the Benefits HelpLine for inquiries or disputes regarding their benefits. Effective communication with the Plan Administrator ensures that employees can navigate and resolve issues related to their retirement plan(CITGO_Petroleum_Corpora…).

How does the vesting schedule impact the retirement benefits of employees at CITGO Petroleum Corporation, and what strategies can employees employ to ensure full vesting? The vesting schedule is a critical component influencing when employees become entitled to their benefits. Employees should be aware of what actions can enhance their vesting status prior to retirement.

Impact of the Vesting Schedule: CITGO’s vesting schedule requires employees to have at least three years of service to become 100% vested. Vesting entitles employees to receive full benefits under the Plan. Employees nearing retirement should ensure they meet the vesting requirements to maximize their entitled benefits(CITGO_Petroleum_Corpora…).

What are the special provisions that exist for employees returning to work after receiving retirement benefits within the CITGO Petroleum Corporation Retirement Plan? Employees considering retirement must appreciate how returning to work can alter their benefits under the Retirement Plan. The potential effects on benefit payments, roles, and rights are crucial discussions for retiring employees.

Returning to Work Post-Retirement: Employees who return to work after receiving retirement benefits will have their benefit payments suspended. Upon re-retirement, their benefits are recalculated to reflect any additional service accrued during reemployment. Employees must understand these provisions to avoid potential disruptions to their retirement income(CITGO_Petroleum_Corpora…).

How is the funding status of the Retirement Plan of CITGO Petroleum Corporation determined, and what implications does it have for current and future benefits? The viability of the Retirement Plan is heavily influenced by its funding status, impacting all participants. Employees should stay informed about what underpins this status and how it may affect their own long-term retirement planning.

Plan Funding Status: The funding status of the Retirement Plan is essential, as it affects the availability of lump-sum payments and may influence future benefits. Employees should monitor the Plan’s funding status to understand how it impacts their options and the security of their retirement benefits(CITGO_Petroleum_Corpora…).

How can employees of CITGO Petroleum Corporation obtain further information about their retirement benefits, and what specific resources are available to assist them? Employees seeking additional guidance must know the channels available for inquiries. By reaching out to the Benefits HelpLine, employees can access crucial information that aids in managing their retirement planning effectively. For more information, employees can contact the Benefits HelpLine at CITGO Petroluem Corporation by emailing Benefits@CITGO.comã€4:18â€ sourceã€‘.

Accessing Further Information: Employees can obtain further details on their retirement benefits by contacting the Benefits HelpLine or the Plan Administrator. These resources provide necessary guidance on managing retirement benefits and addressing any issues or questions that arise(CITGO_Petroleum_Corpora…).