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

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Healthcare Provider Update: Healthcare Provider for Schneider National: Schneider National primarily utilizes UnitedHealthcare as its healthcare provider for employee health benefits. UnitedHealthcare is renowned for offering a range of health insurance plans, including those that cater to commercial trucking and logistics companies through tailored healthcare solutions. Potential Healthcare Cost Increases in 2026: As we move toward 2026, Schneider National, like many employers, may face significant healthcare cost increases primarily due to anticipated premium hikes in the ACA marketplace. With some states expected to see increases over 60%, and the loss of enhanced federal premium subsidies looming, employees could experience out-of-pocket premium costs rising by as much as 75%. This alarming trend stems from escalating medical costs and the financial pressures on insurers, which may lead to tougher choices for companies in managing benefits while ensuring their workforce stays adequately covered. Click here to learn more

'Schneider National 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.

'Schneider National 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:

  1. When a Section 351 exchange can help diversify concentrated stock positions without an immediate tax bill.

  2. The core eligibility rules (80% control test) and basis/step-up mechanics that drive tax deferral.

  3. 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 Schneider National 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 Schneider National 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 Schneider Electric pension plan, and how do these criteria vary for salaried and hourly employees of Schneider Electric? In your answer, please elaborate on the implications of the different eligibility dates and any exceptions that may apply, such as coverage under collective bargaining agreements or participation in other retirement plans maintained by Schneider Electric.

Salaried and Hourly Employees: Eligible employees include those hired before January 1, 2006. Salaried employees become plan members the January 1 after joining the company if they are scheduled to work at least 17.5 hours per week, or if working less but completing 1,000 hours in a year. Hourly employees become members upon completing one hour of service. Exceptions: Employees hired or rehired after December 31, 2005, those covered under a collective bargaining agreement unless specified otherwise, and employees currently accruing benefits under another qualified company plan are ineligible.

How does the Schneider Electric pension plan calculate the monthly retirement benefit for participants, and what factors contribute to the final benefit amount? Discuss the importance of years of service, salary history, and the effect of any early or late retirement provisions on the final pension benefit.

The pension benefit for salaried employees is calculated using a formula considering years of benefit service, average monthly compensation, and covered compensation as of December 31, 2009. The benefit depends on the retirement age, chosen benefit payment form, and if benefits are received under another company plan. For hourly employees, the pension benefit is determined by the years of benefit service as of December 31, 2009, and a pension rate effective at that time.

What options are available for employees of Schneider Electric regarding spousal benefits under the pension plan, particularly if a participant passes away before or after retirement? In answering this question, detail how these options could affect survivors' financial stability and the importance of proper beneficiary designations during an employee's tenure at Schneider Electric.

Pre-Retirement: If an employee dies before pension payments start, the surviving spouse may receive a monthly death benefit at the employee’s normal retirement date, with payments potentially starting as early as the employee's 55th birthday. Post-Retirement: Joint and survivor annuity options are available, which provide continuing income to the spouse after the participant's death. The benefit amount is adjusted based on the selected payment option.

What procedures must be followed by Schneider Electric employees to initiate the retirement process and apply for pension benefits? Include in your discussion the timeframes and eligibility requirements for different retirement options, and highlight the consequences of failing to comply with these processes.

Employees must actively apply for pension benefits through the Schneider Electric Retiree Benefits Center. The application should be made close to the retirement date but no later than 90 days prior. The process includes choosing a payment method and, if applicable, obtaining spousal consent for certain payment options.

How does Schneider Electric ensure that benefits under its pension plan comply with the regulations set forth in ERISA, and what protections are offered to plan participants regarding benefit entitlement? Discuss the implications of these regulations and how they safeguard the interests of Schneider Electric employees.

The plan is designed to comply with the Employee Retirement Income Security Act (ERISA), offering protections like vesting rights and fiduciary standards to ensure benefit security. Participants are entitled to a fair process for benefit claims and appeals.

What steps can Schneider Electric employees take if their claim for pension benefits is denied, and what rights do they have under ERISA to appeal such denials? Explain the importance of understanding the claims review process and the role that documentation plays in successfully navigating benefits disputes.

If a pension claim is denied, participants can appeal the decision by following the process outlined in the plan document, which includes a review and potentially an adjustment of the claim.

How does the Schneider Electric pension plan handle the calculation of benefits for employees who were re-hired after a break in service? In addressing this question, explore the effect of prior service on future benefits and the rules governing vesting and accrual for these employees as stated in the plan.

Re-hired employees retain their previously earned benefits as of December 31, 2009, but they do not accrue additional benefits. If re-hired after a break and not fully vested, previous service may count towards vesting upon return, depending on the duration of the break in service.

What is the significance of the Pension Benefit Guaranty Corporation (PBGC) in the context of Schneider Electric's pension plan, and how does it provide an additional layer of security for employees’ retirement benefits? Discuss how the PBGC's involvement affects participants’ perceptions of the safety and reliability of their pension benefits.

PBGC provides an insurance backstop that guarantees continuous payment of earned pension benefits up to legal limits in the event the plan fails financially, enhancing the security of the pension for employees.

What considerations must employees of Schneider Electric keep in mind when planning for early retirement, especially concerning the benefit reduction factors that apply? Elaborate on how consistent planning and understanding of these factors can influence an employee’s financial readiness for retirement.

Employees can elect early retirement beginning at age 55 with at least 10 years of vesting service. However, benefits are reduced based on how early the retirement starts relative to the normal retirement age.

How can Schneider Electric employees contact the company to obtain more information about the pension plan and retirement benefits? Detail the available resources, including specific contact numbers and web links, ensuring that employees know where to direct their inquiries regarding the Schneider Electric pension plan.

Employees can contact the Schneider Electric Retiree Benefits Center at 1-800-964-8843 for information about their pension plan and benefits, or access details online at the provided portal.

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