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Tax Strategies for Schneider National Employees With Concentrated Stock Positions

For Schneider National employees who have experienced significant market appreciation, the thought of rebalancing their portfolio can be daunting. The large embedded capital gains in their holdings often create a powerful disincentive to sell, leading to a 'tax-locked' portfolio. While an investor may have a well-diversified portfolio on the whole, a single, highly appreciated stock can still represent an uncomfortable level of risk. In these situations, the conventional wisdom of simply selling the position is often prohibitively expensive from a tax perspective. However, a little-known but powerful tool—the Section 351 exchange—may offer a strategic and tax-efficient solution.

Consider Michael, a successful professional with a total investment portfolio of $5 million. The majority of his assets are in a broadly diversified mix of mutual funds and exchange traded funds (ETFs). However, his portfolio also includes a single stock position valued at $500,000, which he acquired years ago for $100,000. While this single stock represents only 10% of his total portfolio, its low cost basis and unrealized gain of $400,000 make him hesitant to sell. A sale would trigger a tax bill of roughly $95,200, reducing the capital available for reinvestment and diversification. Michael's situation is common; he understands the importance of diversification, but the tax cost of achieving it feels punitive.

This is precisely the kind of scenario where a Section 351 exchange can provide a strategic advantage. This tax provision, as outlined in the Internal Revenue Code, allows for a tax-deferred transfer of property to a corporation in exchange for its stock, provided certain conditions are met. As Kevin Landis, a finanial advisor with Wealth Enhancement notes, 'A Section 351 exchange could help investors with appreciated assets achieve tax-efficient diversification.'

The core of the strategy is rooted in the tax code itself. IRC Section 351(a) states: “No gain or loss shall be recognized 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.” The gain is not eliminated, but deferred, as the investor's original cost basis carries over to the new corporate shares. This is a critical distinction from a traditional sale.

For the exchange to be valid, two main requirements must be satisfied:

Diversification: The portfolio being transferred must be diversified according to the IRS's 25/50 test. This means no single holding can represent more than 25% of the total value, and the top five holdings cannot exceed 50%. Since Michael's $500,000 single stock position is only 10% of his total $5 million portfolio, his entire portfolio passes this test.

Control: The investor must have at least 80% control of the newly formed corporation immediately following the exchange. In practice, this is often achieved by multiple 'seeding' investors transferring assets at the same time to establish an ETF, or by an investor with a significant enough portfolio acting as the primary seeder of a new fund.

By working with an ETF sponsor that facilitates these exchanges, Michael can transfer his entire $5 million portfolio into a newly formed ETF. He would receive ETF shares in return, and his $400,000 unrealized gain would not be taxed. Within the ETF wrapper, the fund manager could then sell Michael's single stock and reinvest the proceeds into other securities to align with the fund's mandate. Due to the in-kind creation and redemption process of ETFs, this internal rebalancing does not trigger a taxable event for Michael. He has successfully diversified away from his single-stock risk and preserved the full $500,000 of market value.

Tyson Mavar, a Senior Vice President and Financial Advisor with Wealth Enhancement, emphasizes the importance of a holistic approach to these complex strategies. 'For clients with significant embedded gains, the goal is always to optimize after-tax returns,' Mavar says. 'A Section 351 exchange is a prime example of a strategy that, when executed correctly, can help preserve capital that may otherwise be lost to taxes, allowing it to continue working for the client over the long term.'

While the benefits are clear, it's important to acknowledge the limitations. The number of ETFs currently accepting such exchanges is limited, and these funds may have higher expense ratios than their more established counterparts. There's also the risk of an inadvertent tax treatment failure if the rules are not strictly followed. However, for an investor like Michael, the ability to defer a substantial tax bill and gain immediate diversification makes the strategy compelling. It is a powerful tool for advisors to help their clients escape the 'tax-locked' state and realign their portfolios with their long-term financial goals.

Key Resources:

IRC Section 351(a): https://www.law.cornell.edu/uscode/text/26/351

IRS Treasury Regulation 1.351-1(c)(5): This regulation details the diversification test, often referred to as the 25/50 test, which is crucial for the strategy to be valid.

Kitces.com: 'Using Section 351 Exchanges To Tax-Efficiently Reallocate Portfolios' by Ben Henry-Moreland (March 12, 2025). This article provides a comprehensive overview of the strategy's mechanics and use cases.

Cambria Tax Aware ETF (Ticker: TAX): As one of the first ETFs to publicly announce the use of Section 351 exchanges, its prospectus and fund information offer a real-world example of the strategy in practice.

Longview Advantage ETF (Ticker: EBI): Another example of a new fund launched via Section 351, demonstrating the increasing adoption of this strategy by ETF sponsors.

Other ideas if you own a highly appreciated stock

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Articles you may find interesting:

- Donating highly appreciated stock to a public charity.

- Contributing appreciated stock to a Donor-Advised Fund (DAF).

- Gifting highly appreciated stock to a family member in a lower tax bracket.

- Upstream gifting of appreciated stock to an older family member for a step-up in basis.

- Using tax-loss harvesting to offset capital gains.

- Entering into a variable prepaid forward contract.

- Reinvesting capital gains into a Qualified Opportunity Fund (QOF).

- Holding the stock until death to receive a step-up in basis for heirs.

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 employeesâ€™ retirement benefits? Discuss how the PBGC's involvement affects participantsâ€™ 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 employeeâ€™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.