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

'Unisys Corporation 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.

'Unisys Corporation 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 Unisys Corporation 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 Unisys Corporation 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 specific retirement options are available to employees of Unisys, and how do these options vary in terms of financial benefits, including considerations for early retirement vs. normal retirement age? In the context of the Unisys Pension Plan, what implications do these options have on long-term financial planning for employees at Unisys?

Retirement Options at Unisys: The Unisys Pension Plan provides options for normal, early, and unreduced retirement. Normal retirement is at age 65, and early retirement is available between ages 55 and 65, though benefits may be reduced for early retirement. Employees with at least 20 years of vesting service can retire without reductions from age 62. These options influence long-term financial planning as choosing early retirement may result in reduced benefits due to longer payout periods(Unisys_Corporation_Summ…).

How are pay credits calculated under the Unisys Pension Plan, and what factors might influence an employee's monthly pay credit pertaining to their Retirement Accumulation Account? Moreover, what are the potential impacts on retirement benefits if employees experience changes in their eligible pay during employment at Unisys?

Pay Credits Calculation: Pay credits under the Unisys Pension Plan were calculated at 4% of an employee’s eligible monthly pay from January 1, 2003, through December 31, 2006. Interest credits continue to accrue after this period until benefits are distributed. Changes in an employee’s eligible pay during employment will affect the total pay credits, thus impacting their retirement accumulation account(Unisys_Corporation_Summ…).

Can you explain the differences between credited service, eligibility service, and vesting service as defined by Unisys? What importance do these distinctions have on an employee's ability to access their retirement benefits, and how does each type of service contribute to the overall calculation of an employee's pension under the Unisys plan?

Service Types at Unisys: Credited service refers to the period used to calculate pension benefits, vesting service determines eligibility for receiving benefits, and eligibility service is the time required to become a participant in the plan. These distinctions are critical because credited service directly affects the benefit calculation, while vesting and eligibility service ensure employees qualify for benefits(Unisys_Corporation_Summ…).

What steps must Unisys employees take to initiate their pension benefits, and what specific information will they need to provide during the application process to ensure a smooth transition into retirement? Additionally, how does Unisys support employees in navigating this process, and what potential delays should employees be aware of?

Initiating Pension Benefits: To initiate pension benefits, employees must contact the Unisys Benefits Service Center and apply for their benefits. They must provide personal and employment details, including retirement age and chosen payout method (lump sum or annuity). Unisys supports employees through this process via their benefits service center, but delays can occur due to incomplete information or processing times(Unisys_Corporation_Summ…).

In what ways does the Unisys Pension Plan ensure protection for employees' benefits under federal law, particularly through the Pension Benefit Guaranty Corporation (PBGC)? How does this insurance work in practice, and what types of benefits are specifically covered or not covered by the PBGC for Unisys employees?

PBGC Insurance: Unisys Pension Plan benefits are protected under the Pension Benefit Guaranty Corporation (PBGC), ensuring employees receive guaranteed benefits even if the plan is terminated. However, certain benefits, such as non-qualified plans or supplemental executive retirement plans, may not be covered under PBGC(Unisys_Corporation_Summ…).

How might changes or amendments to the Unisys Pension Plan affect existing and future employees? In particular, what provisions does Unisys have in place to communicate significant changes in the plan to its employees, and what rights do employees have under ERISA if they disagree with these changes?

Impact of Plan Amendments: Any amendments to the Unisys Pension Plan could affect both existing and future employees. Unisys communicates significant changes through written notifications. Employees have rights under ERISA, including the right to challenge plan changes if they disagree with amendments that negatively affect their benefits(Unisys_Corporation_Summ…).

What considerations should employees of Unisys keep in mind regarding their benefits if they are nearing retirement age? Additionally, how can employees effectively prepare for potential changes to their health or work circumstances that could impact their retirement planning, given the options provided by Unisys?

Retirement Preparation: Employees nearing retirement should consider the timing of benefit elections, such as early or normal retirement. Preparing for potential health changes or shifts in work circumstances is essential, as these factors may alter retirement needs and benefit choices under the Unisys Pension Plan(Unisys_Corporation_Summ…).

What are the options available for Unisys employees who wish to designate beneficiaries for their retirement benefits, and how do these designations affect benefit distributions? Specifically, what criteria must be met for naming a contingent annuitant, and what restrictions might apply under the Unisys plan?

Beneficiary Designation: Unisys employees can designate beneficiaries for their retirement benefits. If a spouse is not the beneficiary, spousal consent may be required. A contingent annuitant can also be designated under certain restrictions, affecting the distribution of retirement benefits based on Unisys’ rules(Unisys_Corporation_Summ…).

How does the Unisys Benefits Service Center operate, and what resources are available for employees seeking information about their pension plans or retirement benefits? What are the best practices for contacting the Unisys Benefits Service Center to ensure that employees receive timely and accurate answers to their inquiries?

Unisys Benefits Service Center: The Unisys Benefits Service Center provides employees with resources for pension inquiries and applications. Best practices for contacting them include preparing all necessary personal and employment details to ensure timely and accurate responses(Unisys_Corporation_Summ…).

What are the most important elements of the Unisys Pension Plan that employees should review before retirement, and how can employees leverage the information provided in the summary plan description to optimize their retirement income? What role does employee education play in enhancing knowledge about these elements and ensuring informed decision-making about retirement benefits at Unisys?

Critical Pension Plan Elements: Employees should review their Retirement Accumulation Account, service years, and payout options before retirement. The summary plan description is a valuable resource for understanding how to maximize retirement income, and Unisys offers educational tools to help employees make informed decisions(Unisys_Corporation_Summ…).