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U.S. Bancorp Employees: Handling Single-Stock Concentration with a Section 351 Strategy

Healthcare Provider Update: Healthcare Provider for U.S. Bancorp U.S. Bancorp, the parent company of U.S. Bank, primarily partners with UnitedHealthcare for its corporate health insurance offerings. This relationship allows U.S. Bancorp to provide a range of health benefits to its employees through UnitedHealthcare's extensive network and services. Potential Healthcare Cost Increases in 2026 In 2026, U.S. Bancorp may face substantial healthcare cost increases, influenced predominantly by rising insurance premiums driven by multiple factors. Record hikes in premiums are anticipated as federal subsidies from the Affordable Care Act expire, which could result in over 22 million enrollees experiencing steep out-of-pocket expenses. With major insurers like UnitedHealthcare requesting rate increases upward of 66% in certain markets, U.S. Bancorp's healthcare costs could rise significantly, compelling both the company and its employees to navigate a more expensive healthcare landscape. This situation highlights the urgent need for strategic planning to mitigate the financial impact on employees and the company's overall benefits strategy. Click here to learn more

'U.S. Bancorp 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.

'U.S. Bancorp 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 U.S. Bancorp 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 U.S. Bancorp 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.

How does the U.S. Bank Legacy Pension Plan calculate the Final Average Total Pay and Final Average Base Pay for employees, and what implications might these calculations have for retirement planning? What factors should employees at U.S. Bank consider when planning for their eventual retirement based on their pay history?

The U.S. Bank Legacy Pension Plan calculates Final Average Total Pay by taking the average of an employee's Total Pension Pay for the five consecutive calendar years during the last ten years of employment that provide the highest average. Similarly, Final Average Base Pay is calculated by averaging the Base Pension Pay for the same five-year period. Total Pension Pay includes base pay plus commissions, bonuses, and overtime, while Base Pension Pay only includes base salary and a few other components such as shift differentials and premium pay. These calculations significantly affect retirement planning, as higher pay during the last years of employment can lead to a more substantial pension benefit(US Bancorp_January 2023…).

What steps does U.S. Bank require for employees who wish to commence their pension benefits, and how does the timing of this commencement affect the benefits they will ultimately receive? Employees at U.S. Bank should understand the critical timelines associated with the retirement process, including the importance of initiating their requests within specific timeframes.

Employees who wish to commence their pension benefits must initiate the process at least 30 to 90 days before their intended benefit commencement date. The timing affects the benefits, as early retirement (before age 65) results in reduced monthly benefits due to the extended period over which benefits are paid. Conversely, delaying the commencement of benefits until the full retirement age (65) or later ensures the maximum monthly pension benefit(US Bancorp_January 2023…).

What are the different forms of payment options available under the U.S. Bank Legacy Pension Plan, and how might these options change based on the employeeâ€™s age and years of service? U.S. Bank employees need clarity on how to choose the best payment option to meet their individual needs in retirement.

The Plan offers several payment options, including a single life annuity, joint and survivor annuities (50%, 75%, or 100%), and estate protection annuities. These options can vary based on the employee's age and years of service. For example, younger employees may have a reduced monthly benefit if they choose early retirement, while older employees nearing or beyond age 65 will receive full benefits without reduction. The employee's choice of annuity type also affects the monthly payout and survivor benefits(US Bancorp_January 2023…).

How does U.S. Bank ensure the security of employees' pension plan information and personal benefits data, and what measures should employees take to protect their information? Employees should be informed about the companyâ€™s security protocols and best practices for safeguarding sensitive information related to their pension.

U.S. Bank implements several security measures, including encouraging employees to use strong, unique passwords for accessing benefit information and enabling multifactor authentication. Employees should also regularly monitor their account for unauthorized transactions, update contact information to receive notices, and use secure networks when accessing their pension plan data(US Bancorp_January 2023…).

In the event that an employee at U.S. Bank undergoes reemployment after retirement, how does this impact their pension benefits and what should they be aware of regarding benefit accrual? Employees need guidance on how transitioning back to work could affect their pension plans and retirement strategies.

If a retired U.S. Bank employee is rehired, their pension payments continue as usual. However, they will not accrue any additional benefits under the Legacy Pension Plan but may be eligible for participation in the Legacy 2010 Cash Balance Portion of the Plan. It is essential for rehired employees to understand the implications on their pension accrual and benefits(US Bancorp_January 2023…).

What are the eligibility requirements for participation in the U.S. Bank Legacy Pension Plan, and how do changes in employment status affect an employee's pension benefits? U.S. Bank staff should have a comprehensive understanding of eligibility criteria and how various employment changes can impact their pension rights.

Eligibility is limited to employees who had earned a benefit before January 1, 2020, or those rehired in an eligible position. Employment status changes, such as termination or reemployment, can affect whether an employee remains in the Plan. For example, employees rehired after January 1, 2020, may not accrue additional benefits under the Legacy Pension Plan(US Bancorp_January 2023…).

What specific rights do U.S. Bank employees have under the Employee Retirement Income Security Act (ERISA) in relation to their pension plan benefits, and how can they enforce these rights? U.S. Bank employees must be made aware of their legal rights to access plan information and contest any disputes regarding their benefits.

Employees have rights under ERISA to access plan information, file claims, and appeal denied claims. U.S. Bank employees can enforce these rights by submitting claims or appealing denials through the Plan's claims and appeals procedures. Additionally, employees may bring legal action if they exhaust the Plan's internal processes(US Bancorp_January 2023…).

How does U.S. Bancorp ensure that its pension plan complies with current IRS limits, and what should employees know about potential tax implications on their pension benefits? Clear communication from U.S. Bank regarding tax consequences and IRS guidelines for retirement benefits is crucial for employees to manage their finances effectively post-retirement.

The Plan adheres to IRS regulations, including limits on annual earnings ($330,000 in 2023) that can be considered for pension benefit calculations. Employees should understand the potential tax implications on their pension distributions and are encouraged to consult tax advisors to ensure proper tax handling(US Bancorp_January 2023…).

What processes are in place for U.S. Bank employees to file claims or appeals if they believe they are entitled to additional benefits under the pension plan? Employees at U.S. Bank should be informed about the claims process and know their options for seeking justice if their claims are disputed.

Employees can file claims or appeals by contacting U.S. Bank Employee Services or accessing the Plan’s claims procedures. Deadlines apply, and employees must submit claims within the specified time limits to avoid losing their rights to additional benefits(US Bancorp_January 2023…).

How can U.S. Bank employees contact the company for further assistance regarding the U.S. Bank Legacy Pension Plan, and what resources are available to them through the Employee Services division? Itâ€™s essential that U.S. Bank staff knows how to reach out for support regarding their retirement benefits and understands the services provided to help them navigate their pension plans.

Employees can contact U.S. Bank Employee Services by calling 800-806-7009 and selecting "Savings and retirement." Additionally, the Your Total Rewards website provides 24/7 access to pension information and support. Employees are encouraged to use these resources for assistance with their pension plan(US Bancorp_January 2023…).