Instructions for Form NYC-3LGeneral Corporation Tax Return For fiscal years beginning in 2012 or for calendar year 2012

� Local Law 67 of 2009 added section 11-604(21) to the Ad. Code, which provides a new biotechnology credit for tax years 2010 through 2012to certain qualified emerging technology companies for certain costs and expenses incurred.

� Section 2 of Chapter 201 of the Laws of 2009 provides for a phase-in of single factor allocation over 10 years beginning in 2009. For taxableyears beginning in 2012, the business allocation factor will be a weighted average composed of 20% of New York City property over totalproperty, 20% of New York City wages over total wages and 60% of New York City receipts over total receipts.

� For taxable years beginning after 2010, the election to double-weight the gross income percentage for manufacturers is no longer available.Note: The phase-in of single factor allocation is now more advantageous than double-weighting.

� Beginning after 2008, the sourcing of certain receipts for services performed by registered securities or commodities brokers is based on the cus-tomer mailing addresses. See Section 34 of Chapter 201 of the Laws of 2009.

� Section 17 of Chapter 201 of the Laws of 2009 replaced the $300 fixed dollar minimum tax under the General Corporation Tax (“GCT”) witha sliding scale fixed dollar minimum tax based on receipts allocated to New York City for tax years beginning after 2008. See Ad Code § 11-604(1)(E)(a)(4) as amended.

� A 2009 amendment increased the maximum amount of the GCT alternative tax imposed on business and investment capital from $350,000 to$1,000,000 for tax years beginning after 2008. See Ad Code § 11-604(1)(F) as amended by section 16 of Chapter 201 of the Laws of 2009.

� Mandatory Combination –A2009 amendment now requires the mandatory combination of related GCT taxpayers with substantial intercorporatetransactions, regardless of the transfer price used in the intercorporate transactions. See Ad Code § 11-605(4), as amended by section 4 ofChapter 201 of the Laws of 2009. For more information see the instructions for Form NYC-3A.

� The law was changed in 2009 to add back the Metropolitan Commuter Transportation Mobility Tax (“MTA Payroll Tax”) under Article 23 ofthe New York State Tax Law. GCT taxpayers must add back the MTA Payroll Tax to the extent it was deducted in computing federal taxableincome. See Ad Code § 11-602(8)(b)(19) as added by section 17 of Part C of Chapter 25 of the Laws of 2009.

� Termination of GCT tax status under Gramm-Leach-Bliley transition rules - The law was amended in 2009 to provide conditions under whichcorporations subject to tax under the General Corporation Tax (GCT) as a result of the transition rules relating to the Gramm-Leach-Bliley pro-visions will no longer be taxable under the GCT. If any of the conditions exist or occur in a tax year beginning on or after January 1, 2009, sucha corporation will be taxable under the Banking Corporation Tax (BCT), rather than the GCT, as of the first day of the tax year in which the con-dition applied. Administrative Code section 11-640(m), as added by Chapter 201 of the Laws of 2009, section 32.

� Captive Real Estate Investment Trusts (REITs) and Regulated Investment Companies (RICs) - For tax years beginning on or after January 1, 2009,the law has been changed concerning the tax treatment of “captive” REITs and RICs, that is, those where more than 50% of the voting stock isowned or controlled, directly or indirectly, by a single corporation. Under those changes, if a corporation subject to the GCT directly owns over50% of the voting stock of a captive REIT or RIC or is the closest controlling shareholder of the voting stock of a captive REIT or RIC, the REITor RIC may be subject to the GCT and required to be included in a GCT combined return with that corporation. Chapter 201, section 9 of the Lawsof 2009. For more information, see “Captive Real Estate Investment Trusts (REITs) and Regulated Investment Companies (RICs),” below.

� For purposes of the NewYork City Unincorporated Business Tax, General Corporation Tax and Banking Corporation Tax, the City has “decou-pled” from the federal bonus depreciation allowed under the Economic StimulusAct of 2008 and theAmerican Recovery and ReinvestmentActof 2009, as amended, except with respect to the depreciation deductions allowed with respect to “qualified NewYork liberty zone property” and“qualified property” placed in service in the Resurgence Zone (generally the area in the borough of Manhattan south of Houston Street and northof Canal Street). For City tax purposes, depreciation deductions for all other “qualified property” must be calculated as if the property wasplaced in service prior to September 11, 2001. Local Law 17 of 2002. See Form NYC-399Z and Finance Memorandum 12-1, “Application ofIRC Section 280F Limits to Sports Utility Vehicles”for more information.

� For tax years beginning after 2007, taxpayers who have claimed a deduction pursuant to section 199 of the Internal Revenue Code (IncomeAt-tributable to Domestic ProductionActivities) must add this amount back in determining entire net income for purposes of the General CorporationTax. Taxpayers who must add back the amount deducted under IRC § 199 must use form NYC-3L. See Part HH-1 of Chapter 57 of the Lawsof 2008 and Administrative Code sections 11-602(8)(b)(19) and 11-641(b)(15).

� For tax years beginning after 2006, taxpayers with (1) gross income, as defined under §61 of the Internal Revenue Code, of less than $250,000, (2) abusiness allocation of 100%, and (3) no investment capital or income, or subsidiary capital or income are exempt from having to determine the alternativetax on capital and the alternative tax on entire net income plus compensation. See section 11-604(1)(I) of theAdministrative Code of the City of NewYork, as added by Chapter 491 of the Laws of 2007. If a taxpayer meets these criteria and is otherwise eligible to file FormNYC-4S, the taxpayer maybe eligible to use FormNYC-4S-EZ. To determine if you can use FormNYC-4S-EZ, see the instructions for that form. Taxpayers whomeet the threecriteria noted above but are not eligible to file a FormNYC-4S-EZmust use FormNYC-3Lbut need not calculate the alternative tax on capital and thealternative tax on entire net income plus compensation. For purposes of computing entire net income for City purposes, corporations, other than NewYork State S corporations, thatmeet the three requirements listed abovemay elect to use the sum ofNewYork State entire net income and any deductionstaken for the taxable year in computing federal taxable income for General Corporation Tax paid or accrued.

� For tax years beginning after 2009, the alternative tax measured by entire net income plus compensation is determined by using 15 percent, asa multiplier, instead of 30 percent. See Chapter 491 of the Laws of 2007.

Highlights of Recent Tax Law Changes for Corporations

Finance

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NEW YORK CITY DEPARTMENT OF FINANCE

GENERAL INFORMATION

S CORPORATIONSAn S corporation is subject to the General Corpo-ration Tax (GCT) andmust file either FormNYC-4S, NYC-4S-EZ or NYC-3L, whichever isapplicable. Under certain limited circumstances,an S corporation may be permitted or required tofile a combined return. See, e.g., Finance Memo-randum 99-3 for information regarding the treat-ment of qualified subchapter S subsidiaries.Federal S corporation taxpayers must now com-plete the new form NYC-ATT-S-CORP, Calcula-tion of Federal Taxable Income for S Corporationsand include it with their GCT filing. For more in-formation see Form NYC-ATT-S-CORP.

CORPORATION DEFINEDUnincorporated entities electing to be treated asassociations taxable as corporations for federalincome tax purposes pursuant to the “check-the-box” rules under IRC §7701(a)(3) are treated ascorporations for City tax purposes and are notsubject to the Unincorporated Business Tax. El-igible entities having a single owner disregardedas a separate entity under the “check-the-box”rules and treated as either a sole proprietorship ora branch for federal tax purposes will be simi-larly treated for City tax purposes. See FinanceMemorandum 99-1 for additional information.

NEW FORM FOR TAXPAYERSCLAIMINGANET OPERATINGLOSS DEDUCTIONTaxpayers claiming a deduction for a Net Oper-ating Loss must now complete the new formNYC-NOLD, Net Operating Loss Computationand include it with their GCT filing. For moreinformation see Form NYC-NOLD.

REPLACEMENT OF $300 FIXED DOLLARMINIMUMTAXWITHFIXEDDOLLARMINI-MUMTAXBASEDONALLOCATEDRECEIPTSFor tax years beginning after 2008, the $300 fixeddollar minimum tax has been replaced with a slid-ing scale fixed dollar minimum tax based on re-ceipts allocated to New York City. The slidingscale is the same as the one used to determine thefixed dollar minimum tax under the New YorkState Franchise Tax, but the receipts used to deter-mine the fixed dollar minimum tax are receipts al-located to the City instead of receipts allocated toNew York State, as is done under the FranchiseTax. The amount of City receipts for this purposeis the same as the amount used for determiningthe taxpayer’s business allocation percentage. SeeAd Code § 11-604(1)(E)(a)(4) as amended by Ch.201, § 17, of the Laws of 2009.

TRANSITIONAL PROVISIONS RELATINGTO THE ENACTMENT OF THE GRAMM-LEACH-BLILEYACT OF 1999Existing CorporationsExcept for a banking corporation described inparagraphs (1) through (8) of Ad. Code section

11-640(a) (see Form NYC-1, Instructions, "WhoMust File" itemsA through C), for taxable yearsbeginning after 1999 and before 2001, a corpo-ration that was in existence before January 1,2000, was taxable under the same tax (eitherGCT or NYC Banking Corporation Tax (BCT))as applied to it for its last taxable year beginningbefore January 1, 2000. For this purpose, a cor-poration was considered to have been subject toa tax prior to 2000 if it was not a taxpayer butwas properly included in a combined report filedby another corporation under that tax. A corpo-ration that was in existence prior to 2000 but firstbecame subject to tax after 2000 is considered tohave been subject to whichever tax, GCT orBCT, would have applied based on its activitieshad it been a taxpayer prior to 2000.The transitional provisions relating to theGramm-Leach-Bliley Act of 1999 with respectto existing corporations have been extended toapply to each tax year following 2000. As a re-sult, existing corporations to which the transi-tional rules apply remain required to be taxedunder the same tax, GCT or BCT, that appliedfor the preceding years. See Ad. Code §11-640(h)-(l) for more information.The transition rules were most recently extendedto require that a corporation that was in existencebefore January 1, 2012, be taxed in years begin-ning after 2011 and before 2015 under the tax, ei-ther the GCT or BCT, that applied to it for the lastyear beginning before 2012. However, for yearsbeginning after 2011, only corporations that meetthe definition of a banking corporation in Ad.Code section 11-640(a) (see “Who Must File,”below) will be allowed to remain subject to theBank Tax under the transitional provisions. Ad.Code §11-640(l)(1) as last amended by Ch. 59,Part R, §3 of the Laws of 2012.Newly-Formed CorporationsA corporation formed on or after January 1,2000, and before January 1, 2001, was permittedto elect to be subject to either the GCT or BCTfor its first taxable year beginning after 1999 andbefore 2001 provided either:� the corporation was a financial subsidiary,

or� at least 65% of the corporation's voting

stock is owned or controlled, directly or in-directly, by a financial holding company,and the corporation is principally engagedin activities described in sections 4(k)4 or4(k)5 of the Bank Holding CompanyAct of1956, as amended, or described in regula-tions promulgated under that section.

A financial subsidiary is a corporation whosevoting stock is 65% or more owned or con-trolled, directly or indirectly, by a banking corpo-ration (including a corporation that has electedto be subject to the BCT under these transitionrules) described in paragraphs (1) through (3) ofAd. Code section 11-640(a) and described in 12

USCS section 24a or section 46 of the FederalDeposit Insurance Act.A financial holding company is a corporationthat has filed with the Federal Reserve Board awritten declaration of its election to be a finan-cial holding company under section 4(i) of theBank Holding Company Act of 1956, asamended, provided the Federal Reserve Boardhas not found that election to be ineffective.An election by a newly-formed corporationunder this provisionmust have beenmade on orbefore the due date for filing its return for theapplicable year, including extensions, and wasmade by filing the return required under the ap-propriate tax. The election is irrevocable.The transitional provisions relating to theGramm-Leach-Bliley Act of 1999 with respectto newly-formed corporations have been ex-tended to apply to each tax year following 2000.As a result, a newly-formed corporation is per-mitted to elect to be taxed under either the GCTor BCT for its first tax year if it meets the re-quirements described above. See Ad. Code§640(h)-(l) for more information.

The transition rules weremost recently extended topermit a qualifying corporation formed on or afterJanuary 1, 2012, and before January 1, 2015, toelect to be taxed under either the GCT or BCT forits first tax year beginning after 2011 and before2015. Ad. Code §11-640(l)(2) as last amended byCh. 59, Part R, §3 of the Laws of 2012.However, see the section entitled “Terminationof GCT Tax Status under Transitional Provi-sions,” below, for changes to the law applicableto tax years beginning on or after January 1,2009, and a description of when a corporationwill no longer be taxable under the GCT.Combined Filing underTransitional ProvisionsA bank holding company doing business in theCity that, during a taxable year beginning after1999 and before 2015, registers for the first time asa bank holding company under the Bank HoldingCompany Act of 1956, as amended, and elects tobe a financial holding company, may file a com-bined report under the BCT for such year with oneor more banking corporations doing business inthe City and 65% ormore owned or controlled, di-rectly or indirectly, by that bank holding companywithout seeking permission from the Commis-sioner. In addition, such bank holding companymay, without seeking the Commissioner's permis-sion: (i) include in a combined report filed for asubsequent year beginning after 1999 and before2015 any eligible banking corporation that, for thefirst time in such subsequent year, either is doingbusiness in the City or meets the above ownershiprequirements; and (ii) eliminate from a combinedreport filed in any such subsequent year any corpo-ration no longer meeting the requirements forcombination in such subsequent year. Except asprovided above, the permission of the Commis-

Instructions for Form NYC-3L - 2012 Page 2

sioner is required for any such bank holding com-pany to cease to file on a combined basis, elect tofile on a combined basis or make any changes tothe composition of the group of corporations filingon a combined basis for any subsequent year. AdCode §11-646(f)(2)(iv).

Termination of GCT Tax Status under Tran-sitional Provisions

The law was changed in 2009 to provide condi-tions under which corporations subject to tax underthe GCT as a result of the transition rules relatingto the Gramm-Leach-Bliley provisions (both ex-isting and newly-formed corporations as describedabove) will no longer be taxable under the GCT. Ifany of the conditions set out below exist or occurin a tax year beginning on or after January 1, 2009,such a corporation will be taxable under the BCT,rather than the GCT, as of the first day of the taxyear in which the condition applied:• The corporation ceases to be a taxpayer underthe GCT.

• The corporation becomes subject to the fixeddollar minimum tax under Ad. Code section11-604(1)(E)(a)(4).

• The corporation has no wages or receipts allo-cable to NewYork City pursuant to Ad. Codesection 11-604(3) or is otherwise inactive.However, this condition does not apply to acorporation that is engaged in the active con-duct of a trade or business, or substantially allof the assets of which are stock and securitiesof corporations that are directly or indirectlycontrolled by it and are engaged in the activeconduct of a trade or business.

• 65% or more of the voting stock of the corpo-ration becomes owned or controlled directlyby a corporation that acquired the stock in atransaction (or series of related transactions)that qualifies as a purchase within the mean-ing of Internal Revenue Code section338(h)(3), unless both corporations, immedi-ately before the purchase, were members ofthe same affiliated group (as such term is de-fined in IRC section 1504 without regard tothe exclusions provided for in 1504(b)).

• The corporation, in a transaction or series of re-lated transactions, acquires assets, whether bycontribution, purchase, or otherwise, having anaverage value as determined in accordancewithAd. Code section 11-604(2) (or, if greater,a total tax basis) in excess of 40% of the aver-age value (or, if greater, the total tax basis) ofall assets of the corporation immediately beforethe acquisition and, as a result of the acquisi-tion, the corporation is principally engaged in abusiness that is different from the business im-mediately before the acquisition (provided thatsuch different business is described in Ad.Code section 11-640(a)(9)(i) or (ii)).See Ad. Code section 11-640(m).

CAPTIVE REAL ESTATE INVESTMENTTRUSTS (REITS) AND REGULATED IN-VESTMENT COMPANIES (RICS)Captive REITs and RICsFor tax years beginning on or after January 1,2009, the law has been amended to provide thata captive REIT or RIC must generally be in-cluded in a combined report under the GeneralCorporation Tax (GCT) or Banking CorporationTax (BCT). Under newAd. Code 11-601(12), aREIT or RIC is a captive REIT or RIC if morethan 50% of its voting stock is owned or con-trolled, directly or indirectly, by a single corpo-ration. Any voting stock held in a segregatedasset account of a life insurance corporation asdescribed in Internal Revenue Code section 817is not taken into account for the purpose of deter-mining the percentage of stock ownership. Asexplained more below, if a corporation subjectto the GCT directly owns over 50% of the votingstock of a captive REIT or RIC or is the “closestcontrolling shareholder” of a captive REIT orRIC, then the captive REIT or RIC must be in-cluded in a combined report under the GCTwiththat corporation. For these purposes, the “closestcontrolling stockholder” means the corporation:(a) that indirectly owns or controls over 50% ofthe voting stock of a captive REIT or RIC, (b) issubject to tax under the GCT or BCT or other-wise required to be included in a combined re-port or report under the GCT or BCT, and (c) isthe fewest tiers of corporations away in the own-ership structure from the captive REIT or RIC.If a captive REIT or RIC is required to be in-cluded in a combined report under the GCT, itwill be subject to tax under the GCT. Ad. Code§ 11-605(4)(a)(5). Note that if a captive REITor RIC is required to included in a combinedreport under the BCT, it will not be subject totax under the GCT, and, as a result, must filean NYC-1 report. Ad. Code section 11-640(d).Further, the Gramm-Leach-Bliley transi-tional provisions do not apply to a captiveREIT or a RIC required to be included in acombined report under the BCT as providedby Ad. Code section 11-640(g)(4).Requirement to be Included in a CombinedReport under the GCTA captive REIT or RIC must be included in acombined report under the GCT under the fol-lowing conditions:(1) A captive REIT or a RIC must be included

in a combined report with the corporationthat directly owns or controls over 50% ofthe voting stock of the captive REIT or RICif that corporation is subject to tax or re-quired to be included in a combined reportunder the GCT.

(2) If over 50% of the voting stock of a captiveREIT or RIC is not directly owned or con-trolled by a corporation that is subject to tax

or required to be included in a combined re-port under the GCT, then the captive REITor RIC must be included in a combined re-port with the corporation that is the “closestcontrolling” stockholder of the captive REITor RIC. If the corporation that is the “clos-est controlling” stockholder is subject to taxor required to be included in a combined re-port under the GCT, then the captive REITor RIC must be included in a combined re-port under the GCT.

(3) If the corporation that directly owns or con-trols the voting stock of the captive REIT orcaptive RIC is described as a corporationthat is not permitted to make a combined re-port as provided in Ad. Code section 11-605(4)(a)(1), (a)(2) or (a)(4), then thecaptive REIT or captive RIC must deter-mine the closest controlling shareholderunder Ad. Code section 11-605(4)(a)(5)(iii)to be included in a combined report withthat corporation. If the corporation that isthe closest controlling stockholder of thecaptive REIT or captive RIC is a corporationnot permitted to make a combined report,then that corporation is deemed to not be inthe ownership structure of the captive REITor captive RIC, and the closest controllingstockholder will be determined under Ad.Code section 11-605(4)(a)(5)(iii) without re-gard to that corporation.

(4) If a captive REIT owns the stock of a qual-ified REIT subsidiary (as defined in IRCsection 856(i)(2)), then the qualified REITsubsidiary must be included in any com-bined report required to be made by the cap-tive REIT that owns its stock.

(5) If a captive REIT or a RIC is required byany of the conditions set out herein to be in-cluded in a combined report with anothercorporation, and that other corporation is re-quired to be included in a combined reportwith another corporation under other provi-sions of Ad. Code 11-605(4)(a), the captiveREIT or RIC must be included in that com-bined report with those corporations.

(6) If a captive REIT or RIC is not required to beincluded in a combined report or reportunder the GCT (Ad. Code § 11-605(4)(a)(5))or BCT (Ad. Code § 11-646(f)), then the cor-poration will be required to file a combinedreport if it either meets the substantial inter-corporate transactions requirement providedin Ad. Code 11-605(4)(a) or the inter-com-pany transactions or agreement, understand-ing, arrangement or transaction requirementofAd Code § 11-605(4)(a)(3) is satisfied andmore than 50% percent of the voting stockof the captive REIT or the captive RIC andsubstantially all of the capital stock of thatother corporation are owned and controlled,directly or indirectly, by the same corpora-tion.

Instructions for Form NYC-3L - 2012 Page 3

Computation of Tax for Captive REITs andRICsIn the case of a combined report under the GCT,the tax is measured by the combined entire netincome or combined capital of all the corpora-tions included in the report, including any cap-tive REIT or RIC.In the case of a captive REIT or RIC that must beincluded in a combined report, the entire net in-come of the captive REIT must be computedunder Ad. Code § 11-603(7) and the entire netincome of a captive RIC must be computedunder Ad. Code § 11-603(8).In computing entire net income, the deductionunder the IRC for dividends paid by the captiveREIT or RIC to any member of the affiliatedgroup that includes the corporation that directlyor indirectly owns over 50% of the voting stockof the captive REIT or RIC must be added backto the federal taxable income of the captive REITor RIC for tax years beginning on or after Janu-ary 1, 2009. The term affiliated group is definedin IRC section 1504 without regard to the excep-tions of 1504(b).

CORPORATIONS REQUIREDTO FILE FORM NYC-3LAcorporation (as defined in Section 11-602.1 ofthe New York City Administrative Code) doingbusiness, employing capital, or owning or leas-ing property in a corporate or organized capacity,or maintaining an office in New York City mustfile Form NYC-3L and cannot use Form NYC-4S if:1) it carries on business both inside and out-

side New York City;2) it has subsidiary and/or investment capital;3) it claims an optional deduction for expen-

ditures relating to air pollution control fa-cilities, as provided in Section 11-602.8(g)of the NYCAdmin. Code;

4) it claims a modification with respect to gainarising from the sale of certain property, asprovided in Section 11-602.8(h) of theNYCAdmin. Code;

5) it is a real estate investment trust qualifiedunder Sections 856 and 857 of the InternalRevenue Code (see section 11-603.7 of theNYCAdmin. Code);

6) it entered into a “safe harbor” lease transac-tion under provisions of the Internal Rev-enue Code as it was in effect for agreementsentered into prior to January 1, 1994;

7) it claims a credit for sales and compensatinguse taxes paid in the current year or is re-quired to adjust its current General Corpo-ration Tax as a result of credits claimed inprior years. See the instructions to FormNYC-9.5 and the instructions for ScheduleB, lines 6a and 14 for more information.

8) it claims a credit for increased real estate taxpayments made to a landlord in connectionwith the relocation of employment oppor-

tunities to New York City, as provided inSection 11-604.13 of the NYC Admin.Code;

9) it claims a credit for certain costs or ex-penses incurred in relocating employmentopportunities to NewYork City, as providedin Sections 11-604.14, 11-604.17, 11-604.17-b or 11-604.19 of the NYCAdmin.Code. See Instr. to Forms NYC-9.5, NYC-9.6 and NYC-9.8;

10) it claims a modification with respect towages and salaries disallowed as a deduc-tion for federal income tax purposes (workincentive/jobs credit provisions), as pro-vided in Section 11-602.8(a)(7) of the NYCAdmin. Code;

11) either separately or as a member of a part-nership, it is engaged in an insurance busi-ness as a member of the New YorkInsurance Exchange;

12) it is a Regulated Investment Company asdefined in Section 851 of the Internal Rev-enue Code (see section 11-603.7 of theNYCAdmin. Code);

13) it is a Domestic International Sales Corpo-ration (DISC) or a Foreign Sales Corpora-tion;

14) it claims a credit for New York City Unin-corporated Business Tax paid by a partner-ship in which it is a partner as provided inSection 11-604.18 of the NYC Admin.Code;

15) it will be included in a combined report(Form NYC-3A);

16) it is required by NYC Admin. Code section1-602.8(n) either to add back payments forthe use of intangibles made to related mem-bers or subtract such payments from relatedmembers;

17) it claims a credit for certain costs incurredin the production of qualified films and tel-evision shows, as provided in section 11-604.20 of the NYCAdmin. Code;

18) it claims a deduction pursuant to section199 of the Internal Revenue Code (IncomeAttributable to Domestic ProductionActiv-ities) on its federal tax return; or

19) it claims the biotechnology credit, a creditavailable under NYCAdmin. Code section11-604.21 to certain qualified emergingtechnology companies for certain costs andexpenses incurred.

The following are NOT required to file a Gen-eral Corporation Tax Return:a) A dormant corporation that did not at any

time during its taxable year engage in anyactivity or hold title to real property locatedin New York City

b) A nonstock corporation, organized and op-erated exclusively for nonprofit purposesand not engaged in substantial commercialactivities, that has been granted an exemp-tion by the Department of Finance

c) Corporations subject to taxation under Part

4 of Subchapter 3 of Chapter 6, Title 11(Banking Corporations) or under Chapter11, Title 11 (Utility Corporations) of theNYC Admin. Code are not required to fileGeneral Corporation Tax returns. However,corporations that are subject to tax underChapter 11 as vendors of utility services aresubject to the General Corporation Tax inaccordance with section 11-603.4 of theNYCAdmin. Code and must file a return.

d) A limited profit housing corporation organ-ized and operating pursuant to the provi-sions ofArticle Two of the Private HousingFinance Law

e) Insurance corporationsf) A Housing Development Fund Company

(HDFC) organized and operating pursuantto the provisions ofArticle 11 of the PrivateHousing Finance Law

g) Organizations organized exclusively for thepurpose of holding title to property as de-scribed in Sections 501(c)(2) or (25) of theInternal Revenue Code

h) An entity treated as a Real Estate MortgageInvestment Conduit (REMIC) for federalincome tax purposes. (Holders of interestsin a REMIC remain taxable on such inter-ests or on the income thereon.)

i) Corporations principally engaged in theconduct of a ferry business and operatingbetween any of the boroughs of the Cityunder a lease granted by the City

j) A corporation principally engaged in theconduct of an aviation, steamboat, ferry ornavigation business, or two or more suchbusinesses, provided that all of the capitalstock of the corporation is owned by a mu-nicipal corporation of New York

k) Bank holding corporations filing on a com-bined basis in accordance with Section 11-646(f) of the NYCAdmin. Code

l) Corporations principally engaged in the op-eration of marine vessels whose activitiesin the City are limited exclusively to the useof property in interstate or foreign com-merce

m) Foreign corporations that are exempt underthe provisions of Public Law 86-272. See19 RCNY Section 11-04 (b)(11).

n) For taxable years beginning on or after Jan-uary 1, 1998, an alien corporation if its ac-tivities in the City are limited solely toinvesting or trading in stocks and securitiesfor its own account within the meaning ofIRC §864(b)(2)(A)(ii) or investing or trad-ing in commodities for its own accountwithin the meaning of IRC§864(b)(2)(B)(ii) or any combination ofthese activities. See NYC Admin. Code§11-603.2-a.

NOTE: A corporation that has an officer, em-ployee, agent or representative in the City andthat is not subject to the General Corporation Taxis not required to file a Form NYC-3L or NYC-

Instructions for Form NYC-3L - 2012 Page 4

4S or NYC-4S-EZ but must file a Form NYC-245 (Section 11-605 of the NYCAdmin. Code).

WHENANDWHERE TO FILEThe due date for filing is on or before March 15,2013, or, for fiscal year taxpayers, on or beforethe 15th day of the 3rd month following the closeof the fiscal year.Special short-period returns: If this is NOT afinal return and your federal return covered a pe-riod of less than 12 months as a result of yourjoining or leaving a federal consolidated groupor as a result of a federal IRC §338 election, thisreturn generally will be due on the due date forthe federal return and not on the date notedabove. Check the box on the front of the re-turn.Returns with remittances:NYC Department of FinanceP.O. Box 5040Kingston, NY 12402-5040

Returns claiming refunds:NYC Department of FinanceP.O. Box 5050Kingston, NY 12402-5050

All others:NYC Department of FinanceP.O. Box 5060Kingston, NY 12402-5060

AUTOMATIC EXTENSIONSAn automatic extension of six months for filingthis return will be allowed if, by the original duedate, the taxpayer files with the Department ofFinance an application for automatic extensionon Form NYC-EXT and pays the amount prop-erly estimated as its tax. See the instructions forForm NYC-EXT for information regarding whatconstitutes a proper estimated tax for this pur-pose. Failure to pay a proper estimated amountwill result in a denial of the extension. A tax-payer with a valid six-month automatic exten-sion filed on Form NYC-EXTmay request up totwo additional three-month extensions by filingForm NYC-EXT.1. A separate Form NYC-EXT.1 must be filed for each additional three-month extension.

Mail Forms NYC-EXT and EXT.1 to the addressindicated on those forms.FINALRETURNSIf a corporation ceases to do business in NewYork City, the due date for filing a final GeneralCorporation Tax Return is the 15th day after thedue date of the cessation (Section 11-605 of theNYC Admin. Code). Corporations may applyfor an automatic six-month extension for filing afinal return by filing Form NYC-EXT, Applica-tion for Automatic 6-Month Extension of Timeto File Business Income Tax Return. Any taxdue must be paid with the final return or the ex-tension, whichever is filed earlier.

ACCESSING NYC TAX FORMSBy Computer - Download forms from the Fi-nance website at nyc.gov/financeBy Phone - Order forms by calling 311. If call-ing from outside of the five NYC boroughs,please call 212-NEW-YORK (212-639-9675).

OTHER FORMS YOUMAY BEREQUIRED TO FILEFORM NYC-EXT - Application For Automatic6-Month Extension of Time to File Business In-come Tax Return. File it on or before the duedate of the return.FORMNYC-EXT.1 -Application forAdditionalExtension is a request for an additional threemonths of time to file a return. A corporationwith a valid six-month extension is limited totwo additional extensions.FORM NYC-222 - Underpayment of EstimatedTax by Corporations will help a corporation de-termine if it has underpaid an estimated tax install-ment and, if necessary, compute the penalty due.FORMNYC-245 -Activities Report of Corpora-tions must be filed by a corporation that has anofficer, employee, agent or representative in theCity but disclaims liability for the General Cor-poration Tax.FORM NYC-399 - Schedule of New York CityDepreciationAdjustments is used to compute theallowable NewYork City depreciation deductionif a federal ACRS or MACRS depreciation de-duction is claimed for certain property placed inservice after December 31, 1980.FORM NYC-399Z - Depreciation Adjustmentsfor Certain Post 9/10/01 Property may have tobe filed by taxpayers claiming depreciation de-ductions for certain sport utility vehicles or"qualified property," other than "qualified NewYork Liberty Zone property," "qualified NewYork Liberty Zone leasehold improvements" and“qualified resurgence zone property” placed inservice after September 10, 2001, for federal orNewYork State tax purposes. See Finance Mem-orandum 12-1, “Application of IRC §280F Lim-its to Sports Utility Vehicles.”FORM NYC-400 - Declaration of Estimated Taxby General Corporations must be filed by any cor-porationwhoseNewYorkCity tax liability can rea-sonably be expected to exceed $1,000 for the 2012calendar year or fiscal year beginning in 2012.FORM NYC-3360 - General Corporation TaxReport of Change in Tax Base Made by InternalRevenue Service and/or NewYork State Depart-ment of Taxation and Finance is used for report-ing adjustments in taxable income or other basisof tax resulting from an audit of your federal cor-porate tax return and/or State audit of your Statecorporate tax return.FORM NYC-CR-A - Commercial Rent Tax An-nual Return must be filed by every tenant thatrents premises for business purposes inManhattan

south of the center line of 96th Street and whoseannual or annualized gross rent for any premisesis at least $200,000. (Effective June 1, 2001.)FORM NYC-RPT - Real Property Transfer TaxReturn must be filed when the corporation ac-quires or disposes of an interest in real property,including a leasehold interest; when there is apartial or complete liquidation of the corporationthat owns or leases real property; or when thereis a transfer of a controlling economic interest ina corporation, partnership or trust that owns orleases real property.FORMNYC-ATT-S-CORP - Calculation of fed-eral Taxable Income for S Corporations must beincluded in the GCT filing of every federal Scorporation.FORMNYC-NOLD - Net Operating Loss Com-putation must be included in the GCT filing ofevery GCT taxpayer claiming a net operatingloss deduction.

If you have delinquent taxes and you are inter-ested in the Voluntary Disclosure and Compli-ance Program, please go to our website atwww.nyc.gov/finance.

ESTIMATED TAXIf the tax for the period following that coveredby this return is expected to exceed $1,000, adeclaration of estimated tax and installment pay-ments are required. Form NYC-400 is to be usedfor this purpose. If the tax on this return exceeds$1,000, Form NYC-400 will automatically bemailed to you.If, after filing a declaration, your estimated taxsubstantially increases or decreases as a result ofa change in income, deduction or allocation, youmust amend your declaration on or before thenext date for an installment payment. The pro-cedure is as follows:� Complete the amended schedule of the no-

tice of estimated tax due. (This is your quar-terly notice for payment of estimated tax.)

� Mail the bottom portion of the notice alongwith your check to:NYC Department of FinanceP.O. Box 5100Kingston, NY 12402-5100

If the amendment is made after the 15th day ofthe 9th month of the taxable year, any increase intax must be paid with the amendment.For more information regarding estimated taxpayments and due dates, see Form NYC-400.

PENALTY FOR UNDERSTATING TAXIf there is a substantial understatement of tax(i.e., if the amount of the understatement exceedsthe greater of 10% of the tax required to beshown on the return or $5,000) for any taxableyear, a penalty will be imposed equal to 10% ofthe amount of the understated tax.

Instructions for Form NYC-3L - 2012 Page 5

The amount on which you pay the penalty canbe reduced by subtracting any item for which (1)there is or was substantial authority for the wayin which the item was treated on the return, or(2) there is adequate disclosure of the relevantfacts affecting the item’s tax treatment on the re-turn or in a statement attached to the return.

CHANGE OF BUSINESSINFORMATIONIf there have been any changes in your businessname, identification number, billing or mailingaddress or telephone number, complete FormDOF-1, Change of Business Information. Youcan obtain this form by calling 311. If callingfrom outside of the five NYC boroughs, pleasecall 212-NEW-YORK (212-639-9675). You canalso logon to nyc.gov/finance.

FOREIGNAIRLINESRetroactive to tax years beginning on or afterJanuary 1, 1989, foreign airlines that have a for-eign air carrier permit pursuant to Section 402 ofthe Federal Aviation Act of 1958 are permittedto exclude from entire net income the followingitems:� all income from the international operation

of aircraft, even though effectively con-nected with the conduct of a trade or busi-ness in the United States

� income from outside the United States thatis derived from the operation of aircraft

� certain passive income derived from sourcesoutside the United States

The above exclusions are permitted providedthat the foreign country in which the airline isbased and organized grants a similar or greaterexemption from tax with respect to United Statesairlines. For more information, see Admin.Code Section 11-602.8 (c-1).For taxable years beginning on or after January 1,1994, property, receipts and wages, salaries orother personal service compensation directly at-tributable to the generation of income describedabove not included in entire net income underAdmin. Code Section 11-602.8 (c-1) are excludedwhen calculating the business allocation percent-age. SeeAdmin. Code Section 11-604.3 (a) (6).Also for taxable years beginning on or after Jan-uary 1, 1994, in calculating the tax on businessand investment capital of foreign airlines, assets(and the liabilities directly or indirectly attribut-able to those assets) employed in generating theincome excluded from entire net income are ex-cluded. (See Admin. Code Sections 11-602.4and 11-602.6.)

WIRELESS TELECOMMUNICATIONSSERVICE PROVIDERSEffective for tax periods beginning on and afterAugust 1, 2002, entities who receive eighty per-cent or more of their gross receipts from charges

for the provision of mobile telecommunicationsservices to customers will be taxed as if theywere regulated utilities for purposes of the NewYork City Utility Tax and General CorporationTax. Thus, such entities will be subject to onlythe New York City Utility Tax. The amount ofgross income subject to tax has been amendedto conform to the Federal Mobile Telecommu-nications SourcingAct of 2000. In addition, fortax years beginning on and afterAugust 1, 2002,partners in any such entity will not be subject toGeneral Corporation Tax on their distributiveshare of the income of any such entity.

SIGNATUREThis report must be signed by an officer author-ized to certify that the statements containedherein are true. If the taxpayer is a publicly-traded partnership or another unincorporated en-tity taxed as a corporation, this return must besigned by a person duly authorized to act on be-half of the taxpayer.

TAX PREPARERSAnyone who prepares a return for a fee must signthe return as a paid preparer and enter his or herSocial Security Number or PTIN. (See FinanceMemorandum 00-1.) Include the company orcorporation name and Employer IdentificationNumber, if applicable.Preparer Authorization: If you want to allowthe Department of Finance to discuss your returnwith the paid preparer who signed it, you mustcheck the "Yes" box in the signature area of thereturn. This authorization applies only to the in-dividual whose signature appears in the "Pre-parer's Use Only" section of your return. It doesnot apply to the firm, if any, shown in that sec-tion. By checking the "Yes" box, you are author-izing the Department of Finance to call thepreparer to answer any questions that may ariseduring the processing of your return. Also, youare authorizing the preparer to:� give the Department any information miss-

ing from your return,� call the Department for information about

the processing of your return or the status ofyour refund or payment(s), and

� respond to certain notices that you haveshared with the preparer about math er-rors, offsets, and return preparation. The no-tices will not be sent to the preparer.

You are not authorizing the preparer to receiveany refund check, bind you to anything (includingany additional tax liability), or otherwise representyou before the Department. The authorizationcannot be revoked; however, the authorizationwill automatically expire no later than the due date(without regard to any extensions) for filing nextyear's return. Failure to check the box will bedeemed a denial of authority.

SPECIFIC INSTRUCTIONSCheck the appropriate box on page 1 of thisform if, on your federal return: (i) you reportedbonus depreciation and/or a first year expensededuction under IRC §179 for "qualified NewYork Liberty Zone property," "qualified NewYork Liberty Zone leasehold improvements," or"qualified Resurgence Zone property," regard-less of whether you are required to file formNYC-399Z, or (ii) you replaced property invol-untarily converted as a result of the attacks onthe World Trade Center during the five (5) yearextended replacement period. You must attachfederal forms 4562, 4684 and 4797 to this re-turn. See instructions for Schedule B, lines 6dand 16 for more information.SCHEDULEANOTE - ELIGIBLE SMALL FIRMSFor tax years beginning after 2006, taxpayersare exempt from having to determine the alter-native tax on capital and the alternative tax onthe entire net income plus compensation if theyhave: (1) gross income, as defined under § 61 ofthe Internal Revenue Code, of less than$250,000, (2) a 100% business allocation per-centage, and (3) no investment capital or incomeor subsidiary capital or income. See section 11-604(1)(I) of Administrative Code, as added byL. 2007, ch. 491. Those taxpayers are subject totax on the larger of the tax on entire net incomeand fixed-dollar minimum tax. Therefore, tax-payers meeting these criteria may skip lines 2a,2b, 2c and line 3 of Schedule A. The amountentered on line 6 of Schedule A should be thelarger of line 1 or line 4. These taxpayers arenot required to complete Schedule F. Becausethese taxpayers have a 100% business allocationpercentage and are not subject to the tax on cap-ital, these taxpayers also will not be required tocomplete Schedules E or G of this form.In addition, for purposes of computing the taxbased on entire net income, eligible corporations(other than New York State S corporations) canelect to use the sum of NewYork State entire netincome, as determined under New York StateLaw § 208, and any deductions taken for thetaxable year in computing federal taxable in-come for General Corporation Tax paid or ac-crued, rather than report the New York Cityspecific modifications normally required tocompute New York City taxable income. Cor-porations making that election should enter theNew York State entire net income on line 1 ofSchedule B, skip lines 2 through 5a of ScheduleB, enter the amount of the General CorporationTax deducted on the federal return on line 5b ofSchedule B, skip lines 6 through 18 and enterthe sum of line 1 and line 5b on line 19.

Instructions for Form NYC-3L - 2012 Page 6

Computation of TaxLINES 2a AND 2b - TAX ONALLOCATED CAPITALFor cooperative housing corporations as definedin the Internal Revenue Code, the rate of tax oncapital is 4/10 mill (.04%) instead of 1 1/2 mills(.15%). For all other corporations subject to tax,including housing companies organized and op-erating pursuant to Article Four of the PrivateHousing Finance Law (other than cooperativehousing corporations), the rate of tax on capitalis 1 1/2 mills (.15%).Enter the amount from Schedule E, line 14 in theleft-hand column of line 2a or line 2b. Multiplyby the applicable percentage and enter the tax inthe right-hand column. If the tax amount ex-ceeds $1,000,000, enter $1,000,000. See instruc-tions for Schedule E, lines 7-11 for informationon how to calculate capital for short tax years.A real estate investment trust (“REIT “) and a reg-ulated investment company (“RIC”), other than acaptive REIT or captive RIC that must be in-cluded in a combined report, are not subject to thealternative tax on capital and should not includeany amount on line 2a. For more on the applica-tion of the alternative tax on capital to captiveREITs and RICs, see the instructions under theheading “Computation of Tax for Captive REITsand RICs” on page 4 of these instructions.

LINE 3 - ALTERNATIVE TAXEvery taxpayer, other than a REIT or RIC, ortaxpayers exempt under section 11-604(1)(I) ofthe Administrative Code as described above,must calculate its alternative tax and enter itscomputation on line 3. To compute the alterna-tive tax, measured by entire net income pluscompensation, you may use the worksheet onpage 6 of Form NYC-3L. Professional corpora-tions must calculate the alternative tax.For special treatment of “Eligible Small Firms,”see instructions above.ADDITIONAL INFORMATION FORCOMPUTING THEALTERNATIVE TAXALTERNATIVE TAXWORKSHEETa) Line 1- Net Income. Enter the amount on

Schedule B, line 19 or 20. If the amountentered on Schedule B, line 19 is 0 becausethe amount that would have been entered onthat line would have been as a loss (i.e., theamount on Schedule B, line 18 was greaterthan the amount on Schedule B, line 8),enter the amount of this loss on line 1.

b) Line 2 - Salaries. For taxable years begin-ning on or after 7/1/99, no portion of offi-cers salaries and other compensation isincluded in the alternative tax base.Notwithstanding the foregoing, include inthe alternative tax computation 100% ofall salaries and compensation of stock-holders owning more than 5% of the cor-

poration’s stock, as deducted for federaltax purposes and reported on ScheduleF, regardless of whether such stockhold-ers are also officers. In determiningwhether a stockholder owns more than 5%of the issued capital stock, include allclasses of voting and nonvoting stock, is-sued and outstanding.

c) Line 3 - Enter on line 3 the sum of line 1and line 2.

d) Line 4 - For taxable years beginning on orafter 7/1/98, enter $40,000. If the returndoes not cover an entire year, the exclusionmust be prorated based on period coveredby the return.

e) Line 6 - For tax years after 2009, the alterna-tive tax measured by entire net income pluscompensation is determined by multiplyingline 5 by 15 percent, instead of 30 percent.See Chapter 491 of the Laws of 2007.

LINE 4 – MINIMUM TAXEnter the amount of New York City Receiptsfrom Schedule H, Column A, line 2g and theMinimum Tax amount from the following table.If 100% of your business income is to be allo-cated to the City, enter the total amount of yourbusiness receipts, which should be the same asthe amount that you would have had to enter online 2g of Schedule H if you had been required tocomplete that line.

TABLE - FIXED DOLLARMINIMUMTAX

For a corporation with New York Cityreceipts of:Not more than $100,000. . . . . . . . . . . . . . . $ 25More than $100,000but not over $250,000 . . . . . . . . . . . . . . . . $ 75More than $250,000but not over $500,000 . . . . . . . . . . . . . . . $ 175More than $500,000but not over $1,000,000 . . . . . . . . . . . . . . $ 500More than $1,000,000but not over $5,000,000 . . . . . . . . . . . . . $1,500More than $5,000,000but not over $25,000,000 . . . . . . . . . . . . $3,500Over $25,000,000. . . . . . . . . . . . . . . . . . $5,000

Short Periods - Fixed Dollar Minimum TaxCompute the New York City receipts for shortperiods (tax periods of less than 12 months) bydividing the amount of New York City receiptsby the number of months in the short period andmultiplying the result by 12. The fixed dollarminimum tax may be reduced for short periods:

Period ReductionNot more than 6 months . . . . . . . . . . . . . . 50%More than 6 monthsbut not more than 9 months . . . . . . . . . . . . 25%More than 9 months . . . . . . . . . . . . . . . . . None

LINE 5 - ALLOCATED SUBSIDIARYCAPITALEnter the amount from Schedule C, line 2, Col-umnG. If that amount is less than zero, enter "0".

LINE 7 - UBT PAID CREDITEnter on line 7 the credit against the General Cor-poration Tax for Unincorporated Business Taxpaid by partnerships from which you receive adistributive share or guaranteed payment that youinclude in calculating General Corporation Tax li-ability on either the entire net income or incomeplus compensation base. (Attach Form NYC-9.7.)

LINE 8a - CREDITS FROMFORM NYC-9.5Enter on this line the following credits againstthe General Corporation Tax:1) Relocation and Employment Assistance

Program (REAP) credit (Attach FormNYC-9.5.)

2) Sales and compensating use taxes (Refer toinstructions on Form NYC-9.5 and attachform.)NOTE: This credit may only be taken forsales tax paid in the current year for certainpurchases in certain prior periods.

LINE 8b – CREDITS FROMFORM NYC-9.8Enter on this line the credit against the GeneralCorporation Tax for the Lower Manhattan Relo-cation and Employment Assistance Program.(Attach Form NYC-9.8.)LINE 9a - CREDITS FROMFORM NYC-9.6Real estate tax escalation credit and employmentopportunity relocation costs credit and industrialbusiness zone credit (Refer to instructions onForm NYC-9.6 and attach form.)

LINE 9b – CREDITS FROMFORM NYC-9.9Enter on this line the NYC film productioncredit. (Attach Form NYC-9.9.)

LINE 9c – CREDITS FROMFORM NYC-9.10Enter on this line the NYC biotechnology credit.(Attach Form NYC-9.10.)LINE 11b - FIRST INSTALLMENTPAYMENTDo not use this line if an application for auto-matic extension, Form NYC-EXT, has beenfiled. The payment of the amount shown at line11b is required as payment on account of esti-mated tax for the 2013 calendar year, if a calen-dar year taxpayer, or for the taxable yearbeginning in 2013, if a fiscal year taxpayer.LINE 12 - SALES TAXADDBACKThis line relates to the General Corporation Taxcredit for sales and compensating use taxes paid

Instructions for Form NYC-3L - 2012 Page 7

on certain machinery and equipment and/or cer-tain services. If the taxpayer received a credit orrefund of any such sales or compensating usetaxes during the year covered by this return forwhich it claimed a General Corporation Taxcredit in a prior tax period, the amount of suchcredit or refund must be added back at line 12. Acorresponding adjustment is to be made at line14 on Schedule B. (Refer to instructions to line14 on Schedule B.)

LINE 14 - PREPAYMENTSEnter the sum of all estimated tax paymentsmade for this tax period, the payment made withthe extension request, if any, and both the carry-over credit and the first installment reported onthe prior tax period’s return. This figure shouldbe obtained from the Composition of Prepay-ments Schedule on page 6 of Form NYC-3L.

LINE 17a - LATE PAYMENT - INTERESTIf the tax is not paid on or before the due date(determined without regard to any extension oftime), interest must be paid on the amount of theunderpayment from the due date to the date paid.For information as to the applicable rate of in-terest, call 311. If calling from outside of the fiveNYC boroughs, please call 212-NEW-YORK(212-639-9675) or logon to nyc.gov/finance.

LINE 17b - LATE PAYMENT OR LATEFILING/ADDITIONALCHARGESa) A late filing penalty is assessed if you fail

to file this form when due, unless the failureis due to reasonable cause. For every monthor partial month that this form is late, add tothe tax (less any payments made on or be-fore the due date) 5%, up to a total of 25%.

b) If this form is filed more than 60 days late,the above late filing penalty cannot be lessthan the lesser of (1) $100 or (2) 100% ofthe amount required to be shown on theform (less any payments made by the duedate or credits claimed on the return).

c) A late payment penalty is assessed if youfail to pay the tax shown on this form bythe prescribed filing date, unless the failureis due to reasonable cause. For everymonth or partial month that your paymentis late, add to the tax (less any paymentsmade) 1/2%, up to a total of 25%.

d) The total of the additional charges in a) andc) may not exceed 5% for any one monthexcept as provided for in b).

If you claim not to be liable for these additionalcharges, attach a statement to your return ex-plaining the delay in filing, payment or both.

LINE 17c - PENALTY FOR UNDERPAY-MENT OF ESTIMATED TAXA penalty is imposed for failure to file a declara-tion of estimated tax or for failure to pay each in-stallment payment of estimated tax due. (Forcomplete details, refer to Form NYC-222, Under-

payment of Estimated Tax by Corporations.) Ifyou underpaid your estimated tax, use FormNYC-222 to compute the penalty. Attach Form NYC-222. If no penalty is due, enter “0” on line 17c.

LINE 21 - TOTALREMITTANCE DUEIf the amount on line 15 is greater than zero orthe amount on line 19 is less than zero, enter online 21 the sum of line 15 and the amount, if any,by which line 18 exceeds the amount on line 16.After completing this return, enter the amount ofyour remittance on line A. All remittances mustbe payable in U.S. dollars drawn on a U.S. bank.Checks drawn on foreign banks will be rejectedand returned. Remittances must be made payableto the order of NYC Department of Finance.

LINE 22 - NEWYORK CITY RENTIf the corporation is carrying on business bothinside and outside New York City, completeSchedule G and enter on line 22 of Schedule Atotal rent from Schedule G, part 1. If the cor-poration is only carrying on business in NewYork City, enter the total rent deducted on thefederal return for premises located in the City.Rent includes consideration paid for the use oroccupancy of premises as well as paymentsmade to or on behalf of a landlord for taxes,charges, insurance or other expenses normallypayable by the landlord other than for the im-provement, repair or maintenance of the ten-ant’s premises.

LINE 24The amount entered on line 24 should be thesame amount entered on line 1c of the taxpayer'sfederal Form 1120 (Gross receipts or sales lessreturns and allowances).

SCHEDULE BComputation andAllocation ofEntireNet IncomeLINE 1 - FEDERALTAXABLE INCOMEEnter your federal taxable income (before netoperating loss and special deductions) as re-quired to be reported on your federal tax return.If you file federal Form 1120, use the amountfrom line 28.If you file federal Form 1120-RIC, see Admin.Code section 11-603.8.If you file federal Form 1120-REIT, see Admin.Code section 11-603.7.S corporations and qualified subchapter Ssubsidiaries (QSSS) must file returns as ordi-nary corporations. Federal S corporationtaxpayers must complete form NYC-ATT-S-CORP, Calculation of Federal Taxable In-come for S corporations and include it withtheir GCT Form 3L, 4S or 4S-EZ.NOTE: The charitable contribution deductionfrom federal Form 1120S, Schedule K, line 12amay not exceed 10% of the sum of lines 1through 12d (other than line 12a) of Schedule K.

ELIGIBLE SMALL FIRMS: Eligible SmallFirms that elect to use NewYork State entire netincome as described on Page 5 of the instructionsshould enter the New York State entire net in-come on Line 1 of Schedule B, skip lines 2through 5a of Schedule B, enter the amount ofthe General Corporation Tax deducted on thefederal return on line 5b of Schedule B, skiplines 6 through 18 and enter the sum of Line 1and line 5b on line 19.

LINE 2 - NONTAXABLE INTERESTInclude all interest received or accrued which wasnot taxable on your federal income tax return.

LINES 3 AND 4 - SUBSIDIARY CAPITALAsubsidiary is a corporation which is controlledby the taxpayer by reason of the taxpayer’s own-ership of more than 50% of the total number ofshares of the corporation’s voting capital stock,issued and outstanding. The term “subsidiarycapital” means all investments in the stock ofsubsidiary corporations, plus all indebtednessfrom subsidiary corporations (other than ac-counts receivable acquired in the ordinary courseof business for services rendered or from salesof property held primarily for sale to customers),whether or not evidenced by bonds or other writ-ten instruments, on which interest is not claimedand deducted by the subsidiary for purposes oftaxation under Title 11, Chapter 6, Subchapters 2and 3 of the Admin. Code.If you have a subsidiary, complete lines 3 and 4,and attach a list of all items included. You willalso have to complete Schedule C. If you do nothave a subsidiary, enter “0” on lines 3 and 4.On line 3, enter total of amounts, including in-terest expense, deducted in computing federaltaxable income that are directly attributable tosubsidiary capital or to income, gains or lossesfrom subsidiary capital. Include capital lossesfrom sales or exchanges of subsidiary capital, allother losses, bad debts and any carrying chargesattributable to subsidiary capital.On line 4, enter all amounts, including interest, thatare indirectly attributable to subsidiary capital orto income, gains or losses from subsidiary capital.For more information, see also Statement ofAudit Procedure GCT-2008-04, Noninterest Ex-pense Attribution, April 9, 2008, available on theDepartment's website (nyc.gov/finance).

LINE 5 - STATEAND LOCALBUSINESS TAXESOn line 5a enter the amount deducted on yourfederal return for business taxes paid or accruedto any state, any political subdivision of a state orto the District of Columbia if they are on ormeasured by profits or income or include profitsor income as a measure of tax, including taxesexpressly in lieu of any of the foregoing taxes.Include the NewYork State Metropolitan Trans-portation Business Tax surcharge and the MTAPayroll Tax (New York State Tax Law, Art. 23).

Instructions for Form NYC-3L - 2012 Page 8

Attachaschedule listingeach localityand theamountof all those taxes deducted on your federal return.

On line 5b, enter the amount of New York CityGeneral Corporation Tax and Banking Corpora-tion Tax deducted on your federal return.

LINES 6a, 6b, 6c AND 6d -NEWYORK CITYADJUSTMENTSa) The credit for sales tax paid on electricity

or electric service used in the production ofcertain tangible property formerly allowedby Admin. Code §11-604.15 has been re-pealed for purchases on or after November1, 2000. No amount should be added backwith respect to this credit.Purchases of machinery or equipment forwhich a credit is allowed by Admin. Code§11-604.12 were exempted from sales taxeffective December 1, 1989. Purchases ofcertain services performed on machinery orequipment used in production for which acredit is allowed by Admin. Code §11-604.17-a were exempted from sales tax ef-fective September 1, 1996. Credits may betaken under these two provisions only if thesales tax payment was made in the currentyear with respect to a purchase in a periodwhen the applicable sales tax was effective.In such case, the sales tax excluded or de-ducted for federal tax purposes should beadded back. If you are claiming a creditpursuant to §11-604.12, a form NYC-9.5for the year 1990 or a prior year should beused. If you are claiming a credit pursuantto §11-604.17-a, a form NYC-9.5 for theyear 2000 or a prior year should be used.

b & c) Taxpayers claiming the real estate taxescalation credit and/or the employment op-portunity relocation costs credit or the in-dustrial business zone credit must enter onlines 6(c) and 6(b), respectively, theamounts shown on lines 4 and 5, respec-tively, of Part II of Form NYC-9.6.

d) The federal bonus depreciation allowed for"qualified property", as defined in the JobCreation andWorkerAssistanceAct of 2002is not allowed for General Corporation Taxpurposes except for such deductions allowedwith respect to "qualified New York libertyzone property", "qualified NewYork libertyzone leasehold improvements" and "quali-fied property" placed in service in the Resur-gence Zone (generally the area in theborough of Manhattan south of HoustonStreet and north of Canal Street). For Citytax purposes, depreciation deductions for allother "qualified property" must be calcu-lated as if the property was placed in serviceprior to September 11, 2001.Recent Federal Legislation Affecting De-preciation. Section 102 of the EconomicStimulus Act of 2008, Pub.L. No. 110-185,

122 Stat. 613 (Feb. 13, 2008) amended IRCsection 168(k). As amended, section168(k)(1)(A) provides a 50-percent addi-tional first year depreciation deduction forcertain new property acquired by the tax-payer after December 31, 2007, and beforeJanuary 1, 2009 (in the case of certain prop-erty, before January 1, 2010), so long as nowritten binding contract for the acquisitionof the property existed prior to January 1,2008. Section 1201 of Title I of Division Bof the American Recovery and Reinvest-ment Act of 2009, Pub. L. No. 111- 5, 123Stat 115 (February 17, 2009) furtheramended IRC section 168(k) by extendingthe 50 percent additional first year depreci-ation deduction to new property acquiredbefore January 1, 2010 (in the case of certainproperty, before January 1, 2011). Section2022 of the Small Business Jobs and CreditAct of 2010, Pub. L. No. 111- 240, 124 Stat.2504 (September 27, 2010) further amendedIRC section 168(k) by extending the 50 per-cent additional first year depreciation deduc-tion to new property acquired beforeJanuary 1, 2011 (in the case of certain prop-erty, before January 1, 2012.) Section 401 ofthe Tax Relief, Unemployment InsuranceReauthorization, and Job Creation Act of2010, Pub. L. No. 111-312 , 124 Stat. 3296(Dec. 17, 2010) (“2010 Tax ReliefAct”) ex-tended and expanded additional first-yeardepreciation to equal 100% of the cost ofqualified property placed in service afterSept. 8, 2010 and before Jan. 1, 2012 (beforeJan. 1, 2013 for certain longer-lived andtransportation property); and 50% of thecost of qualified property placed in serviceafter Dec. 31, 2011 and before Jan. 1, 2013(after Dec. 31, 2012 and before Jan. 1, 2014for certain longer-lived and transportationproperty). Consequently, the years in whichthe first year depreciation for passenger au-tomobiles under §280F(a)(1)(A) is increasedby $8,000 have also been extended. How-ever, as discussed above the AdministrativeCode limits the depreciation for “qualifiedproperty” other than “Qualified ResurgenceZone property” and “New York LibertyZone property” to the deduction that wouldhave been allowed for such property had theproperty been acquired by the taxpayer onSeptember 10, 2001, and therefore, exceptfor Qualified Resurgence Zone property, asdefined in the Administrative Code and“NewYork Liberty Zone property,” the Cityhas decoupled from the federal bonus depre-ciation provision. TheAdministrative Codealso requires appropriate adjustments to theamount of any gain or loss included in entirenet income or unincorporated business en-tire net income upon the disposition of anyproperty for which the federal and NewYork City depreciation deductions differ.Use Form NYC-399Z for this calculation.For tax years beginning on or after January

1, 2004, other than for eligible farmers (forpurposes of the New York State farmers'school tax credit), the amount allowed as adeduction with respect to a sport utility ve-hicle that is not a passenger automobile forpurposes of section 280F(d)(5) of the Inter-nal Revenue Code is limited to the amountallowed under section 280F of the InternalRevenue Code as if the vehicle were a pas-senger automobile as defined in that section.For SUVs that are qualified property otherthan qualified Resurgence Zone propertyand other than NewYork Liberty Zone prop-erty, the amount allowed as a deduction iscalculated as of the date the SUV was actu-ally placed in service and not as of Septem-ber 10, 2001. Note that for the 2012 tax yearfor General Corporation Tax purposes:� An SUV cannot qualify as either New

YorkResurgenceZoneProperty or asNewYork Liberty Zone property. SeeAdmin-istrative Code section 11-602(8)(o).

� An SUV cannot qualify for the addi-tional first year depreciation availableunder the Economic Stimulus Act of2008, the American Recovery andReinvestment Act of 2009, the SmallBusiness Jobs and Credit Act of 2010and the 2010 Tax Relief Act.

On the disposition of an SUV subject to thelimitation, the amount of any gain or loss in-cluded in income must be adjusted to reflectthe limited deductions allowed for City pur-poses under this provision. Enter on Sched-ule B, lines 6(d) and 16 the appropriateadjustments from form NYC-399Z. See Fi-nance Memorandum 12-1, “Application ofIRC §280F Limits to Sports UtilityVehicles.”The federal depreciation deduction com-puted under theAccelerated Cost RecoverySystem or Modified Accelerated Cost Re-covery System (IRC Section 168) is not al-lowed for the following types of property:� property placed in service in NewYork

State in taxable years beginning beforeJanuary 1, 1985 (except recovery prop-erty subject to the provisions of InternalRevenue Code Section 280-F)

� property of a taxpayer principally en-gaged in the conduct of an aviation,steamboat, ferry, or navigation busi-ness, or two or more such businesseswhich is placed in service in taxableyears beginning after December 31,1988, and before January 1, 1994

In place of the federal depreciation deduc-tion, a depreciation deduction using pre-ACRS or MACRS rules (IRC Section 167)is allowed. Enter on line 6d the ACRS ad-justment from Form NYC-399, Schedule C,line 8, Column A. Enter on line 16 the

Instructions for Form NYC-3L - 2012 Page 9

ACRS adjustment from Form NYC-399,Schedule C, line 8, Column B. ACRS andMACRS may be available for propertyplaced in service outside NewYork in yearsbeginning after 1984 and before 1994. SeeFinance Memorandum 99-4 “Depreciationfor Property Placed in Service Outside NewYork After 1984 and Before 1994.”

LINE 7a - PAYMENT FOR USEOF INTANGIBLESAdd back payments for the use of intangiblesmade to related members as required by Ad.Code section 11-602.8(n).LINE 7b - DOMESTIC PRODUCTIONAC-TIVITIES DEDUCTIONAdd back any amounts deducted under section199 of the Internal Revenue Code (DomesticProduction Activities Deduction). Please attachfederal Form 8903.LINE 7c - OTHERADDITIONSa) Effective for taxable years beginning on or

after January 1, 1982, the New York CityAdmin. Code was amended to nullify theeffects of federal “safe harbor leases” uponNewYork City taxable income (Section 11-602.8(a)(8) and (9) of the Admin. Code).This applies to agreements entered intoprior to January 1, 1984.Any amount included in the computation offederal taxable income solely as a result ofan election made under IRC Section168(f)(8) must be removed when comput-ing New York City taxable income. Anyamount excluded in the computation of fed-eral taxable income solely as a result of anelection made under IRC Section 168(f)(8)must be included when computing NewYork City taxable income.Exempt from these adjustments are leasesfor qualified mass commuting vehicles andproperty of a taxpayer, subject to the Gen-eral Corporation Tax, principally engagedin the conduct of an aviation, steamboat,ferry or navigation business, or two or moresuch businesses, which is placed in servicebefore taxable years beginning in 1989.Enter the appropriate additions and deductionson lines 7 and 17, respectively, and attach arider to show the “safe harbor” adjustments toNewYork City taxable income.

b) Foreign taxes paid or accrued that are de-ducted from gross income to determine fed-eral taxable income must be added to entirenet income. A foreign tax credit may not beused as a deduction when computing NYCentire net income.

c) Any “windfall profit” tax deducted in com-puting federal income must be added backwhen computing NYC entire net income.

d) If the taxpayer deducted on its federal returninterest paid to a corporate stockholderowning more than 50% of its issued andoutstanding stock, that corporate share-holder may not exclude that interest fromits NYC entire net income as income fromsubsidiary capital. (See instructions forlines 3, 4 and 9.) To enable a more than50% corporate shareholder to treat any suchinterest as excludible income from sub-sidiary capital, such interest should beadded back on line 7 of this return in com-puting NYC entire net income.

e) In the case of a taxpayer organized outsidethe United States, all income from sourcesoutside the United States, less all allowabledeductions attributable thereto, that was nottaken into account in computing federal tax-able income must be added back in comput-ing NYC entire net income.

LINES 9a AND 9b - INCOME FROMSUBSIDIARY CAPITALEnter on line 9a dividends from subsidiary cap-ital that was included as part of federal taxableincome. Complete Schedule C.Enter on line 9b interest from subsidiary capitalthat was included in federal taxable income.Enter on line 9c capital gains and other incomeand gain from subsidiary capital that was in-cluded as part of federal taxable income. Com-plete Schedule C.Do not enter on line 9b interest for which thepayor subsidiary claimed a deduction. (See in-structions for Schedule B, lines 3 and 4, abovefor the definition of subsidiary capital.)

LINE 10 - NONSUBSIDIARYDIVIDENDSEnter 50% of dividends received from nonsub-sidiary corporations. Do not include the follow-ing: (1) “gross-up” dividends pursuant to IRSSection 78, and (2) dividends from stocks notmeeting the holding period requirement set forthin IRC Section 246(c). Regulated investmentcompanies and real estate investment trusts donot qualify for this deduction.LINE 11 - NET OPERATING LOSSEnter NewYork City net operating loss carryfor-ward from prior years. The following rulesapply to net operating losses.

1) Adeductionmay only be claimed for net oper-ating losses sustained in taxable years duringall or part of which the corporation was subjectto the General Corporation Tax. New YorkCity allows net operating losses to be used inthe same manner as provided by IRC Section172. However, the amount of any federal lossmust be adjusted in accordance with Section11-602.8(f) of theAdmin. Code. Regulated in-vestment companies and real estate investmenttrusts do not qualify for this deduction.

2) The deduction of a net operating loss carry-forward from prior years may not exceed,and is limited to, the amount of the currentyear’s federal taxable income. A net operat-ing loss may not be claimed as a deduction ifSchedule B, line 1 reflects a loss.

3) The deduction shall not exceed the deductionthat would have been allowed if the taxpayerhad not made an election to be an S corpora-tion under the rules of the Internal RevenueCode or had not elected to be included in agroup reporting on a consolidated basis forfederal income tax purposes.

4) The NewYork City net operating loss deduc-tion taken for City purposes for each year maynot exceed the deduction allowable for thatyear for federal income tax purposes calcu-lated as if the taxpayer had elected to relin-quish the carryback period except with respectto the first $10,000 of each year’s loss. Thecarryback period for General Corporation Taxpurposes corresponds to the federal carrybackperiod. If the taxpayer elects to use a 2-yearcarryback period for federal purposes, thesame carryback period applies for City pur-poses. If the taxpayer elects to relinquish theentire carryback period for federal purposes,then the taxpayer may not carry back anyamount for City purposes.

5) Losses which are not permitted to be carriedbackmay generally be carried forward and usedto offset income for the period permitted forfederal tax purposes, generally, 20 years subse-quent to the loss year for losses incurred in tax-able years beginning afterAugust 5, 1997.

6) Corporations principally engaged in the con-duct of an aviation, steamboat, ferry or nav-igation business or two or more of suchbusinesses are permitted to claim a net oper-ating loss deduction in the same manner asother corporations.These corporations are allowed to carry for-ward any net operating losses or a proportion-ate part of a net operating loss sustained duringthe federal taxable period(s) covering the years1985 through 1988, provided the corporationwas taxable under Title 11, Chapter 6, Sub-chapter 4 of the Admin. Code (TransportationCorporation Tax) for the calendar years 1985through and including 1988. The net operatingloss must be computed as if:a) the corporation had been subject to tax-

ation under Subchapter 2 (General Cor-poration Tax) during the period(s) theloss was sustained,

b) the loss was sustained in 1988, andc) the taxpayer had elected to relinquish the

entire carryback period under IRC Sec-tion 172.

Instructions for Form NYC-3L - 2012 Page 10

For special rules relating to acquisitions,mergers or consolidations involving corpora-tions principally engaged in the conduct ofaviation, steamboat, ferry or navigation busi-ness, refer to Section 77b of Chapter 241 ofthe Laws of 1989.

7) Corporations reporting both business and in-vestment income must complete line 22 ofthis schedule to apportion any net operatingloss between business income and invest-ment income.

Attach a copy of Form NYC-NOLD, Net Op-erating Loss Computation.

CARRYBACK LOSSESIf the amount on line 18 is greater than theamount on line 8 so that the entry on line 19would be a loss, a request to carry it back as anet operating loss deduction in any prior yearmust be made separately on an amended return.Do not attach or mail an amended return withthis tax return. This request must be submittedwithin three years of the due date of the returnfor the loss year or within the period prescribedin Section 11-678 of the Admin. Code. Corpo-rations that have elected to relinquish the car-ryback period for a net operating loss incurredin taxable years beginning after August 5,1997, must submit a copy of the federal elec-tion.Because an S corporation does not carry overNOLs, it will not have made a federal electionto relinquish any or all of its carryback period.Therefore, for City tax purposes for losses aris-ing in taxable years ending in or after 2002, itwill be presumed that, unless the taxpayer S cor-poration attached a statement to this return indi-cating that the taxpayer intends to carry back theloss, the taxpayer is presumed to have elected torelinquish the entire carryback period. For S cor-porations filing on a combined basis only withother S corporations or qualified Subchapter Ssubsidiaries, any statement attached either to apro forma NYC-3L or to the NYC-3A will bedeemed applicable to the entire group. Any ex-cess net operating loss may be carried forwardas if the taxpayer had elected to relinquish theentire carryback period for all but the first$10,000 of the loss.

LINE 12 - PROPERTYACQUIRED PRIORTO 1966Adeduction is allowed with respect to gain fromthe sale or other disposition of any property ac-quired prior to January 1, 1966 (except stock intrade, inventory, property held primarily for saleto customers in the ordinary course of trade orbusiness, or accounts or notes receivable ac-quired in the ordinary course of trade or busi-ness). The amount of the deduction with respectto each such property is equal to the differencebetween:a) the amount of the taxpayer’s federal taxable

income; andb) the amount of the taxpayer’s federal taxable

income (if smaller than the amount de-scribed in (a)), computed as if the federaladjusted basis of each such property (on thesale or other disposition of which gain wasrealized) on the date of the sale or other dis-position had been equal to either:1) its fair market value on January 1,

1966, or the date of its sale or otherdisposition prior to January 1, 1966,plus or minus all adjustments to basismade with respect to such property forfederal income tax purposes for peri-ods on or after January 1, 1966; or

2) the amount realized from its sale orother disposition, whichever is lower.

In no event, however, shall the total amountcomputed above exceed the taxpayer’s net gainfor the year from the sale or other disposition ofproperty (other than stock in trade, inventory,property held primarily for sale to customers inthe ordinary course of trade or business, or ac-counts or notes receivable acquired in the ordi-nary course of trade or business).Attach a rider showing computation and a copyof federal Form 1120 or 1120-S, Schedule D.

LINE 13 - CITYAND STATE REFUNDSEnter at line 13 refunds or credits of the NewYorkCity General Corporation Tax, New York StateFranchise Tax or NewYork City or State BankingCorporation Tax for which no tax exclusion or de-duction was allowed in determining the taxpayer’staxable (entire) net income in a prior year.

LINE 14 - SALES TAX REFUNDSAND CREDITSThis line relates to credits or refunds of sales andcompensating use tax paid on certain machineryand equipment and/or certain services includedin federal taxable income for which a credit wasclaimed in a prior year. The amount entered hereshould be the same as the amount entered at line12 of Schedule A. (Refer to instructions forSchedule A, line 12.)There is no addback for current refunds of salestax paid on purchases of electricity or electricservice used in the production of certain tangibleproperty for which the taxpayer took a credit ina prior period under Admin. Code §11-604.15.

LINE 15 - FEDERAL JOBS CREDITEnter the portion of wages and salaries paid orincurred for the taxable year for which a deduc-tion is not allowed pursuant to the provisions ofSection 280C of the Internal Revenue Code be-cause the federal targeted jobs tax credit wastaken. Attach federal Form 5884.

LINE 16 - DEPRECIATIONADJUSTMENTEnter on line 16 the adjustments from FormNYC-399 and/or Form NYC-399Z, Schedule C,line 8, Column B. See instructions for ScheduleB, line 6(d).

LINE 17a - ROYALTY INCOMEFROM INTANGIBLESSubtract income such as royalties from relatedmembers for the use of intangibles as describedin section 11-602.8(n) of the AdministrativeCode.

LINE 17b - OTHER DEDUCTIONSa) Refer to instructions to Schedule B, line 7 for

adjustments relating to safe harbor leases.b) Taxpayers entitled to a special deduction for

construction, reconstruction, erection or im-provement of air pollution control facilitiesinitiated on or after January 1, 1966, andhaving a situs in NYC in accordance withSection 11-602.8(g) should submit a ridershowing the complete computation.Enclose certification of compliance issuedpursuant to Section 17-0707 or Section 19-0309 of the Environmental ConservationLaw. Entire net income for the currentyear and all succeeding years must becomputed without any deduction for suchexpenditures or for depreciation of suchproperty.

c) Deduct foreign dividend gross-up pursuantto Section 78 of the IRC (see federal Form1120, Schedule C, line 15) to the extent notdeducted at line 9a. Entire net income doesnot include any amount treated as dividendspursuant to Section 78 of the IRC.

d) Regulated investment companies mustdeduct dividends paid to stockholders onthis line.

LINE 19 – ENTIRE NET INCOMEIf line 18 is greater than line 8 so that the amounton this line would be a loss, enter zero (“0”) onthis line, skip lines 22 through 26, and enter zero(“0”) on line 27 of this Schedule B and on line 1of Schedule A. That loss may be available as acarryover. See instructions to Schedule B, line11 for more information.

LINE 20 - SPECIALADJUSTMENTSIf, as a result of the adjustments on this line, entirenet income is a loss, enter zero (“0”) on this line,skip lines 22 through 26, and enter zero on line 27of this Schedule B and line 1 of Schedule A.a) A corporation organized outside the United

States must enter at line 20 its entire net in-come wherever earned, including all in-come from sources outside the UnitedStates, less all allowable deductions attrib-utable thereto, not taken into account in

Instructions for Form NYC-3L - 2012 Page 11

computing federal taxable income. Attacha schedule. See “FOREIGN AIRLINES”under GENERAL INFORMATION, above.

b) If you are, either separately or as a memberof a partnership, doing insurance businessas a member of the New York InsuranceExchange described in Section 6201 of theInsurance Law, make the adjustment re-quired under Section 11-602.8(a)(6) andSection 11-602.8(b)(8) of theAdmin. Code.

c) For tax years beginning on or after August1, 2002, corporations that are partners inpartnerships that receive at least eighty per-cent of their gross receipts from providingmobile telecommunications services mustexclude their distributive share of income,gains, losses and deductions from any suchpartnership, including their share of sepa-rately reported items, from their federal tax-able income reported on line 1.

LINE 21 - INVESTMENT INCOMEInvestment income includes: 50% of dividendsfrom non-subsidiary stocks held for investment,interest from investment capital, net capital gainor loss from sales or exchanges of nonsubsidiarysecurities held for investment, and income fromcash if an election is made to treat cash as invest-ment capital on line 3 of Schedule D. Do not in-clude any “gross-up” dividends pursuant toSection 78 of the IRC that have been deductedin computing entire net income.Investment income includes interest received on aloan to a subsidiary if the subsidiary claims such in-terest as an NYC General or Banking CorporationTax deduction on any return for any period, and ifsuch loan is evidenced by a bond or other corporatesecurity. Do not include any capital losswhichwasnot used in computing federal taxable income.In computing investment income, subtract theamount of deductions allowable in computing entirenet incomewhich are directly or indirectly attribut-able to investment capital or investment income.LINE 21a - DIVIDENDSEnter dividends not excluded on line 10 exceptfor “gross-up” dividends pursuant to Section 78of the IRC. This includes 50% of dividends fromnonsubsidiary corporations for which an exclu-sion was allowed on line 10 of this schedule and100% of dividends from stock not meeting theholding period requirement set forth in Section246(c) of the IRC.

LINE 21d - INCOME FROM CASHEnter income from cash on Schedule B, line 21d,only if you have elected to treat cash as invest-ment capital and have entered the amount thereofon Schedule D, line 3.LINE 21f - DEDUCTIONSATTRIBUTA-BLE TO INVESTMENT INCOMEFor more information, see Statement of AuditProcedure GCT-2008-04, Noninterest ExpenseAttribution, April 9, 2008, and Statement of

Audit Procedure PP-2008-12, GCT & UBTTreatment of RepurchaseAgreements and Secu-rities Lending and Borrowing Transactions forFinancial Services Firms Regularly Engaged inSuchActivities, March 31, 2008, available on theDepartment’s website at nyc.gov/finance. Attacha list of the deductions directly attributable to in-vestment income and the deductions indirectlyattributable to investment income.

LINE 22 - APPORTIONED NEWYORK CITY NET OPERATINGLOSS DEDUCTIONCorporations that report both business and invest-ment income must apportion any net operatingloss deduction on line 11 between business in-come and investment income. This is computedby multiplying the net operating loss deductionby a ratio. The ratio is a fraction, the numeratorof which consists of investment income beforededucting any net operating loss and the denom-inator of which is entire net income before de-ducting any net operating loss. The ratio may beexpressed as a percentage. Multiply the net op-erating loss deduction by the result. Enter thisamount on line 22. Attach a rider detailing thecalculation of the apportionment of the tax-payer’s New York City NOL deduction betweenbusiness income and investment income.LINE 23b – INVESTMENT INCOMETO BEALLOCATEDEnter the amount from line 23a. If the amounton line 23a is greater than the amount on line 19or 20, enter the amount from line 19 or 20. If theentry on line 23a is a loss, enter zero (“0”) online 23b.LINE 25 - ALLOCATEDINVESTMENT INCOMEIf the investment allocation percentage is zero,interest on bank accounts must be multiplied bythe business allocation percentage.SCHEDULE CSubsidiary Capital and Allocation- and -SCHEDULE DInvestment Capital and AllocationComplete Schedule C if you have any sub-sidiaries. (Refer to the instructions for ScheduleB, lines 3 and 4 for the definition of a subsidiaryand subsidiary capital.)Complete Schedule D if you have investment cap-ital. Investment capital is the average value of yourinvestments in stocks, bonds, and other corporateor government securities, less liabilities, both longterm and short term, directly or indirectly attribut-able to investment capital. Investment capital doesnot include those stocks, bonds or other securitiesthat are held for sale to customers in the regularcourse of business or that constitute subsidiarycapital. Investment capital does not include inter-ests in, or obligations of, partnerships or other un-incorporated entities. (Refer to Title 19 Rules of

the City of New York Section 11-37 for the defini-tion of investment capital.)

To determine the value of your assets for busi-ness, investment and subsidiary capital purposes,you must include real property and marketablesecurities at fair market value.The fair market value of any asset is the price(without any encumbrance, whether or not thetaxpayer is liable) at which a willing seller, notcompelled to sell, will sell and a willing pur-chaser, not compelled to buy, will buy. The fairmarket value, on any date, of stocks, bonds andother securities regularly dealt in on an ex-change, or in the over-the-counter market, is themean between the highest and lowest sellingprices on that date.The value of all other property must be includedat the value shown on the taxpayer’s books andrecords in accordance with generally acceptedaccounting principles (GAAP). (Refer to the in-structions for Schedule E, lines 1 through 5 formore information on computing average value.)In completing Schedules C and D, you may usethe worksheet which appears below to determinethe amount of liabilities indirectly attributable toa particular asset.In column D of Schedules C and D on the line forthe asset in question, include the sumof the amountfrom line 15 of this worksheet and the amount of li-abilities directly attributable to that asset.

WORKSHEETTotal liabilities from Sch. E, line 6, Col. C 1. __________Liabilities directly attributable to:

Subsidiary capital ....................... 2. __________

Investment capital ...................... 3. __________

Business capital .......................... 4. __________

Add: lines 2, 3, and 4 ............................... 5. __________

Subtract: line 5 from line 1 ....................... 6. __________

Enter amount from either:Sch. C, line 1, col. C lessamount from line 2 of worksheet 7a.__________

ORSch. D, line 1, col. C lessamount from line 3 of worksheet 7b.__________

Enter amount from Sch. E, line 5, col. Cless amount from line 5 of worksheet ...... 8. __________

Divide: line 7a or 7b by line 8 .................. 9. ________%

Multiply: line 6 by line 9 .......................... 10.__________

Average value of a particular asset ........... 11.__________

Enter amount from either:Sch. C, line 1, col. C ................... 12a._________

ORSch. D, line 1, col. C ................... 12b._________

Divide: line 11 by line 12a or 12b ............ 13.________%

Enter amount from line 10 ....................... 14.__________

Multiply: line 14 by line 13 ...................... 15.__________

Instructions for Form NYC-3L - 2012 Page 12

To determine the portion of subsidiary or invest-ment capital to be allocated within the City, mul-tiply the amount of subsidiary or investmentcapital during the period covered by the return(column E) by the issuer’s allocation percentage(as defined in the instructions for Schedule E,line 15).

This percentage may be obtained (1) from taxservice publications, (2) from the Department’swebsite under “Forms & Publications” atnyc.gov/finance, or (3) by calling 311. If callingfrom outside of the five NYC boroughs, pleasecall 212-NEW-YORK (212-639-9675). If thesubsidiary or other issuer was not doing businessin NewYork City during the preceding year, thepercentage is zero. The investment allocationpercentage should be rounded to the nearest onehundredth of a percentage point.

SCHEDULE D, LINE 3 - CASHIf you have both business and investment capital,you may elect to treat cash on hand or on depositas either business or investment capital. If youwish to elect to treat cash as investment capital,you must include it on this line. Otherwise, youwill be deemed to have elected to treat cash asbusiness capital. You may not elect to treat partof such cash as business capital and part as in-vestment capital. You may not revoke your elec-tion after it has been made.

SCHEDULE EComputation and Allocation of Capital“Eligible Small Firms” as described in thenote at the beginning of the instructions toSchedule A do not need to complete thisschedule.

LINES 1 THROUGH 5 - AVERAGEVALUE OFTOTALASSETSTo determine the value of your assets for busi-ness, investment and subsidiary capital purposes,you must include real property and marketablesecurities at fair market value.The value of all other property must be includedat the value shown on the taxpayer's books andrecords in accordance with generally acceptedaccounting principles (GAAP).On Schedule E, line 1, enter the value of totalassets at the beginning of the year in column Aand at the end of the year in column B. Enterthe average value in column C. Attach a sched-ule showing the computation of the averagevalue.On line 2, enter the value of real property andmarketable securities included in line 1.Enter on line 4 the fair market value of real prop-erty and marketable securities.Average value is generally computed on a quar-terly basis. A more frequent basis (monthly,weekly or daily) may be used. Where the tax-

payer’s usual accounting practice does not per-mit computation of average value on a quarterlyor more frequent basis, a semiannual or annualbasis may be used if no distortion of averagevalue results.

With respect to real property owned by thetaxpayer and located within New York City,the fairmarket value is presumed to be not lessthan the estimated market value of the prop-erty on the Final Assessment Roll of the Cityfor the period covered by the return or themost recent sales price, whichever is greater.

LINE 6 - TOTAL LIABILITIESThe liabilities deductible in computing each typeof capital are those liabilities (both long andshort term) that are directly or indirectly attribut-able to each type of capital. Use the samemethod of averaging as is used in determiningaverage value of assets.

LINES 7 THROUGH 11If the period covered by this report is other thana period of twelve calendar months, first followthe instructions on Schedule E to calculate pre-liminary amounts for lines 7 through 11. Beforeentering these amounts on Schedule E, multiplyeach amount by a fraction, the numerator ofwhich is the number of months or major partsthereof included in such period and the denomi-nator of which is twelve.Enter on line 8 the amount from Schedule C,Column E, line 1. Subtract the amount on line 8from the amount on line 7 and enter the differ-ence on line 9 of this Schedule E. If the amounton line 8 is less than zero because liabilities at-tributable to subsidiary capital exceed the valueof the assets reported in Schedule C, add the ab-solute amount of the amount on line 8 to theamount on line 7 and enter the total on line 9.For example, if the amount on Schedule E, line8 is ($100) and the amount on Schedule E, line7 is $200, the amount on Schedule E, line 9should be $300.If the amount on Schedule D, line 4 is less thanzero, enter zero (“0”) on line 10 of this ScheduleE, enter the amount from line 9 on line 11, andenter zero (“0”) on line 12.

LINE 15 - ISSUER’SALLOCATION PERCENTAGEThe percentage is determined by adding togetherallocated New York City business, investmentand subsidiary capital, dividing the sum by totalcapital, and rounding to the nearest one hun-dredth of a percentage point.

The issuer's allocation percentage cannot beless than zero. Do not calculate your issuer'sallocation percentage by adding the business,investment and subsidiary capital allocationpercentages and dividing that total by thenumber of percentages.

The issuer’s allocation percentage represents theamount of capital employed within New YorkCity as compared to total capital employedeverywhere. Every taxpayer using Form NYC-3L is required to compute its issuer’s allocationpercentage.Combined filers must compute a combined is-suer’s allocation percentage by using amountsfrom Form NYC-3A. The combined issuer’s al-location percentage should be entered on Sched-ule A of Form NYC-3A.

SCHEDULE GFor special treatment of “Eligible Small Firms,”see instructions on Page 6.

SCHEDULE HBusiness Allocation

NOTE: Zip codes beginning with the followingthree-digits are within the five boroughs of NewYork City:Manhattan - 100, 101, 102Bronx - 104Brooklyn - 112Queens - 111, 113, 114, 116Staten Island - 103

In addition, the five-digit zip codes 11004, 11005and some addresses with a zip code of 11001,11040 and 11096 are in the borough of Queens.If the zip code is 11001, 11040 or 11096, consultthe address translator located on the City’s web-site http://gis.nyc.gov/dcp/at/f1.jsp to deter-mine if the corporation's address is within NewYork City.A corporation is entitled to allocate part of itsbusiness income and capital outside New YorkCity if it carries on business both inside and out-side NewYork City and, for taxable years begin-ning before July 1, 1996, only if it has a “regularplace of business” outside the City. Otherwise,100% of its business income and capital must beallocated to New York City. If you did not carryon business both inside and outside New YorkCity, you must enter 100% at Schedule H, line 5.If you carried on business both inside and outsideNew York City, you must complete Schedule G,parts I and II and Schedule H, business allocationpercentage.The business allocation percentage is generallycomputed by means of a three-factor formula:� real and tangible personal property (includ-

ing rented property)� business receipts� payroll

WEIGHTED FACTORALLOCATIONFor taxable years beginning in 2012, taxpayersmust weight the three factors as follows: 20% forproperty; 20% for wages; and 60% for receipts.

Instructions for Form NYC-3L - 2012 Page 13

Those corporations using weighted factors mustcomplete Schedule H.

The following example illustrates the calculationof the business allocation percentage usingweighted factors:

ExampleAssume the percentages on lines 1g, 2h and 3bare as follows:1g. 25.0001%2h. 65.2207%3b. 35.6103%

The amounts on lines 1h, 2i, 3c, 4a and 4bshould be calculated as follows:

1h. 25.0001X 20 = 500.00202i. 65.2207X 60 = 3913.24203c. 35.6103X 20 = 712.20604a. Sum of above = 5125.45004b. divide line 4a by 100Express as a percentage: 51.25%

ALTERNATIVEALLOCATION METHODYou cannot use an allocation method otherthan the formula basis set out in Schedule Hwithout the consent of the Department of Fi-nance. In order to request consent to use a dif-ferent method of allocation, a written request,separate and apart from filing this return,must be submitted. For details on how tomakesuch a request, go to www.nyc.gov/finance. Ifthe consent to use a different allocationmethodhas not been obtained at the time of the filingof the return, you must use the formula basisset out in Schedule H and pay the tax in accor-dance therewith. If the Department consentsto your proposed alternative allocationmethodand it results in a lower tax liability than theformula basis set out in Schedule H, you maybe entitled to claim a refund of the excessamount you have paid.LINES 1 AND 2Property FactorWhen computing the property percentage, valuereal and tangible personal property owned by thecorporation at the adjusted basis used for federalincome tax purposes. However, you may make aone-time revocable election to value real and tan-gible personal property owned at fair marketvalue. You must make this election on or beforethe due date (or extended due date) for filing thetaxpayer’s first General Corporation Tax Return.This election will not apply to any taxable yearwith respect to which the corporation is includedin a combined report unless each of the corpora-tions included on the combined report has madethe election which remains in effect for such year.

LINE 1b - REALESTATE RENTEDThe value of real property rented to the taxpayeris eight times the gross rent payable during theyear covered by this return. Gross rent includes

any amount payable as rent or in lieu of rent,such as taxes, repairs, etc., and, if there are lease-hold improvements made by or on behalf of thetaxpayer, the amount of annual amortization ofsuch cost. Do not include the rental of personalproperty on this line.

LINE 1d - TANGIBLE PERSONALPROPERTYOWNEDEnter the average value of the tangible personalproperty owned. The term “tangible personalproperty” means corporeal personal property,such as machinery, tools, implements, goods andwares. Do not include cash, shares of stock,bonds, notes, credits, evidences of an interest inproperty, or evidences of debt.LINE 1e - TANGIBLE PERSONALPROPERTYRENTEDEnter the average value of the tangible personalproperty you rented. The value of rented tangiblepersonal property is eight times the gross rentpayable during the year covered by this return.

Receipts FactorLINES 2a AND 2b - SALES OFTANGIBLE PERSONAL PROPERTYEnter on line 2a, columnA, receipts in the regu-lar course of business from the sale of tangiblepersonal property where shipments are made topoints within New York City. Enter on line 2b,column B, receipts from all sales of tangible per-sonal property.LINE 2c - SERVICES PERFORMEDReceipts from services performed within NewYork City are allocable to New York City. Allamounts received by the taxpayer in payment forsuch services are allocable to NewYork City re-gardless of whether the services were performedby employees or agents of the taxpayer, by sub-contractors, or by any other persons. It is imma-terial where such amounts were payable orwhere they actually were received.Commissions received by the taxpayer are allo-cated to NewYork City if the services for whichthe commissions were paid were performed inNew York City. If the taxpayer’s services forwhich commissions were paid were performedfor the taxpayer by salesmen attached to orworking out of a NewYork City office of the tax-payer, the taxpayer’s services will be deemed tohave been performed in New York City.Corporations engaged in publishing newspapersor periodicals must allocate receipts from adver-tising in such publications based on the circula-tion of the publication in the City compared tothe total circulation. Corporations engaged inradio or television broadcasting, whether bycable or other means, must allocate receipts frombroadcasting programs or commercial messagesbased upon the location of the audience for thebroadcasts in the City compared to the total au-dience. For taxable years beginning on or afterJanuary 1, 2002, corporations engaged in pub-

lishing newspapers or periodicals or in radio ortelevision broadcasting must allocate receiptsfrom subscriptions to such newspapers, periodi-cals and broadcast programs based on the loca-tion of the subscriber.Taxpayers principally engaged in the activity ofair freight forwarding acting as principal and likeindirect air carriers are required to determine re-ceipts for purposes of the receipts factor arisingfrom the activity from services performed withinNew York City as follows: 100% of the receiptsif both the pick up and delivery associated withthe receipts are made in NewYork City and 50%of the receipts if either the pickup or delivery as-sociated with the receipts is made in the City butnot both.Receipts from management, administration ordistribution services provided to a regulated in-vestment company (RIC) must be allocatedbased upon the percentage of the RIC’s share-holders domiciled in New York City. (Attachrider showing computation.)

SOURCING OF RECEIPTS OF REGIS-TERED SECURITIES ORCOMMODITIESBROKERS OR DEALERSFor taxable years beginning after 2008, newrules are applicable in determining the sourcingof the receipts of taxpayers which are registeredsecurities or commodities brokers or dealers.The rules below apply for determining whether areceipt is deemed to arise from services per-formed in NewYork City by a registered securi-ties or commodities broker or dealer, forpurposes of computing the receipts factor of theBAP. SeeAd. Code §11-604(3)(a)(10) as addedby section 34 of Chapter 201 of the Laws of2009.A registered securities or commodities broker ordealer is a broker or dealer who is registered bythe Securities and Exchange Commission (SEC)or the Commodities Futures Trading Commissionand includes over-the-counter (OTC) derivativesdealers as defined under regulations of the SEC(17 CFR 240.3b-12). The terms securities andcommodities have the samemeanings as themean-ings in IRC sections 475(c)(2) and 475(e)(2).� Brokerage commissions - Brokerage com-missions earned from the execution of securi-ties or commodities purchase or sales ordersfor the accounts of customers are deemed toarise from a service performed in New YorkCity if the customer who is responsible forpaying the commissions is located in NewYork City. See Ad. Code § 11-604(3)(a)(10)(A)(i) as added by section 34 ofChapter 201 of the Laws of 2009.

� Margin interest - Margin interest earned onbrokerage accounts is deemed to arise from aservice performed in New York City if thecustomer who is responsible for paying themargin interest is located in New York City.

Instructions for Form NYC-3L - 2012 Page 14

See Ad. Code § 11-604(3)(a)(10)(A)(ii) asadded by section 34 of Chapter 201 of theLaws of 2009.

� Account maintenance fees -Account mainte-nance fees are deemed to arise from a serviceperformed in New York City if the customerwho is responsible for paying the accountmaintenance fees is located in NewYork City.See Ad. Code § 11-604(3)(a)(10)(A)(vi) asadded by section 34 of Chapter 201 of theLaws of 2009.

� Income from principal transactions - Grossincome from principal transactions (that is,transactions in which the registered broker ordealer is acting as principal for its own account,rather than as an agent for the customer) isdeemed to arise from a service performed inNew York City if the production credits forthese transactions are awarded to a New YorkCity branch, office, or employee of the taxpayer.Registered broker dealers may elect to sourcethe gross income from principal transactionsbased on the location of the customer to theprincipal transaction. If the election is made,gross income from principal transactions isdeemed to arise from a service performed inNewYork City to the extent that the gross pro-ceeds from the transactions are generated fromsales of securities or commodities to cus-tomers within the city based upon the mailingaddresses of those customers in the records ofthe taxpayer. See Ad. Code § 11-604(3)(a)(10)(A)(iii) as added by section 34of Chapter 201 of the Laws of 2009.

� Fees from advisory services for the under-writing of securities - Fees earned from advi-sory services for a customer in connectionwith the underwriting of securities (where thecustomer is the entity contemplating the is-suance of the securities or is issuing securities)or for the management of an underwriting ofsecurities are deemed to arise from a serviceperformed in New York City if the customerresponsible for paying the fee is located inNew York City. See Ad. Code § 11-604(3)(a)(10)(A)(iv)(I) as added by section 34of Chapter 201 of the Laws of 2009.

� Receipts from the primary spread for theunderwriting of securities - Receipts from theprimary spread or selling concession from un-derwritten securities are deemed to arise froma service performed in New York City if pro-duction credits are awarded to a branch, office,or employee of the taxpayer in NewYork Cityas a result of the sale of underwritten securities.SeeAd. Code § 11-604(3)(a)(10)(A)(iv)(II) asadded by section 34 of Chapter 201 of theLaws of 2009.

� Interest earned on loans to affiliates - Inter-est earned on loans and advances made by a

taxpayer to an affiliate with whom they are notrequired or permitted to file a combined returnare deemed to arise from a service performedin New York City if the principal place ofbusiness of the affiliate who is responsible forthe payment of interest is located in NewYorkCity. See Ad. Code § 11-604(3)(a)(10)(A)(v)as added by section 34 of Chapter 201 of theLaws of 2009.

� Fees for management or advisory services -Fees earned from management or advisoryservices, including fees from advisory serv-ices for activities relating to mergers or acqui-sition activities, are deemed to arise from aservice performed in New York City if thecustomer responsible for paying these fees islocated in NewYork City. SeeAd. Code § 11-604(3)(a)(10)(A)(vii) as added by section 34of Chapter 201 of the Laws of 2009.

A customer is located in New York City if themailing address of the customer, as it appears inthe broker’s or dealer's records, is in New YorkCity. See Ad. Code § 11-604(3)(a)(2)(B)(v) asadded by section 33 of Chapter 201 of the Lawsof 2009.If the taxpayer is unable from its records to de-termine the mailing address of the customer, thereceipts enumerated in any of such items shallbe deemed to arise from services performed atthe branch or office of the taxpayer that gener-ates the transaction for the customer that gener-ated such receipts. See Ad Code §11-604(3)(a)(10)(D) as added by section 34 ofChapter 201 of the Laws of 2009.

Note that the rules for the receipts under Ad.Code § 11-604(3)(a)(10)(A) described aboveshall also apply to receipts described herein aris-ing from a correspondent securities relationship.SeeAd. Code § 11-604(3)(a)(10)(C) as added bysection 34 of Chapter 201 of the Laws of 2009.

LINE 2d - RENTALS OF PROPERTYReceipts from rentals of real and personal prop-erty situated in New York City are allocable toNew York City. These include all amounts re-ceived by the taxpayer for the use or occupationof property, whether or not such property isowned by the taxpayer.

LINE 2e - ROYALTIESRoyalties from the use in New York City ofpatents or copyrights are allocable to New YorkCity. These include all amounts received by thetaxpayer for the use of patents or copyrights,whether or not the patents or copyrights wereoriginally issued to or are owned by the taxpayer.A patent or copyright is used in New York Cityto the extent that activities thereunder are carriedon in New York City.Do not include royalty income from relatedmembers that was subtracted on line 17 of

Schedule B.LINE 2f - OTHER BUSINESSRECEIPTSAll other business receipts earned by the tax-payer within New York City are allocable toNew York City. Business receipts are not con-sidered to have been earned by the taxpayer inNew York City solely by reason of the fact thatthey were payable in New York City or actuallywere received in New York City. Receipts fromsales of capital assets (property not held by thetaxpayer for sale to customers in the regularcourse of business) are not business receipts.Do not include payments for the use of intangi-bles from related members that were subtractedon line 17 of Schedule B.The following are also business receipts and areallocable to New York City.� receipts from the sale of real property held

by the taxpayer as a dealer for sale to cus-tomers in the regular course of business,provided the real property was situated inNew York City

� receipts from sales of intangible personalproperty included in business capital heldby the taxpayer as a dealer for sale to cus-tomers in the regular course of business,provided the sales were made in New YorkCity or through a regular place of businessin New York City

Payroll FactorLINE 3a - WAGESAND SALARIESEmployees within New York City generally in-clude all employees, except general executive of-ficers, regularly connected with or working out ofan office or place of business maintained by thetaxpayer within New York City. For more infor-mation, please see 19 RCNYSection 11-66(a)(4).General executive officers include the chairman,president, vice-president, secretary, assistant sec-retary, treasurer, assistant treasurer, comptroller,and any other officer charged with the generalexecutive affairs of the corporation. An execu-tive officer whose duties are restricted to terri-tory either inside or outside of NewYork City isnot a general executive officer.

WEIGHTED FACTORALLOCATIONLINE 4aThose taxpayers using the weighted factor allo-cation should add the values from lines 1h, 2iand 3c.

LINE 4bDivide line 4a by 100 if no factors are missing. Ifa factor is missing, divide line 4a by the total ofthe weights of the factors present. Note that afactor is not missing merely because its numera-tor is zero, but is missing if both its numerator

Instructions for Form NYC-3L - 2012 Page 15

and denominator are zero. Enter as a percentage.Round to the nearest one hundredth of a percent-age point.

LINE 5 - BUSINESS ALLOCATIONPERCENTAGECorporations using the weighted factor alloca-tion method should enter the amount from line4b. Aviation corporations and corporations op-erating vessels should complete Schedule I(Business Allocation for Aviation Corporationsand Corporations Operating Vessels) and enterthe percentage from Part 1 and 2 on Schedule H,line 5.

SCHEDULE IBusiness Allocation for Aviation Corporationsand Corporations Operating VesselsPart 1 - Aviation CorporationsA taxpayer principally engaged in the conductof aviation is required to determine the portion ofthe entire net income to be allocated within theCity by multiplying its business income by abusiness allocation percentage which is equal tothe arithmetic average of the three percentagesfrom part 1, lines 2, 4 and 6.Line 1“Aircraft arrivals and departures” means thenumber of landings and takeoffs of the aircraftof an aviation corporation and the number ofair pickups and deliveries by such aircraft. Ar-rivals and departures solely for maintenanceor repair, refueling (where no debarking orembarking of traffic occurs), or arrivals anddepartures in the event of emergency situa-tions should not be included in computing thispercentage.

Line 3“Revenue tons handled” by an aviation corpo-ration at an airport means the weight, in tons,of revenue passengers (at two hundred poundsper passenger) and revenue cargo first re-ceived either as originating or connecting traf-fic, or finally discharged by such corporationat such airport.

Line 5“Originating revenue” means revenue to anaviation corporation from the transportationof revenue passengers and revenue propertyfirst received by such corporation at an airportas either originating or connecting traffic.

Line 8Transfer the percentage from part 1, line 8 toSchedule H, line 5.

Part 2 - Corporations Operating VesselsA taxpayer principally engaged in the operationof vessels is required to determine the portion ofentire net income to be allocated within the Cityby multiplying its business income by a businessallocation percentage determined by dividing theaggregate number of working days of the vesselsit owns or leases in territorial waters of the City

during the period covered by its report by the ag-gregate number of working days of all the ves-sels it owns or leases during the period.Complete part 2.Line 1“Working days” means days during which avessel is sufficiently manned for the carriageof persons or cargo or during which it hascargo aboard. The working time in NewYorkCity territorial waters and the working timeeverywhere shall be computed for each vesselin hours and minutes. At the end of the year,such time shall be totalled for all vessels andthe sum converted into days.

Line 2Transfer the percentage from part 2, line 2 toSchedule H, line 5.

SCHEDULE JAdditional Required InformationAll questions must be answered.Question 1In reporting the "NYC principal business activ-ity," give the one activity that accounts for thelargest percentage of total receipts. Total re-ceipts means gross receipts plus all other income.State the broad field of business activity as wellas the specific product or service (e.g., miningcopper, manufacturing cotton broad woven fab-ric, wholesale meat, retail men’s apparel, exportor import chemicals, real estate rental, or real es-tate operation of motel).Question 2If the corporation is included in a consolidatedfederal return, give the name of the common par-ent corporation filing the consolidated return.Question 3If the corporation is included in a NewYork CityCombined General Corporation Tax Return, givethe name of the corporation that is a member ofthe combined group and owns or controls, di-rectly or indirectly, substantially all of the capitalstock of each other member of the combinedgroup. If no corporation that is part of the com-bined group satisfies this requirement, give thename of the person or corporation that owns orcontrols, directly or indirectly, substantially allof the capital stock of all the members of thecombined group.Question 10If you answer “yes” to question a, attach a sep-arate sheet providing street address, borough,block and lot number of such property. If youanswer “yes” to question b, c or d, completequestions 11 and 12.A controlling interest in the case of a corporationmeans:� 50% or more of the total combined voting

power of all classes of stock of such corpo-ration, or

� 50% or more of the total fair market valueof all classes of stock of such corporation.

Question 13If you answer “yes” to question 13, no portionof the income, gain, loss, deduction or capital ofa QSSS is permitted to be included in a separatereport filed by the S corporation parent. TheQSSS must file a separate General CorporationTax report. See Finance Memorandum 99-3.

SCHEDULE KFederal Return InformationIf the corporation files as a member of a federalconsolidated group or files as an S Corporation,enter the information as it appears on its pro-forma federal return. If the corporation files aseparate return, enter the information appearingon the federal 1120 filed with the IRS.

PREPAYMENTS SCHEDULEEnter the payment date and the amount of allprepayments made for this tax period.For interest calculations and account informa-tion, call 311. If calling from outside of the fiveNYC boroughs, please call 212-NEW-YORK(212-639-9675).

You can also visit the Finance website atnyc.gov/finance

PRIVACYACT NOTIFICATIONThe Federal Privacy Act of 1974, as amended,requires agencies requesting Social SecurityNumbers to inform individuals from whom theyseek this information as to whether compliancewith the request is voluntary or mandatory, whythe request is being made and how the informa-tion will be used. The disclosure of Social Secu-rity Numbers for taxpayers is mandatory and isrequired by section 11-102.1 of the Administra-tive Code of the City of New York. Such num-bers disclosed on any report or return arerequested for tax administration purposes andwill be used to facilitate the processing of tax re-turns and to establish and maintain a uniformsystem for identifying taxpayers who are or maybe subject to taxes administered and collected bythe Department of Finance, and, as may be re-quired by law, or when the taxpayer gives writtenauthorization to the Department of Finance foranother department, person, agency or entity tohave access (limited or otherwise) to the infor-mation contained in his or her return.

Instructions for Form NYC-3L - 2012 Page 16

NYC-3L Instructions - 2012