IMPORTANT INFORMATION CONCERNING FORM NYC-200V AND PAYMENT OF TAX DUE

Transcription

1 Instructions for Form NYC-3L Genera Corporation Tax Return For fisca years beginning in 2013 or for caendar year 2013 Hi g h i g h t s of Recent Tax Law Changes for Corporations NEW YORK CITY DEPARTMENT OF FINANCE Royaty payments -- For tax years beginning on or after January1, 2013, the Genera Corporation Tax has been amended to change the treatment of royaty payments to reated members. Under prior aw, taxpayers who made royaty payments to reated entities were required to add back the amount of the payments to taxabe income if those payments were deducted when cacuating federa taxabe income and if the royaty recipient, under certain conditions, coud excude the royaty income. Ad. Code section (8)(n), as amended, eiminates the income excusion previousy aowed to certain royaty recipients and increases to four the number of exceptions to the add-back requirement. Part E of Chapter 59 of the Laws of 2013, 10. For more information, see Royaty Payments to Reated Members, beow. Loca Law 67 of 2009, as amended, added section (21) to the Ad. Code, which provides a new biotechnoogy credit for tax years 2010 through 2015 to certain quaified emerging technoogy companies for certain costs and expenses incurred. Section 2 of Chapter 201 of the Laws of 2009 provides for a phase-in of singe factor aocation over 10 years beginning in For taxabe years beginning in 2013, the business aocation factor wi be a weighted average composed of 16.5% of New York City property over tota property, 16.5% of New York City wages over tota wages and 67% of New York City receipts over tota receipts. For taxabe years beginning after 2010, the eection to doube-weight the gross income percentage for manufacturers is no onger avaiabe. Note: The phase-in of singe factor aocation is now more advantageous than doube-weighting. Section 17 of Chapter 201 of the Laws of 2009 repaced the $300 fixed doar minimum tax under the Genera Corporation Tax ( GCT ) with a siding scae fixed doar minimum tax based on receipts aocated to New York City for tax years beginning after See Ad Code (1)(E)(a)(4) as amended. Mandatory Combination A 2009 amendment now requires the mandatory combination of reated GCT taxpayers with substantia intercorporate transactions, regardess of the transfer price used in the intercorporate transactions. See Ad Code (4), as amended by section 4 of Chapter 201 of the Laws of For more information see the instructions for Form NYC-3A. The aw was changed in 2009 to add back the Metropoitan Commuter Transportation Mobiity Tax ( MTA Payro Tax ) under Artice 23 of the New York State Tax Law. GCT taxpayers must add back the MTA Payro Tax to the extent it was deducted in computing federa taxabe income. See Ad Code (8)(b)(19) as added by section 17 of Part C of Chapter 25 of the Laws of Termination of GCT tax status under Gramm-Leach-Biey transition rues - The aw was amended in 2009 to provide conditions under which corporations subject to tax under the Genera Corporation Tax (GCT) as a resut of the transition rues reating to the Gramm-Leach-Biey provisions wi no onger be taxabe under the GCT. If any of the conditions exist or occur in a tax year beginning on or after January 1, 2009, such a corporation wi be taxabe under the Banking Corporation Tax (BCT), rather than the GCT, as of the first day of the tax year in which the condition appied. Administrative Code section (m), as added by Chapter 201 of the Laws of 2009, section 32. Captive Rea Estate Investment Trusts (REITs) and Reguated Investment Companies (RICs) - For tax years beginning on or after January 1, 2009, the aw has been changed concerning the tax treatment of captive REITs and RICs, that is, those where more than 50% of the voting stock is owned or controed, directy or indirecty, by a singe corporation. Under those changes, if a corporation subject to the GCT directy owns over 50% of the voting stock of a captive REIT or RIC or is the cosest controing sharehoder of the voting stock of a captive REIT or RIC, the REIT or RIC may be subject to the GCT and required to be incuded in a GCT combined return with that corporation. Chapter 201, section 9 of the Laws of For more information, see Captive Rea Estate Investment Trusts (REITs) and Reguated Investment Companies (RICs), beow. For purposes of the New York City Unincorporated Business Tax, Genera Corporation Tax and Banking Corporation Tax, the City has decouped from the federa bonus depreciation aowed under the Economic Stimuus Act of 2008 and subsequent reated egisation, except with respect to the depreciation deductions aowed with respect to quaified New York iberty zone property and quaified property paced in service in the Resurgence Zone (generay the area in the borough of Manhattan south of Houston Street and north of Cana Street). For City tax purposes, depreciation deductions for a other quaified property must be cacuated as if the property was paced in service prior to September 11, Loca Law 17 of See Form NYC-399Z and Finance Memorandum 13-1, Appication of IRC Section 280F Limits to Sports Utiity Vehices for more information. For tax years beginning after 2006, taxpayers with (1) gross income, as defined under 61 of the Interna Revenue Code, of ess than $250,000, (2) a business aocation of 100%, and (3) no investment capita or income, or subsidiary capita or income are exempt from having to determine the aternative tax on capita and the aternative tax on entire net income pus compensation. See section (1)(I) of the Administrative Code of the City of New York, as added by Chapter 491 of the Laws of If a taxpayer meets these criteria and is otherwise eigibe to fie Form NYC-4S, the taxpayer may be eigibe to use Form NYC-4S-EZ. To determine if you can use Form NYC-4S-EZ, see the instructions for that form. Taxpayers who meet the three criteria noted above but are not eigibe to fie a Form NYC-4S-EZ must use Form NYC-3L but need not cacuate the aternative tax on capita and the aternative tax on entire net income pus compensation. For purposes of computing entire net income for City purposes, corporations, other than New York State S corporations, that meet the three requirements isted above may eect to use the sum of New York State entire net income and any deductions taken for the taxabe year in computing federa taxabe income for Genera Corporation Tax paid or accrued. IMPORTANT INFORMATION CONCERNING FORM NYC-200V AND PAYMENT OF TAX DUE Payments may be made on the NYC Department of Finance website at nyc.gov/finance, or via check or money order. If paying with check or money order, do not incude these payments with your New York City return. Checks and money orders must be accompanied by payment voucher form NYC-200V and sent to the address on the voucher. Form NYC-200V must be postmarked by the return due date to avoid ate payment penaties and interest. See form NYC-200V for more information.

2 Instructions for Form NYC-3L Page 2 GENERAL INFORMATION S CORPORATIONS An S corporation is subject to the Genera Corporation Tax (GCT) and must fie either Form NYC-4S, NYC-4S-EZ or NYC-3L, whichever is appicabe. Under certain imited circumstances, an S corporation may be permitted or required to fie a combined return. See, e.g., Finance Memorandum 99-3 for information regarding the treatment of quaified subchapter S subsidiaries. Federa S corporation taxpayers must now compete the new form NYC-ATT- S-CORP, Cacuation of Federa Taxabe Income for S Corporations and incude it with their GCT fiing. For more information see Form NYC-ATT-S-CORP. CORPORATION DEFINED Unincorporated entities eecting to be treated as associations taxabe as corporations for federa income tax purposes pursuant to the check-the-box rues under IRC 7701(a)(3) are treated as corporations for City tax purposes and are not subject to the Unincorporated Business Tax. Eigibe entities having a singe owner disregarded as a separate entity under the check-the-box rues and treated as either a soe proprietorship or a branch for federa tax purposes wi be simiary treated for City tax purposes. See Finance Memorandum 99-1 for additiona information. Royaty Payments to Reated Members For tax years beginning on or after January 1, 2013, the Genera Corporation Tax has been amended to change the treatment of royaty payments to reated members. Under prior aw, taxpayers who made royaty payments to reated entities were required to add back the amount of the payments to taxabe income if they were deducted when cacuating federa taxabe income. To avoid doube taxation, if the royaty recipient was aso a New York taxpayer, the statute aowed the recipient to excude the royaty income if the reated member added back the deduction for the royaty payment expense. Ad. Code section (8)(n), as amended, eiminates the income excusion previousy aowed to certain royaty recipients. It aso modifies the two previous exceptions to the add-back requirement and adds two additiona exceptions. Those four exceptions generay can appy in foowing situations (for additiona conditions that must be met, see the Ad. Code sections indicated beow): If a or part of the royaty payment a reated member received was then paid to an unreated third party during the tax year, that portion of the payment wi be exempt if the transaction giving rise to the origina royaty payment to the reated member was undertaken for a vaid business purpose, and the reated member was subject to tax on the royaty payment in this city or another city within the United States or a foreign nation or some combination thereof (Ad. Code section (8)(n)(2)(B)(i)); If the taxpayer's reated member paid an aggregate effective rate of tax on the royaty payment, to this city or another city within the United States or some combination thereof, that is not ess than 80 percent of the rate of tax that appied to the taxpayer under Ad. Code section for the tax year (Ad. Code section (8)(n)(2)(B)(ii)); If the reated member is organized under the aws of a foreign country that has a tax treaty with the United States, the reated member s income from the transaction was taxed in such country at an effective rate of tax at east equa to that imposed by this city, and the transaction giving rise to the royaty was undertaken for a vaid business purpose and refected an arm's ength reationship. (Ad. Code section (8)(n)(2)(B)(iii)); or If the taxpayer and the Department of Finance agree to aternative adjustments that more appropriatey refect the taxpayer's income. (Ad. Code section (8)(n)(2)(B)(iv)). The aw as amended aso defines the term reated member by inking it to the definition in Interna Revenue Code section 465(b)(3)(c), but substituting 50 percent for the 10 percent ownership threshod. FOR TAXPAYERS CLAIMING A NET OPERATING LOSS DEDUCTION Taxpayers caiming a deduction for a Net Operating Loss must compete the new form NYC- NOLD-GCT, Net Operating Loss Computation and incude it with their GCT fiing. For more information see Form NYC-NOLD-GCT. REPLACEMENT OF $300 FIXED DOLLAR MINIMUM TAX WITH FIXED DOLLAR MINIMUM TAX BASED ON ALLOCATED RECEIPTS For tax years beginning after 2008, the $300 fixed doar minimum tax has been repaced with a siding scae fixed doar minimum tax based on receipts aocated to New York City. The siding scae is the same as the one used to determine the fixed doar minimum tax under the New York State Franchise Tax, but the receipts used to determine the fixed doar minimum tax are receipts aocated to the City instead of receipts aocated to New York State, as is done under the Franchise Tax. The amount of City receipts for this purpose is the same as the amount used for determining the taxpayer s business aocation percentage. See Ad Code (1)(E)(a)(4) as amended by Ch. 201, 17, of the Laws of TRANSITIONAL PROVISIONS RELAT- ING TO THE ENACTMENT OF THE GRAMM-LEACH-BLILEY ACT OF 1999 Existing Corporations Except for a banking corporation described in paragraphs (1) through (8) of Ad. Code section (a) (see Form NYC-1, Instructions, "Who Must Fie" items A through C), for taxabe years beginning after 1999 and before 2001, a corporation that was in existence before January 1, 2000, was taxabe under the same tax (either GCT or NYC Banking Corporation Tax (BCT)) as appied to it for its ast taxabe year beginning before January 1, For this purpose, a corporation was considered to have been subject to a tax prior to 2000 if it was not a taxpayer but was propery incuded in a combined report fied by another corporation under that tax. A corporation that was in existence prior to 2000 but first became subject to tax after 2000 is considered to have been subject to whichever tax, GCT or BCT, woud have appied based on its activities had it been a taxpayer prior to The transitiona provisions reating to the Gramm-Leach-Biey Act of 1999 with respect to existing corporations have been extended to appy to each tax year foowing As a resut, existing corporations to which the transitiona rues appy remain required to be taxed under the same tax, GCT or BCT, that appied for the preceding years. See Ad. Code (h)-() for more information. The transition rues were most recenty extended to require that a corporation that was in existence before January 1, 2012, be taxed in years beginning after 2011 and before 2015 under the tax, either the GCT or BCT, that appied to it for the ast year beginning before However, for years beginning after 2011, ony corporations that meet the definition of a banking corporation in Ad. Code section (a) (see Who Must Fie, beow) wi be aowed to remain subject to the Bank Tax under the transitiona provisions. Ad. Code ()(1) as ast amended by Ch. 59, Part R, 3 of the Laws of Newy-Formed Corporations A corporation formed on or after January 1, 2000, and before January 1, 2001, was permitted to eect to be subject to either the GCT or BCT for its first taxabe year beginning after 1999 and before 2001 provided either: the corporation was a financia subsidiary, or at east 65% of the corporation's voting stock is owned or controed, directy or indirecty, by a financia hoding com-

3 Instructions for Form NYC-3L Page 3 pany, and the corporation is principay engaged in activities described in sections 4(k)4 or 4(k)5 of the Bank Hoding Company Act of 1956, as amended, or described in reguations promugated under that section. A financia subsidiary is a corporation whose voting stock is 65% or more owned or controed, directy or indirecty, by a banking corporation (incuding a corporation that has eected to be subject to the BCT under these transition rues) described in paragraphs (1) through (3) of Ad. Code section (a) and described in 12 USCS section 24a or section 46 of the Federa Deposit Insurance Act. A financia hoding company is a corporation that has fied with the Federa Reserve Board a written decaration of its eection to be a financia hoding company under section 4(i) of the Bank Hoding Company Act of 1956, as amended, provided the Federa Reserve Board has not found that eection to be ineffective. An eection by a newy-formed corporation under this provision must have been made on or before the due date for fiing its return for the appicabe year, incuding extensions, and was made by fiing the return required under the appropriate tax. The eection is irrevocabe. The transitiona provisions reating to the Gramm-Leach-Biey Act of 1999 with respect to newy-formed corporations have been extended to appy to each tax year foowing As a resut, a newy-formed corporation is permitted to eect to be taxed under either the GCT or BCT for its first tax year if it meets the requirements described above. See Ad. Code 640(h)-() for more information. The transition rues were most recenty extended to permit a quaifying corporation formed on or after January 1, 2012, and before January 1, 2015, to eect to be taxed under either the GCT or BCT for its first tax year beginning after 2011 and before Ad. Code ()(2) as ast amended by Ch. 59, Part R, 3 of the Laws of However, see the section entited Termination of GCT Tax Status under Transitiona Provisions, beow, for changes to the aw appicabe to tax years beginning on or after January 1, 2009, and a description of when a corporation wi no onger be taxabe under the GCT. Combined Fiing under Transitiona Provisions A bank hoding company doing business in the City that, during a taxabe year beginning after 1999 and before 2015, registers for the first time as a bank hoding company under the Bank Hoding Company Act of 1956, as amended, and eects to be a financia hoding company, may fie a combined report under the BCT for such year with one or more banking corporations doing business in the City and 65% or more owned or controed, directy or indirecty, by that bank hoding company without seeking permission from the Commissioner. In addition, such bank hoding company may, without seeking the Commissioner's permission: (i) incude in a combined report fied for a subsequent year beginning after 1999 and before 2015 any eigibe banking corporation that, for the first time in such subsequent year, either is doing business in the City or meets the above ownership requirements; and (ii) eiminate from a combined report fied in any such subsequent year any corporation no onger meeting the requirements for combination in such subsequent year. Except as provided above, the permission of the Commissioner is required for any such bank hoding company to cease to fie on a combined basis, eect to fie on a combined basis or make any changes to the composition of the group of corporations fiing on a combined basis for any subsequent year. Ad Code (f)(2)(iv). Termination of GCT Tax Status under Transitiona Provisions The aw was changed in 2009 to provide conditions under which corporations subject to tax under the GCT as a resut of the transition rues reating to the Gramm-Leach-Biey provisions (both existing and newy-formed corporations as described above) wi no onger be taxabe under the GCT. If any of the conditions set out beow exist or occur in a tax year beginning on or after January 1, 2009, such a corporation wi be taxabe under the BCT, rather than the GCT, as of the first day of the tax year in which the condition appied: The corporation ceases to be a taxpayer under the GCT. The corporation becomes subject to the fixed doar minimum tax under Ad. Code section (1)(E)(a)(4). The corporation has no wages or receipts aocabe to New York City pursuant to Ad. Code section (3) or is otherwise inactive. However, this condition does not appy to a corporation that is engaged in the active conduct of a trade or business, or substantiay a of the assets of which are stock and securities of corporations that are directy or indirecty controed by it and are engaged in the active conduct of a trade or business. 65% or more of the voting stock of the corporation becomes owned or controed directy by a corporation that acquired the stock in a transaction (or series of reated transactions) that quaifies as a purchase within the meaning of Interna Revenue Code section 338(h)(3), uness both corporations, immediatey before the purchase, were members of the same affiiated group (as such term is defined in IRC section 1504 without regard to the excusions provided for in 1504(b)). The corporation, in a transaction or series of reated transactions, acquires assets, whether by contribution, purchase, or otherwise, having an average vaue as determined in accordance with Ad. Code section (2) (or, if greater, a tota tax basis) in excess of 40% of the average vaue (or, if greater, the tota tax basis) of a assets of the corporation immediatey before the acquisition and, as a resut of the acquisition, the corporation is principay engaged in a business that is different from the business immediatey before the acquisition (provided that such different business is described in Ad. Code section (a)(9)(i) or (ii)). See Ad. Code section (m). CAPTIVE REAL ESTATE INVESTMENT TRUSTS (REITS) AND REGULATED IN- VESTMENT COMPANIES (RICS) Captive REITs and RICs For tax years beginning on or after January 1, 2009, the aw has been amended to provide that a captive REIT or RIC must generay be incuded in a combined report under the Genera Corporation Tax (GCT) or Banking Corporation Tax (BCT). Under new Ad. Code (12), a REIT or RIC is a captive REIT or RIC if more than 50% of its voting stock is owned or controed, directy or indirecty, by a singe corporation. Any voting stock hed in a segregated asset account of a ife insurance corporation as described in Interna Revenue Code section 817 is not taken into account for the purpose of determining the percentage of stock ownership. As expained more beow, if a corporation subject to the GCT directy owns over 50% of the voting stock of a captive REIT or RIC or is the cosest controing sharehoder of a captive REIT or RIC, then the captive REIT or RIC must be incuded in a combined report under the GCT with that corporation. For these purposes, the cosest controing stockhoder means the corporation: (a) that indirecty owns or contros over 50% of the voting stock of a captive REIT or RIC, (b) is subject to tax under the GCT or BCT or otherwise required to be incuded in a combined report or report under the GCT or BCT, and (c) is the fewest tiers of corporations away in the ownership structure from the captive REIT or RIC. If a captive REIT or RIC is required to be incuded in a combined report under the GCT, it wi be subject to tax under the GCT. Ad. Code (4)(a)(5). Note that if a captive REIT or RIC is required to be incuded in a combined report under the BCT, it wi not be subject to tax under the GCT, and, as a resut, must fie an NYC-1 report. Ad.

4 Instructions for Form NYC-3L Page 4 Code section (d). Further, the Gramm-Leach-Biey transitiona provisions do not appy to a captive REIT or RIC required to be incuded in a combined report under the BCT as provided by Ad. Code section (g)(4). Requirement to be Incuded in a Combined Report under the GCT A captive REIT or RIC must be incuded in a combined report under the GCT under the foowing conditions: (1) A captive REIT or RIC must be incuded in a combined report with the corporation that directy owns or contros over 50% of the voting stock of the captive REIT or RIC if that corporation is subject to tax or required to be incuded in a combined report under the GCT. (2) If over 50% of the voting stock of a captive REIT or RIC is not directy owned or controed by a corporation that is subject to tax or required to be incuded in a combined report under the GCT, then the captive REIT or RIC must be incuded in a combined report with the corporation that is the cosest controing stockhoder of the captive REIT or RIC. If the corporation that is the cosest controing stockhoder is subject to tax or required to be incuded in a combined report under the GCT, then the captive REIT or RIC must be incuded in a combined report under the GCT. (3) If the corporation that directy owns or contros the voting stock of the captive REIT or captive RIC is described as a corporation that is not permitted to make a combined report as provided in Ad. Code section (4)(a)(1), (a)(2) or (a)(4), then the captive REIT or captive RIC must determine the cosest controing sharehoder under Ad. Code section (4)(a)(5)(iii) to be incuded in a combined report with that corporation. If the corporation that is the cosest controing stockhoder of the captive REIT or captive RIC is a corporation not permitted to make a combined report, then that corporation is deemed to not be in the ownership structure of the captive REIT or captive RIC, and the cosest controing stockhoder wi be determined under Ad. Code section (4)(a)(5)(iii) without regard to that corporation. (4) If a captive REIT owns the stock of a quaified REIT subsidiary (as defined in IRC section 856(i)(2)), then the quaified REIT subsidiary must be incuded in any combined report required to be made by the captive REIT that owns its stock. (5) If a captive REIT or RIC is required by any of the conditions set out herein to be incuded in a combined report with another corporation, and that other corporation is required to be incuded in a combined report with another corporation under other provisions of Ad. Code (4)(a), the captive REIT or RIC must be incuded in that combined report with those corporations. (6) If a captive REIT or RIC is not required to be incuded in a combined report or report under the GCT (Ad. Code (4)(a)(5)) or BCT (Ad. Code (f)), then the corporation wi be required to fie a combined report if it either meets the substantia intercorporate transactions requirement provided in Ad. Code (4)(a) or the inter-company transactions or agreement, understanding, arrangement or transaction requirement of Ad Code (4)(a)(3) is satisfied and more than 50% of the voting stock of the captive REIT or the captive RIC and substantiay a of the capita stock of that other corporation are owned and controed, directy or indirecty, by the same corporation. Computation of Tax for Captive REITs and RICs In the case of a combined report under the GCT, the tax is measured by the combined entire net income or combined capita of a the corporations incuded in the report, incuding any captive REIT or RIC. In the case of a captive REIT or RIC that must be incuded in a combined report, the entire net income of the captive REIT must be computed under Ad. Code (7) and the entire net income of a captive RIC must be computed under Ad. Code (8). In computing entire net income, the deduction under the IRC for dividends paid by the captive REIT or RIC to any member of the affiiated group that incudes the corporation that directy or indirecty owns over 50% of the voting stock of the captive REIT or RIC must be added back to the federa taxabe income of the captive REIT or RIC for tax years beginning on or after January 1, The term affiiated group is defined in IRC section 1504 without regard to the exceptions of 1504(b). CORPORATIONS REQUIRED TO FILE FORM NYC-3L A corporation (as defined in Section of the New York City Administrative Code) doing business, empoying capita, or owning or easing property in a corporate or organized capacity, or maintaining an office in New York City must fie Form NYC-3L and cannot use Form NYC-4S if: 1) it carries on business both inside and outside New York City; 2) it has subsidiary and/or investment capita; 3) it caims an optiona deduction for expenditures reating to air poution contro faciities, as provided in Section (g) of the NYC Admin. Code; 4) it caims a modification with respect to gain arising from the sae of certain property, as provided in Section (h) of the NYC Admin. Code; 5) it is a rea estate investment trust quaified under Sections 856 and 857 of the Interna Revenue Code (see section of the NYC Admin. Code); 6) it entered into a safe harbor ease transaction under provisions of the Interna Revenue Code as it was in effect for agreements entered into prior to January 1, 1994; 7) it caims a credit for saes and compensating use taxes paid in the current year or is required to adjust its current Genera Corporation Tax as a resut of credits caimed in prior years. See the instructions to Form NYC-9.5 and the instructions for Schedue B, ines 6a and 14 for more information. 8) it caims a credit for increased rea estate tax payments made to a andord in connection with the reocation of empoyment opportunities to New York City, as provided in Section of the NYC Admin. Code; 9) it caims a credit for certain costs or expenses incurred in reocating empoyment opportunities to New York City, as provided in Sections , , b or of the NYC Admin. Code. See Instr. to Forms NYC- 9.5, NYC-9.6 and NYC-9.8; 10) it caims a modification with respect to wages and saaries disaowed as a deduction for federa income tax purposes (work incentive/jobs credit provisions), as provided in Section (a)(7) of the NYC Admin. Code; 11) either separatey or as a member of a partnership, it is engaged in an insurance business as a member of the New York Insurance Exchange; 12) it is a Reguated Investment Company as defined in Section 851 of the Interna Revenue Code (see section of the NYC Admin. Code); 13) it is a Domestic Internationa Saes Corporation (DISC) or a Foreign Saes Corporation; 14) it caims a credit for New York City Unincorporated Business Tax paid by a partnership in which it is a partner as provided in Section of the NYC Admin. Code; 15) it wi be incuded in a combined report (Form NYC-3A);

5 Instructions for Form NYC-3L Page 5 16) it is required by NYC Admin. Code section (n) to add back payments for the use of intangibes made to reated members; 17) it caims a deduction pursuant to section 199 of the Interna Revenue Code (Income Attributabe to Domestic Production Activities) on its federa tax return; or 18) it caims the biotechnoogy credit, a credit avaiabe under NYC Admin. Code section to certain quaified emerging technoogy companies for certain costs and expenses incurred. The foowing are NOT required to fie a Genera Corporation Tax Return: a) A dormant corporation that did not at any time during its taxabe year engage in any activity or hod tite to rea property ocated in New York City b) A nonstock corporation, organized and operated excusivey for nonprofit purposes and not engaged in substantia commercia activities, that has been granted an exemption by the Department of Finance c) Corporations subject to taxation under Part 4 of Subchapter 3 of Chapter 6, Tite 11 (Banking Corporations) or under Chapter 11, Tite 11 (Utiity Corporations) of the NYC Admin. Code are not required to fie Genera Corporation Tax returns. However, corporations that are subject to tax under Chapter 11 as vendors of utiity services are subject to the Genera Corporation Tax in accordance with section of the NYC Admin. Code and must fie a return. d) A imited profit housing corporation organized and operating pursuant to the provisions of Artice Two of the Private Housing Finance Law e) Insurance corporations f) A Housing Deveopment Fund Company (HDFC) organized and operating pursuant to the provisions of Artice 11 of the Private Housing Finance Law g) Organizations organized excusivey for the purpose of hoding tite to property as described in Sections 501(c)(2) or (25) of the Interna Revenue Code h) An entity treated as a Rea Estate Mortgage Investment Conduit (REMIC) for federa income tax purposes. (Hoders of interests in a REMIC remain taxabe on such interests or on the income thereon.) i) Corporations principay engaged in the conduct of a ferry business and operating between any of the boroughs of the City under a ease granted by the City j) A corporation principay engaged in the conduct of an aviation, steamboat, ferry or navigation business, or two or more such businesses, provided that a of the capita stock of the corporation is owned by a municipa corporation of New York k) Bank hoding corporations fiing on a combined basis in accordance with Section (f) of the NYC Admin. Code ) Corporations principay engaged in the operation of marine vesses whose activities in the City are imited excusivey to the use of property in interstate or foreign commerce m) Foreign corporations that are exempt under the provisions of Pubic Law See 19 RCNY Section (b)(11). n) For taxabe years beginning on or after January 1, 1998, an aien corporation if its activities in the City are imited soey to investing or trading in stocks and securities for its own account within the meaning of IRC 864(b)(2)(A)(ii) or investing or trading in commodities for its own account within the meaning of IRC 864(b)(2)(B)(ii) or any combination of these activities. See NYC Admin. Code a. NOTE:A corporation that has an officer, empoyee, agent or representative in the City and that is not subject to the Genera Corporation Tax is not required to fie a Form NYC-3L, NYC-3A, NYC-4S or NYC-4S-EZ but must fie a Form NYC-245 (Section of the NYC Admin. Code). WHEN AND WHERE TO FILE The due date for fiing is on or before March 17, 2014 or, for fisca year taxpayers, on or before the 15th day of the 3rd month foowing the cose of the fisca year. Specia short-period returns: If this is NOT a fina return and your federa return covered a period of ess than 12 months as a resut of your joining or eaving a federa consoidated group or as a resut of a federa IRC 338 eection, this return generay wi be due on the due date for the federa return and not on the date noted above. Check the box on the front of the return. A returns, except refund returns: NYC DEPARTMENT OF FINANCE GENERAL CORPORATION TAX P.O. BOX 5564 BINGHAMTON, NY Remittances - Pay onine with Form NYC- 200V at nyc.gov/finance, or Mai payment and Form NYC-200V ony to: NYC Department of Finance P.O. Box 3646 New York, NY Returns caiming refunds: NYC DEPARTMENT OF FINANCE GENERAL CORPORATION TAX P.O. BOX 5563 BINGHAMTON, NY AUTOMATIC EXTENSIONS An automatic extension of six months for fiing this return wi be aowed if, by the origina due date, the taxpayer fies with the Department of Finance an appication for automatic extension on Form NYC-EXT and pays the amount propery estimated as its tax. See the instructions for Form NYC-EXT for information regarding what constitutes a proper estimated tax for this purpose. Faiure to pay a proper estimated amount wi resut in a denia of the extension. A taxpayer with a vaid six-month automatic extension fied on Form NYC-EXT may request up to two additiona three-month extensions by fiing Form NYC-EXT.1. A separate Form NYC-EXT.1 must be fied for each additiona three-month extension. Mai Forms NYC-EXT and EXT.1 to the address indicated on those forms. FINAL RETURNS If a corporation ceases to do business in New York City, the due date for fiing a fina Genera Corporation Tax Return is the 15th day after the due date of the cessation (Section of the NYC Admin. Code). Corporations may appy for an automatic six-month extension for fiing a fina return by fiing Form NYC-EXT, Appication for Automatic 6- Month Extension of Time to Fie Business Income Tax Return. Any tax due must be paid with the fina return or the extension, whichever is fied earier. ACCESSING NYC TAX FORMS By Computer - Downoad forms from the Finance website at nyc.gov/finance By Phone - Order forms by caing 311. If caing from outside of the five NYC boroughs, pease ca 212-NEW-YORK ( ). OTHER FORMS YOU MAY BE REQUIRED TO FILE FORM NYC-EXT - Appication For Automatic 6-Month Extension of Time to Fie Business Income Tax Return. Fie it on or before the due date of the return. FORM NYC-EXT.1 - Appication for Additiona Extension is a request for an additiona three months of time to fie a return. A corporation with a vaid six-month extension is imited to two additiona extensions. FORM NYC Underpayment of Estimated Tax by Corporations wi hep a corporation determine if it has underpaid an estimated tax instament and, if necessary, compute the penaty due. FORM NYC Activities Report of Corporations must be fied by a corporation that has an officer, empoyee, agent or representative in the City but discaims iabiity for the Genera Corporation Tax. FORM NYC Schedue of New York City Depreciation Adjustments is used to compute the aowabe New York City depreciation de-

6 Instructions for Form NYC-3L Page 6 duction if a federa ACRS or MACRS depreciation deduction is caimed for certain property paced in service after December 31, FORM NYC-399Z - Depreciation Adjustments for Certain Post 9/10/01 Property may have to be fied by taxpayers caiming depreciation deductions for certain sport utiity vehices or "quaified property," other than "quaified New York Liberty Zone property," "quaified New York Liberty Zone easehod improvements" and quaified resurgence zone property paced in service after September 10, 2001, for federa or New York State tax purposes. See Finance Memorandum 13-1, Appication of IRC 280F Limits to Sports Utiity Vehices. FORM NYC Decaration of Estimated Tax by Genera Corporations must be fied by any corporation whose New York City tax iabiity can reasonaby be expected to exceed $1,000 for any caendar or fisca tax year. FORM NYC Genera Corporation Tax Report of Change in Tax Base Made by Interna Revenue Service and/or New York State Department of Taxation and Finance is used for reporting adjustments in taxabe income or other basis of tax resuting from an audit of your federa corporate tax return and/or State audit of your State corporate tax return. FORM NYC-CR-A - Commercia Rent Tax Annua Return must be fied by every tenant that rents premises for business purposes in Manhattan south of the center ine of 96th Street and whose annua or annuaized gross rent for any premises is at east $200,000. (Effective June 1, 2001.) FORM NYC-RPT - Rea Property Transfer Tax Return must be fied when the corporation acquires or disposes of an interest in rea property, incuding a easehod interest; when there is a partia or compete iquidation of the corporation that owns or eases rea property; or when there is a transfer of a controing economic interest in a corporation, partnership or trust that owns or eases rea property. FORM NYC-ATT-S-CORP - Cacuation of federa Taxabe Income for S Corporations must be incuded in the GCT fiing of every federa S corporation. FORM NYC-NOLD-GCT - Net Operating Loss Computation must be incuded in the GCT fiing of every GCT taxpayer caiming a net operating oss deduction. If you have deinquent taxes and you are interested in the Vountary Discosure and Compiance Program, pease go to our website at ESTIMATED TAX If the tax for the period foowing that covered by this return is expected to exceed $1,000, a decaration of estimated tax and instament payments are required. Form NYC-400 is to be used for this purpose. If the tax on this return exceeds $1,000, Form NYC-400 wi automaticay be maied to you. If, after fiing a decaration, your estimated tax substantiay increases or decreases as a resut of a change in income, deduction or aocation, you must amend your decaration on or before the next date for an instament payment. The procedure is as foows: Compete the amended schedue of the notice of estimated tax due. (This is your quartery notice for payment of estimated tax.) Mai the bottom portion of the notice aong with your check to: NYC Department of Finance P.O. Box 3922 New York, NY If the amendment is made after the 15th day of the 9th month of the taxabe year, any increase in tax must be paid with the amendment. For more information regarding estimated tax payments and due dates, see Form NYC-400. PENALTY FOR UNDERSTATING TAX If there is a substantia understatement of tax (i.e., if the amount of the understatement exceeds the greater of 10% of the tax required to be shown on the return or $5,000) for any taxabe year, a penaty wi be imposed equa to 10% of the amount of the understated tax. The amount on which you pay the penaty can be reduced by subtracting any item for which (1) there is or was substantia authority for the way in which the item was treated on the return, or (2) there is adequate discosure of the reevant facts affecting the item s tax treatment on the return or in a statement attached to the return. CHANGE OF BUSINESS INFORMATION If there have been any changes in your business name, identification number, biing or maiing address or teephone number, compete Form DOF-1, Change of Business Information. You can obtain this form by caing 311. If caing from outside of the five NYC boroughs, pease ca 212-NEW-YORK ( ). You can aso ogon to nyc.gov/finance. FOREIGN AIRLINES Retroactive to tax years beginning on or after January 1, 1989, foreign airines that have a foreign air carrier permit pursuant to Section 402 of the Federa Aviation Act of 1958 are permitted to excude from entire net income the foowing items: a income from the internationa operation of aircraft, even though effectivey connected with the conduct of a trade or business in the United States income from outside the United States that is derived from the operation of aircraft certain passive income derived from sources outside the United States The above excusions are permitted provided that the foreign country in which the airine is based and organized grants a simiar or greater exemption from tax with respect to United States airines. For more information, see Admin. Code Section (c-1). For taxabe years beginning on or after January 1, 1994, property, receipts and wages, saaries or other persona service compensation directy attributabe to the generation of income described above not incuded in entire net income under Admin. Code Section (c-1) are excuded when cacuating the business aocation percentage. See Admin. Code Section (a) (6). Aso for taxabe years beginning on or after January 1, 1994, in cacuating the tax on business and investment capita of foreign airines, assets (and the iabiities directy or indirecty attributabe to those assets) empoyed in generating the income excuded from entire net income are excuded. (See Admin. Code Sections and ) WIRELESS TELECOMMUNICATIONS SERVICE PROVIDERS Effective for tax periods beginning on and after August 1, 2002, entities who receive eighty percent or more of their gross receipts from charges for the provision of mobie teecommunications services to customers wi be taxed as if they were reguated utiities for purposes of the New York City Utiity Tax and Genera Corporation Tax. Thus, such entities wi be subject to ony the New York City Utiity Tax. The amount of gross income subject to tax has been amended to conform to the Federa Mobie Teecommunications Sourcing Act of In addition, for tax years beginning on and after August 1, 2002, partners in any such entity wi not be subject to Genera Corporation Tax on their distributive share of the income of any such entity. SIGNATURE This report must be signed by an officer authorized to certify that the statements contained herein are true. If the taxpayer is a pubicy-traded partnership or another unincorporated entity taxed as a corporation, this return must be signed by a person duy authorized to act on behaf of the taxpayer. TAX PREPARERS Anyone who prepares a return for a fee must sign the return as a paid preparer and enter his or her Socia Security Number or PTIN. (See Finance Memorandum 00-1.) Incude the company or corporation name and Empoyer Identification Number, if appicabe.

7 Instructions for Form NYC-3L Page 7 Preparer Authorization: If you want to aow the Department of Finance to discuss your return with the paid preparer who signed it, you must check the "Yes" box in the signature area of the return. This authorization appies ony to the individua whose signature appears in the "Preparer's Use Ony" section of your return. It does not appy to the firm, if any, shown in that section. By checking the "Yes" box, you are authorizing the Department of Finance to ca the preparer to answer any questions that may arise during the processing of your return. Aso, you are authorizing the preparer to: give the Department any information missing from your return, ca the Department for information about the processing of your return or the status of your refund or payment(s), and respond to certain notices that you have shared with the preparer about math errors, offsets, and return preparation. The notices wi not be sent to the preparer. You are not authorizing the preparer to receive any refund check, bind you to anything (incuding any additiona tax iabiity), or otherwise represent you before the Department. The authorization cannot be revoked; however, the authorization wi automaticay expire no ater than the due date (without regard to any extensions) for fiing next year's return. Faiure to check the box wi be deemed a denia of authority. SPECIFIC INSTRUCTIONS Check the appropriate box on page 1 of this form if, on your federa return: (i) you reported bonus depreciation and/or a first year expense deduction under IRC 179 for "quaified New York Liberty Zone property," "quaified New York Liberty Zone easehod improvements," or "quaified Resurgence Zone property," regardess of whether you are required to fie form NYC-399Z, or (ii) you repaced property invountariy converted as a resut of the attacks on the Word Trade Center during the five (5) year extended repacement period. You must attach federa forms 4562, 4684 and 4797 to this return. See instructions for Schedue B, ines 6d and 16 for more information. Specia Condition Codes At the time this form is being pubished, there are no specia condition codes for tax year Check the Finance website for updated specia condition codes. If appicabe, enter the two character code in the box provided on the form. SCHEDULE A NOTE - ELIGIBLE SMALL FIRMS For tax years beginning after 2006, taxpayers are exempt from having to determine the aternative tax on capita and the aternative tax on the entire net income pus compensation if they have: (1) gross income, as defined under 61 of the Interna Revenue Code, of ess than $250,000, (2) a 100% business aocation percentage, and (3) no investment capita or income or subsidiary capita or income. See section (1)(I) of Administrative Code, as added by L. 2007, ch Those taxpayers are subject to tax on the arger of the tax on entire net income and fixed-doar minimum tax. Therefore, taxpayers meeting these criteria may skip ines 2a, 2b, 2c and ine 3 of Schedue A. The amount entered on ine 6 of Schedue A shoud be the arger of ine 1 or ine 4. These taxpayers are not required to compete Schedue F. Because these taxpayers have a 100% business aocation percentage and are not subject to the tax on capita, these taxpayers aso wi not be required to compete Schedues E or G of this form. In addition, for purposes of computing the tax based on entire net income, eigibe corporations (other than New York State S corporations) can eect to use the sum of New York State entire net income, as determined under New York State Law 208, and any deductions taken for the taxabe year in computing federa taxabe income for Genera Corporation Tax paid or accrued, rather than report the New York City specific modifications normay required to compute New York City taxabe income. Corporations making that eection shoud enter the New York State entire net income on ine 1 of Schedue B, skip ines 2 through 5a of Schedue B, enter the amount of the Genera Corporation Tax deducted on the federa return on ine 5b of Schedue B, skip ines 6 through 18 and enter the sum of ine 1 and ine 5b on ine 19. Computation of Tax LINES 2a AND 2b - TAX ON ALLOCATED CAPITAL For cooperative housing corporations as defined in the Interna Revenue Code, the rate of tax on capita is 4/10 mi (.04%) instead of 1 1/2 mis (.15%). For a other corporations subject to tax, incuding housing companies organized and operating pursuant to Artice Four of the Private Housing Finance Law (other than cooperative housing corporations), the rate of tax on capita is 1 1/2 mis (.15%). Enter the amount from Schedue E, ine 14 in the eft-hand coumn of ine 2a or ine 2b. Mutipy by the appicabe percentage and enter the tax in the right-hand coumn. If the tax amount exceeds $1,000,000, enter $1,000,000. See instructions for Schedue E, ines 7-11 for information on how to cacuate capita for short tax years. A rea estate investment trust ( REIT ) and a reguated investment company ( RIC ), other than a captive REIT or captive RIC that must be incuded in a combined report, are not subject to the aternative tax on capita and shoud not incude any amount on ine 2a. For more on the appication of the aternative tax on capita to captive REITs and RICs, see the instructions under the heading Computation of Tax for Captive REITs and RICs on page 4 of these instructions. LINE 3 - ALTERNATIVE TAX Every taxpayer, other than a REIT or RIC, or taxpayers exempt under section (1)(I) of the Administrative Code as described above, must cacuate its aternative tax and enter its computation on ine 3. To compute the aternative tax, measured by entire net income pus compensation, you may use the worksheet on page 2 of Form NYC-3L. Professiona corporations must cacuate the aternative tax. For specia treatment of Eigibe Sma Firms, see instructions above. ADDITIONAL INFORMATION FOR COMPUTING THE ALTERNATIVE TAX ALTERNATIVE TAX WORKSHEET a) Line 1- Net Income. Enter the amount on Schedue B, ine 19 or 20. If the amount entered on Schedue B, ine 19 is 0 because the amount that woud have been entered on that ine woud have been as a oss (i.e., the amount on Schedue B, ine 18 was greater than the amount on Schedue B, ine 8), enter the amount of this oss on ine 1. b) Line 2 - Saaries. No portion of officers saaries and other compensation is incuded in the aternative tax base. Notwithstanding the foregoing, incude in the aternative tax computation 100% of a saaries and compensation of stockhoders owning more than 5% of the corporation s stock, as deducted for federa tax purposes and reported on Schedue F, regardess of whether such stockhoders are aso officers. In determining whether a stockhoder owns more than 5% of the issued capita stock, incude a casses of voting and nonvoting stock, issued and outstanding. c) Line 3 - Enter on ine 3 the sum of ine 1 and ine 2. d) Line 4 - Enter $40,000. If the return does not cover an entire year, the excusion must be prorated based on period covered by the return. e) Line 6 - The aternative tax measured by

8 Instructions for Form NYC-3L Page 8 entire net income pus compensation is determined by mutipying ine 5 by 15 percent. LINE 4 MINIMUM TAX Enter the amount of New York City Receipts from Schedue H, Coumn A, ine 2g and the Minimum Tax amount from the foowing tabe. If 100% of your business income is to be aocated to the City, enter the tota amount of your business receipts, which shoud be the same as the amount that you woud have had to enter on ine 2g of Schedue H if you had been required to compete that ine. TABLE - FIXED DOLLAR MINIMUM TAX For a corporation with New York City receipts of: Not more than $100, $ 25 More than $100,000 but not over $250, $ 75 More than $250,000 but not over $500, $ 175 More than $500,000 but not over $1,000, $ 500 More than $1,000,000 but not over $5,000, $1,500 More than $5,000,000 but not over $25,000, $3,500 Over $25,000, $5,000 Short Periods - Fixed Doar Minimum Tax Compute the New York City receipts for short periods (tax periods of ess than 12 months) by dividing the amount of New York City receipts by the number of months in the short period and mutipying the resut by 12. The fixed doar minimum tax may be reduced for short periods: Period Reduction Not more than 6 months % More than 6 months but not more than 9 months % More than 9 months None LINE 5 - ALLOCATED SUBSIDIARY CAPITAL Enter the amount from Schedue C, ine 2, Coumn G. If that amount is ess than zero, enter "0". LINE 7 - UBT PAID CREDIT Enter on ine 7 the credit against the Genera Corporation Tax for Unincorporated Business Tax paid by partnerships from which you receive a distributive share or guaranteed payment that you incude in cacuating Genera Corporation Tax iabiity on either the entire net income or income pus compensation base. (Attach Form NYC-9.7.) LINE 8a - CREDITS FROM FORM NYC-9.5 Enter on this ine the foowing credits against the Genera Corporation Tax: 1) Reocation and Empoyment Assistance Program (REAP) credit (Attach Form NYC-9.5.) 2) Saes and compensating use taxes (Refer to instructions on Form NYC-9.5 and attach form.) NOTE: This credit may ony be taken for saes tax paid in the current year for certain purchases in certain prior periods. LINE 8b CREDITS FROM FORM NYC-9.8 Enter on this ine the credit against the Genera Corporation Tax for the Lower Manhattan Reocation and Empoyment Assistance Program. (Attach Form NYC-9.8.) LINE 9a - CREDITS FROM FORM NYC-9.6 Rea estate tax escaation credit and empoyment opportunity reocation costs credit and industria business zone credit (Refer to instructions on Form NYC-9.6 and attach form.) LINE 9b CREDITS FROM FORM NYC-9.10 Enter on this ine the NYC biotechnoogy credit. (Attach Form NYC-9.10.) LINE 11b - FIRST INSTALLMENT PAYMENT Do not use this ine if an appication for automatic extension, Form NYC-EXT, has been fied. The payment of the amount shown at ine 11b is required as payment on account of estimated tax for the 2014 caendar year, if a caendar year taxpayer, or for the taxabe year beginning in 2014, if a fisca year taxpayer. LINE 12 - SALES TAX ADDBACK This ine reates to the Genera Corporation Tax credit for saes and compensating use taxes paid on certain machinery and equipment and/or certain services. If the taxpayer received a credit or refund of any such saes or compensating use taxes during the year covered by this return for which it caimed a Genera Corporation Tax credit in a prior tax period, the amount of such credit or refund must be added back at ine 12. A corresponding adjustment is to be made at ine 14 on Schedue B. (Refer to instructions to ine 14 on Schedue B.) LINE 14 - PREPAYMENTS Enter the sum of a estimated tax payments made for this tax period, the payment made with the extension request, if any, and both the carryover credit and the first instament reported on the prior tax period s return. This figure shoud be obtained from the Composition of Prepayments Schedue on page 2 of Form NYC-3L. LINE 17a - LATE PAYMENT - INTEREST If the tax is not paid on or before the due date (determined without regard to any extension of time), interest must be paid on the amount of the underpayment from the due date to the date paid. For information as to the appicabe rate of interest, ca 311. If caing from outside of the five NYC boroughs, pease ca 212-NEW-YORK ( ) or ogon to nyc.gov/finance. LINE 17b - LATE PAYMENT OR LATE FILING/ADDITIONAL CHARGES a) A ate fiing penaty is assessed if you fai to fie this form when due, uness the faiure is due to reasonabe cause. For every month or partia month that this form is ate, add to the tax (ess any payments made on or before the due date) 5%, up to a tota of 25%. b) If this form is fied more than 60 days ate, the above ate fiing penaty cannot be ess than the esser of (1) $100 or (2) 100% of the amount required to be shown on the form (ess any payments made by the due date or credits caimed on the return). c) A ate payment penaty is assessed if you fai to pay the tax shown on this form by the prescribed fiing date, uness the faiure is due to reasonabe cause. For every month or partia month that your payment is ate, add to the tax (ess any payments made) 1/2%, up to a tota of 25%. d) The tota of the additiona charges in a) and c) may not exceed 5% for any one month except as provided for in b). If you caim not to be iabe for these additiona charges, attach a statement to your return expaining the deay in fiing, payment or both. LINE 17c - PENALTY FOR UNDERPAY- MENT OF ESTIMATED TAX A penaty is imposed for faiure to fie a decaration of estimated tax or for faiure to pay each instament payment of estimated tax due. (For compete detais, refer to Form NYC-222, Underpayment of Estimated Tax by Corporations.) If you underpaid your estimated tax, use Form NYC-222 to compute the penaty. Attach Form NYC-222. If no penaty is due, enter 0 on ine 17c. LINE 21 - TOTAL REMITTANCE DUE If the amount on ine 15 is greater than zero or the amount on ine 19 is ess than zero, enter on ine 21 the sum of ine 15 and the amount, if any, by which ine 18 exceeds the amount on ine 16. After competing this return, enter the

9 Instructions for Form NYC-3L Page 9 amount of your remittance on ine A. A remittances must be payabe in U.S. doars drawn on a U.S. bank. Checks drawn on foreign banks wi be rejected and returned. Remittances must be made payabe to the order of NYC Department of Finance. LINE 22 - NEW YORK CITY RENT If the corporation is carrying on business both inside and outside New York City, compete Schedue G and enter on ine 22 of Schedue A tota rent from Schedue G, part 1. If the corporation is ony carrying on business in New York City, enter the tota rent deducted on the federa return for premises ocated in the City. Rent incudes consideration paid for the use or occupancy of premises as we as payments made to or on behaf of a andord for taxes, charges, insurance or other expenses normay payabe by the andord other than for the improvement, repair or maintenance of the tenant s premises. LINE 24 The amount entered on ine 24 shoud be the same amount entered on ine 1c of the taxpayer's federa Form 1120 (Gross receipts or saes ess returns and aowances). PREPAYMENTS SCHEDULE Enter the payment date and the amount of a prepayments made for this tax period. For interest cacuations and account information, ca 311. If caing from outside of the five NYC boroughs, pease ca 212-NEW- YORK ( ). You can aso visit the Finance website at nyc.gov/finance SCHEDULE B Computation and Aocation of Entire Net Income LINE 1 - FEDERAL TAXABLE INCOME Enter your federa taxabe income (before net operating oss and specia deductions) as required to be reported on your federa tax return. If you fie federa Form 1120, use the amount from ine 28. If you fie federa Form 1120-RIC, see Admin. Code section If you fie federa Form 1120-REIT, see Admin. Code section S corporations and quaified subchapter S subsidiaries (QSSS) must fie returns as ordinary corporations. Federa S corporation taxpayers must compete form NYC-ATT- S- CORP, Cacuation of Federa Taxabe Income for S corporations and incude it with their GCT Form 3L, 4S or 4S- EZ. NOTE: The charitabe contribution deduction from federa Form 1120S, Schedue K, ine 12a may not exceed 10% of the sum of ines 1 through 12d (other than ine 12a) of Schedue K. ELIGIBLE SMALL FIRMS: Eigibe Sma Firms that eect to use New York State entire net income as described on Page 7 of the instructions shoud enter the New York State entire net income on Line 1 of Schedue B, skip ines 2 through 5a of Schedue B, enter the amount of the Genera Corporation Tax deducted on the federa return on ine 5b of Schedue B, skip ines 6 through 18 and enter the sum of Line 1 and ine 5b on ine 19. LINE 2 - NONTAXABLE INTEREST Incude a interest received or accrued which was not taxabe on your federa income tax return. LINES 3 AND 4 - SUBSIDIARY CAPITAL A subsidiary is a corporation which is controed by the taxpayer by reason of the taxpayer s ownership of more than 50% of the tota number of shares of the corporation s voting capita stock, issued and outstanding. The term subsidiary capita means a investments in the stock of subsidiary corporations, pus a indebtedness from subsidiary corporations (other than accounts receivabe acquired in the ordinary course of business for services rendered or from saes of property hed primariy for sae to customers), whether or not evidenced by bonds or other written instruments, on which interest is not caimed and deducted by the subsidiary for purposes of taxation under Tite 11, Chapter 6, Subchapters 2 and 3 of the Admin. Code. If you have a subsidiary, compete ines 3 and 4, and attach a ist of a items incuded. You wi aso have to compete Schedue C. If you do not have a subsidiary, enter 0 on ines 3 and 4. On ine 3, enter tota of amounts, incuding interest expense, deducted in computing federa taxabe income that are directy attributabe to subsidiary capita or to income, gains or osses from subsidiary capita. Incude capita osses from saes or exchanges of subsidiary capita, a other osses, bad debts and any carrying charges attributabe to subsidiary capita. On ine 4, enter a amounts, incuding interest, that are indirecty attributabe to subsidiary capita or to income, gains or osses from subsidiary capita. For more information, see aso Statement of Audit Procedure GCT , Noninterest Expense Attribution, Apri 9, 2008, avaiabe on the Department's website (nyc.gov/finance). LINE 5 - STATE AND LOCAL BUSINESS TAXES On ine 5a enter the amount deducted on your federa return for business taxes paid or accrued to any state, any poitica subdivision of a state or to the District of Coumbia if they are on or measured by profits or income or incude profits or income as a measure of tax, incuding taxes expressy in ieu of any of the foregoing taxes. Incude the New York State Metropoitan Transportation Business Tax surcharge and the MTA Payro Tax (New York State Tax Law, Art. 23). Attach a schedue isting each ocaity and the amount of a those taxes deducted on your federa return. On ine 5b, enter the amount of New York City Genera Corporation Tax and Banking Corporation Tax deducted on your federa return. LINES 6a, 6b, 6c AND 6d - NEW YORK CITY ADJUSTMENTS a) The credit for saes tax paid on eectricity or eectric service used in the production of certain tangibe property formery aowed by Admin. Code has been repeaed for purchases on or after November 1, No amount shoud be added back with respect to this credit. Purchases of machinery or equipment for which a credit is aowed by Admin. Code were exempted from saes tax effective December 1, Purchases of certain services performed on machinery or equipment used in production for which a credit is aowed by Admin. Code a were exempted from saes tax effective September 1, Credits may be taken under these two provisions ony if the saes tax payment was made in the current year with respect to a purchase in a period when the appicabe saes tax was effective. In such case, the saes tax excuded or deducted for federa tax purposes shoud be added back. If you are caiming a credit pursuant to , a form NYC-9.5 for the year 1990 or a prior year shoud be used. If you are caiming a credit pursuant to a, a form NYC-9.5 for the year 2000 or a prior year shoud be used. b & c) Taxpayers caiming the rea estate tax escaation credit and/or the empoyment opportunity reocation costs credit or the industria business zone credit must enter on ines 6(c) and 6(b), respectivey, the amounts shown on ines 4 and 5, respectivey, of Part II of Form NYC-9.6. d) The federa bonus depreciation aowed for "quaified property", as defined in the Job Creation and Worker Assistance Act

10 Instructions for Form NYC-3L Page 10 of 2002 is not aowed for Genera Corporation Tax purposes except for such deductions aowed with respect to "quaified New York iberty zone property", "quaified New York iberty zone easehod improvements" and "quaified property" paced in service in the Resurgence Zone (generay the area in the borough of Manhattan south of Houston Street and north of Cana Street). For City tax purposes, depreciation deductions for a other "quaified property" must be cacuated as if the property was paced in service prior to September 11, Economic Stimuus Act of 2008 and Other Federa Legisation Effecting Depreciation. Section 102 of the Economic Stimuus Act of 2008, Pub.L. No , 122 Stat. 613 (Feb. 13, 2008) amended IRC section 168(k). As amended, section 168(k)(1)(A) provides a 50-percent additiona first year depreciation deduction for certain new property acquired by the taxpayer after December 31, 2007, and before January 1, 2009 (in the case of certain property, before January 1, 2010), so ong as no written binding contract for the acquisition of the property existed prior to January 1, Section 1201 of Tite I of Division B of the American Recovery and Reinvestment Act of 2009, Pub. L. No , 123 Stat 115 (February 17, 2009) further amended IRC section 168(k) by extending the 50 percent additiona first year depreciation deduction to new property acquired before January 1, 2010 (in the case of certain property, before January 1, 2011). Section 2022 of the Sma Business Jobs and Credit Act of 2010, Pub. L. No , 124 Stat (September 27, 2010) further amended IRC section 168(k) by extending the 50 percent additiona first year depreciation deduction to new property acquired before January 1, 2011 (in the case of certain property, before January 1, 2012.) Section 401 of the Tax Reief, Unempoyment Insurance Reauthorization, and Job Creation Act of 2010, Pub. L. No , 124 Stat (Dec. 17, 2010) ( 2010 Tax Reief Act ) extended and expanded additiona first-year depreciation to equa 100% of the cost of quaified property paced in service after Sept. 8, 2010 and before Jan. 1, 2012 (before Jan. 1, 2013 for certain onger-ived and transportation property); and 50% of the cost of quaified property paced in service after Dec. 31, 2011 and before Jan. 1, 2013 (after Dec. 31, 2012 and before Jan. 1, 2014 for certain onger-ived and transportation property). Section 331 of the American Taxpayer Reief Act of 2012, Pub. L. No , 126 Stat (January 2, 2013) ( 2012 Tax Reief Act ) extended the 50 percent additiona first year depreciation to quaified property acquired after December 31, 2012 and before January 1, 2014 (after December 31, 2013 and before January 1, 2015 for certain onger-ived and transportation property). Consequenty, the years in which the first year depreciation for passenger automobies under 280F(a)(1)(A) is increased by $8,000 have aso been extended. However, as discussed above the Administrative Code imits the depreciation for quaified property other than Quaified Resurgence Zone property and New York Liberty Zone property to the deduction that woud have been aowed for such property had the property been acquired by the taxpayer on September 10, 2001, and therefore, except for Quaified Resurgence Zone property, as defined in the Administrative Code and New York Liberty Zone property, the City has decouped from the federa bonus depreciation provision. The Administrative Code aso requires appropriate adjustments to the amount of any gain or oss incuded in entire net income or unincorporated business entire net income upon the disposition of any property for which the federa and New York City depreciation deductions differ. Use Form NYC-399Z for this cacuation. For tax years beginning on or after January 1, 2004, other than for eigibe farmers (for purposes of the New York State farmers' schoo tax credit), the amount aowed as a deduction with respect to a sport utiity vehice that is not a passenger automobie for purposes of section 280F(d)(5) of the Interna Revenue Code is imited to the amount aowed under section 280F of the Interna Revenue Code as if the vehice were a passenger automobie as defined in that section. For SUVs that are quaified property other than quaified Resurgence Zone property and other than New York Liberty Zone property, the amount aowed as a deduction is cacuated as of the date the SUV was actuay paced in service and not as of September 10, Note that for the 2013 tax year for Genera Corporation Tax purposes: An SUV cannot quaify as either New York Resurgence Zone Property or as New York Liberty Zone property. See Administrative Code section (8)(o). An SUV cannot quaify for the additiona first year depreciation avaiabe under the Economic Stimuus Act of 2008, the American Recovery and Reinvestment Act of 2009, the Sma Business Jobs and Credit Act of 2010 and the 2010 and 2012 Tax Reief Acts. On the disposition of an SUV subject to the imitation, the amount of any gain or oss incuded in income must be adjusted to refect the imited deductions aowed for City purposes under this provision. Enter on Schedue B, ines 6(d) and 16 the appropriate adjustments from form NYC-399Z. See Finance Memorandum 13-1, Appication of IRC 280F Limits to Sports Utiity Vehices. The federa depreciation deduction computed under the Acceerated Cost Recovery System or Modified Acceerated Cost Recovery System (IRC Section 168) is not aowed for the foowing types of property: property paced in service in New York State in taxabe years beginning before January 1, 1985 (except recovery property subject to the provisions of Interna Revenue Code Section 280-F) property of a taxpayer principay engaged in the conduct of an aviation, steamboat, ferry, or navigation business, or two or more such businesses which is paced in service in taxabe years beginning after December 31, 1988, and before January 1, 1994 In pace of the federa depreciation deduction, a depreciation deduction using pre-acrs or MACRS rues (IRC Section 167) is aowed. Enter on ine 6d the ACRS adjustment from Form NYC-399, Schedue C, ine 8, Coumn A. Enter on ine 16 the ACRS adjustment from Form NYC-399, Schedue C, ine 8, Coumn B. ACRS and MACRS may be avaiabe for property paced in service outside New York in years beginning after 1984 and before See Finance Memorandum 99-4 Depreciation for Property Paced in Service Outside New York After 1984 and Before LINE 7a - PAYMENT FOR USE OF INTANGIBLES Add back payments for the use of intangibes made to reated members as required by Ad. Code section (n). See Royaty Payments to Reated Members, p. 2, above. LINE 7b - DOMESTIC PRODUCTION ACTIVITIES DEDUCTION Add back any amounts deducted under section 199 of the Interna Revenue Code (Domestic Production Activities Deduction). Pease attach federa Form LINE 7c - OTHER ADDITIONS a) Effective for taxabe years beginning on or after January 1, 1982, the New York City Admin. Code was amended to nuify the effects of federa safe harbor

11 Instructions for Form NYC-3L Page 11 eases upon New York City taxabe income (Section (a)(8) and (9) of the Admin. Code). This appies to agreements entered into prior to January 1, Any amount incuded in the computation of federa taxabe income soey as a resut of an eection made under IRC Section 168(f)(8) must be removed when computing New York City taxabe income. Any amount excuded in the computation of federa taxabe income soey as a resut of an eection made under IRC Section 168(f)(8) must be incuded when computing New York City taxabe income. Exempt from these adjustments are eases for quaified mass commuting vehices and property of a taxpayer, subject to the Genera Corporation Tax, principay engaged in the conduct of an aviation, steamboat, ferry or navigation business, or two or more such businesses, which is paced in service before taxabe years beginning in Enter the appropriate additions and deductions on ines 7 and 17, respectivey, and attach a rider to show the safe harbor adjustments to New York City taxabe income. b) Foreign taxes paid or accrued that are deducted from gross income to determine federa taxabe income must be added to entire net income. A foreign tax credit may not be used as a deduction when computing NYC entire net income. c) Any windfa profit tax deducted in computing federa income must be added back when computing NYC entire net income. d) If the taxpayer deducted on its federa return interest paid to a corporate stockhoder owning more than 50% of its issued and outstanding stock, that corporate sharehoder may not excude that interest from its NYC entire net income as income from subsidiary capita. (See instructions for ines 3, 4 and 9.) To enabe a more than 50% corporate sharehoder to treat any such interest as excudibe income from subsidiary capita, such interest shoud be added back on ine 7 of this return in computing NYC entire net income. e) In the case of a taxpayer organized outside the United States, a income from sources outside the United States, ess a aowabe deductions attributabe thereto, that was not taken into account in computing federa taxabe income must be added back in computing NYC entire net income. LINES 9A, 9B AND 9C - INCOME FROM SUBSIDIARY CAPITAL Enter on ine 9a dividends from subsidiary capita that was incuded as part of federa taxabe income. Compete Schedue C. Enter on ine 9b interest from subsidiary capita that was incuded in federa taxabe income. Enter on ine 9c capita gains and other income and gain from subsidiary capita that was incuded as part of federa taxabe income. Compete Schedue C. Do not enter on ine 9b interest for which the payor subsidiary caimed a deduction. (See instructions for Schedue B, ines 3 and 4, above for the definition of subsidiary capita.) LINE 10 - NONSUBSIDIARY DIVIDENDS Enter 50% of dividends received from nonsubsidiary corporations. Do not incude the foowing: (1) gross-up dividends pursuant to IRS Section 78, and (2) dividends from stocks not meeting the hoding period requirement set forth in IRC Section 246(c). Reguated investment companies and rea estate investment trusts do not quaify for this deduction. LINE 11 - NET OPERATING LOSS Enter New York City net operating oss carryforward from prior years. The foowing rues appy to net operating osses. 1) A deduction may ony be caimed for net operating osses sustained in taxabe years during a or part of which the corporation was subject to the Genera Corporation Tax. New York City aows net operating osses to be used in the same manner as provided by IRC Section 172. However, the amount of any federa oss must be adjusted in accordance with Section (f) of the Admin. Code. Reguated investment companies and rea estate investment trusts do not quaify for this deduction. 2) The deduction of a net operating oss carryforward from prior years may not exceed, and is imited to, the amount of the current year s federa taxabe income. A net operating oss may not be caimed as a deduction if Schedue B, ine 1 refects a oss. 3) The deduction sha not exceed the deduction that woud have been aowed if the taxpayer had not made an eection to be an S corporation under the rues of the Interna Revenue Code or had not eected to be incuded in a group reporting on a consoidated basis for federa income tax purposes. 4) The New York City net operating oss deduction taken for City purposes for each year may not exceed the deduction aowabe for that year for federa income tax purposes cacuated as if the taxpayer had eected to reinquish the carryback period except with respect to the first $10,000 of each year s oss. The carryback period for Genera Corporation Tax purposes corresponds to the federa carryback period. If the taxpayer eects to use a 2-year carryback period for federa purposes, the same carryback period appies for City purposes. If the taxpayer eects to reinquish the entire carryback period for federa purposes, then the taxpayer may not carry back any amount for City purposes. 5) Losses which are not permitted to be carried back may generay be carried forward and used to offset income for the period permitted for federa tax purposes, generay, 20 years subsequent to the oss year for osses incurred in taxabe years beginning after August 5, ) Corporations principay engaged in the conduct of an aviation, steamboat, ferry or navigation business or two or more of such businesses are permitted to caim a net operating oss deduction in the same manner as other corporations. These corporations are aowed to carry forward any net operating osses or a proportionate part of a net operating oss sustained during the federa taxabe period(s) covering the years 1985 through 1988, provided the corporation was taxabe under Tite 11, Chapter 6, Subchapter 4 of the Admin. Code (Transportation Corporation Tax) for the caendar years 1985 through and incuding The net operating oss must be computed as if: a) the corporation had been subject to taxation under Subchapter 2 (Genera Corporation Tax) during the period(s) the oss was sustained, b) the oss was sustained in 1988, and c) the taxpayer had eected to reinquish the entire carryback period under IRC Section 172. For specia rues reating to acquisitions, mergers or consoidations invoving corporations principay engaged in the conduct of aviation, steamboat, ferry or navigation business, refer to Section 77b of Chapter 241 of the Laws of ) Corporations reporting both business and investment income must compete ine 22 of this schedue to apportion any net operating oss between business income and investment income. Attach a copy of Form NYC-NOLD-GCT, Net Operating Loss Computation.

12 Instructions for Form NYC-3L Page 12 CARRYBACK LOSSES If the amount on ine 18 is greater than the amount on ine 8 so that the entry on ine 19 woud be a oss, a request to carry it back as a net operating oss deduction in any prior year must be made separatey on an amended return. Do not attach or mai an amended return with this tax return. This request must be submitted within three years of the due date of the return for the oss year or within the period prescribed in Section of the Admin. Code. Corporations that have eected to reinquish the carryback period for a net operating oss incurred in taxabe years beginning after August 5, 1997, must submit a copy of the federa eection. Because an S corporation does not carry over NOLs, it wi not have made a federa eection to reinquish any or a of its carryback period. Therefore, for City tax purposes for osses arising in taxabe years ending in or after 2002, it wi be presumed that, uness the taxpayer S corporation attached a statement to this return indicating that the taxpayer intends to carry back the oss, the taxpayer is presumed to have eected to reinquish the entire carryback period. For S corporations fiing on a combined basis ony with other S corporations or quaified Subchapter S subsidiaries, any statement attached either to a pro forma NYC-3L or to the NYC-3A wi be deemed appicabe to the entire group. Any excess net operating oss may be carried forward as if the taxpayer had eected to reinquish the entire carryback period for a but the first $10,000 of the oss. LINE 12 - PROPERTY ACQUIRED PRIOR TO 1966 A deduction is aowed with respect to gain from the sae or other disposition of any property acquired prior to January 1, 1966 (except stock in trade, inventory, property hed primariy for sae to customers in the ordinary course of trade or business, or accounts or notes receivabe acquired in the ordinary course of trade or business). The amount of the deduction with respect to each such property is equa to the difference between: a) the amount of the taxpayer s federa taxabe income; and b) the amount of the taxpayer s federa taxabe income (if smaer than the amount described in (a)), computed as if the federa adjusted basis of each such property (on the sae or other disposition of which gain was reaized) on the date of the sae or other disposition had been equa to either: 1) its fair market vaue on January 1, 1966, or the date of its sae or other disposition prior to January 1, 1966, pus or minus a adjustments to basis made with respect to such property for federa income tax purposes for periods on or after January 1, 1966; or 2) the amount reaized from its sae or other disposition, whichever is ower. In no event, however, sha the tota amount computed above exceed the taxpayer s net gain for the year from the sae or other disposition of property (other than stock in trade, inventory, property hed primariy for sae to customers in the ordinary course of trade or business, or accounts or notes receivabe acquired in the ordinary course of trade or business). Attach a rider showing computation and a copy of federa Form 1120 or 1120-S, Schedue D. LINE 13 - CITY AND STATE REFUNDS Enter at ine 13 refunds or credits of the New York City Genera Corporation Tax, New York State Franchise Tax or New York City or State Banking Corporation Tax for which no tax excusion or deduction was aowed in determining the taxpayer s taxabe (entire) net income in a prior year. LINE 14 - SALES TAX REFUNDS AND CREDITS This ine reates to credits or refunds of saes and compensating use tax paid on certain machinery and equipment and/or certain services incuded in federa taxabe income for which a credit was caimed in a prior year. The amount entered here shoud be the same as the amount entered at ine 12 of Schedue A. (Refer to instructions for Schedue A, ine 12.) There is no addback for current refunds of saes tax paid on purchases of eectricity or eectric service used in the production of certain tangibe property for which the taxpayer took a credit in a prior period under Admin. Code LINE 15 - FEDERAL JOBS CREDIT Enter the portion of wages and saaries paid or incurred for the taxabe year for which a deduction is not aowed pursuant to the provisions of Section 280C of the Interna Revenue Code because the federa targeted jobs tax credit was taken. Attach federa Form LINE 16 - DEPRECIATION ADJUSTMENT Enter on ine 16 the adjustments from Form NYC-399 and/or Form NYC-399Z, Schedue C, ine 8, Coumn B. See instructions for Schedue B, ine 6(d). LINE 17 - OTHER DEDUCTIONS a) Refer to instructions to Schedue B, ine 7 for adjustments reating to safe harbor eases. b) Taxpayers entited to a specia deduction for construction, reconstruction, erection or improvement of air poution contro faciities initiated on or after January 1, 1966, and having a situs in NYC in accordance with Section (g) shoud submit a rider showing the compete computation. Encose certification of compiance issued pursuant to Section or Section of the Environmenta Conservation Law. Entire net income for the current year and a succeeding years must be computed without any deduction for such expenditures or for depreciation of such property. c) Deduct foreign dividend gross-up pursuant to Section 78 of the IRC (see federa Form 1120, Schedue C, ine 15) to the extent not deducted at ine 9a. Entire net income does not incude any amount treated as dividends pursuant to Section 78 of the IRC. d) Reguated investment companies must deduct dividends paid to stockhoders on this ine. LINE 19 ENTIRE NET INCOME If ine 18 is greater than ine 8 so that the amount on this ine woud be a oss, enter zero ( 0 ) on this ine, skip ines 22 through 26, and enter zero ( 0 ) on ine 27 of this Schedue B and on ine 1 of Schedue A. That oss may be avaiabe as a carryover. See instructions to Schedue B, ine 11 for more information. LINE 20 - SPECIAL ADJUSTMENTS If, as a resut of the adjustments on this ine, entire net income is a oss, enter zero ( 0 ) on this ine, skip ines 22 through 26, and enter zero on ine 27 of this Schedue B and ine 1 of Schedue A. a) A corporation organized outside the United States must enter at ine 20 its entire net income wherever earned, incuding a income from sources outside the United States, ess a aowabe deductions attributabe thereto, not taken into account in computing federa taxabe income. Attach a schedue. See FOR- EIGN AIRLINES under GENERAL INFORMATION, above. b) If you are, either separatey or as a member of a partnership, doing insurance business as a member of the New York Insurance Exchange described in Section 6201 of the Insurance Law, make the adjustment required under Section (a)(6) and Section (b)(8) of the Admin. Code.

13 Instructions for Form NYC-3L Page 13 c) For tax years beginning on or after August 1, 2002, corporations that are partners in partnerships that receive at east eighty percent of their gross receipts from providing mobie teecommunications services must excude their distributive share of income, gains, osses and deductions from any such partnership, incuding their share of separatey reported items, from their federa taxabe income reported on ine 1. LINE 21 - INVESTMENT INCOME Investment income incudes: 50% of dividends from non-subsidiary stocks hed for investment, interest from investment capita, net capita gain or oss from saes or exchanges of nonsubsidiary securities hed for investment, and income from cash if an eection is made to treat cash as investment capita on ine 3 of Schedue D. Do not incude any gross-up dividends pursuant to Section 78 of the IRC that have been deducted in computing entire net income. Investment income incudes interest received on a oan to a subsidiary if the subsidiary caims such interest as an NYC Genera or Banking Corporation Tax deduction on any return for any period, and if such oan is evidenced by a bond or other corporate security. Do not incude any capita oss which was not used in computing federa taxabe income. In computing investment income, subtract the amount of deductions aowabe in computing entire net income which are directy or indirecty attributabe to investment capita or investment income. LINE 21a - DIVIDENDS Enter dividends not excuded on ine 10 except for gross-up dividends pursuant to Section 78 of the IRC. This incudes 50% of dividends from nonsubsidiary corporations for which an excusion was aowed on ine 10 of this schedue and 100% of dividends from stock not meeting the hoding period requirement set forth in Section 246(c) of the IRC. LINE 21d - INCOME FROM CASH Enter income from cash on Schedue B, ine 21d, ony if you have eected to treat cash as investment capita and have entered the amount thereof on Schedue D, ine 3. LINE 21f - DEDUCTIONS ATTRIBUTA- BLE TO INVESTMENT INCOME For more information, see Statement of Audit Procedure GCT , Noninterest Expense Attribution, Apri 9, 2008, and Statement of Audit Procedure PP , GCT & UBT Treatment of Repurchase Agreements and Securities Lending and Borrowing Transactions for Financia Services Firms Reguary Engaged in Such Activities, March 31, 2008, avaiabe on the Department s website at nyc.gov/finance. Attach a ist of the deductions directy attributabe to investment income and the deductions indirecty attributabe to investment income. LINE 22 - APPORTIONED NEW YORK CITY NET OPERATING LOSS DEDUCTION Corporations that report both business and investment income must apportion any net operating oss deduction on ine 11 between business income and investment income. This is computed by mutipying the net operating oss deduction by a ratio. The ratio is a fraction, the numerator of which consists of investment income before deducting any net operating oss and the denominator of which is entire net income before deducting any net operating oss. The ratio may be expressed as a percentage. Mutipy the net operating oss deduction by the resut. Enter this amount on ine 22. Attach a rider detaiing the cacuation of the apportionment of the taxpayer s New York City NOL deduction between business income and investment income. LINE 23b INVESTMENT INCOME TO BE ALLOCATED Enter the amount from ine 23a. If the amount on ine 23a is greater than the amount on ine 19 or 20, enter the amount from ine 19 or 20. If the entry on ine 23a is a oss, enter zero ( 0 ) on ine 23b. LINE 25 - ALLOCATED INVESTMENT INCOME If the investment aocation percentage is zero, interest on bank accounts must be mutipied by the business aocation percentage. SCHEDULE C Subsidiary Capita and Aocation - and - SCHEDULE D Investment Capita and Aocation Compete Schedue C if you have any subsidiaries. (Refer to the instructions for Schedue B, ines 3 and 4 for the definition of a subsidiary and subsidiary capita.) Compete Schedue D if you have investment capita. Investment capita is the average vaue of your investments in stocks, bonds, and other corporate or government securities, ess iabiities, both ong term and short term, directy or indirecty attributabe to investment capita. Investment capita does not incude those stocks, bonds or other securities that are hed for sae to customers in the reguar course of business or that constitute subsidiary capita. Investment capita does not incude interests in, or obigations of, partnerships or other unincorporated entities. (Refer to Tite 19 Rues of the City of New York Section for the definition of investment capita.) To determine the vaue of your assets for business, investment and subsidiary capita purposes, you must incude rea property and marketabe securities at fair market vaue. The fair market vaue of any asset is the price (without any encumbrance, whether or not the taxpayer is iabe) at which a wiing seer, not compeed to se, wi se and a wiing purchaser, not compeed to buy, wi buy. The fair market vaue, on any date, of stocks, bonds and other securities reguary deat in on an exchange, or in the over-the-counter market, is the mean between the highest and owest seing prices on that date. The vaue of a other property must be incuded at the vaue shown on the taxpayer s books and records in accordance with generay accepted accounting principes (GAAP). (Refer to the instructions for Schedue E, ines 1 through 5 for more information on computing average vaue.) In competing Schedues C and D, you may use the worksheet which appears beow to determine the amount of iabiities indirecty attributabe to a particuar asset. In coumn D of Schedues C and D on the ine for the asset in question, incude the sum of the amount from ine 15 of this worksheet and the amount of iabiities directy attributabe to that asset. WORKSHEET Tota iabiities from Sch. E, ine 6, Co. C 1. Liabiities directy attributabe to: Subsidiary capita Investment capita Business capita Add: ines 2, 3, and Subtract: ine 5 from ine Enter amount from either: Sch. C, ine 1, co. C ess amount from ine 2 of worksheet 7a. OR Sch. D, ine 1, co. C ess amount from ine 3 of worksheet 7b. Enter amount from Sch. E, ine 5, co. C ess amount from ine 5 of worksheet Divide: ine 7a or 7b by ine % Mutipy: ine 6 by ine Average vaue of a particuar asset Enter amount from either: Sch. C, ine 1, co. C... 12a. OR Sch. D, ine 1, co. C... 12b. Divide: ine 11 by ine 12a or 12b % Enter amount from ine Mutipy: ine 14 by ine To determine the portion of subsidiary or investment capita to be aocated within the City, mutipy the amount of subsidiary or investment capita during the period covered by the return (coumn E) by the issuer s aocation percentage (as defined in the instructions for Schedue E, ine 15). This percentage may be obtained (1) from tax

14 Instructions for Form NYC-3L Page 14 service pubications, (2) from the Department s website under Forms & Pubications at nyc.gov/finance, or (3) by caing 311. If caing from outside of the five NYC boroughs, pease ca 212-NEW-YORK ( ). If the subsidiary or other issuer was not doing business in New York City during the preceding year, the percentage is zero. The investment aocation percentage shoud be rounded to the nearest one hundredth of a percentage point. SCHEDULE D, LINE 3 - CASH If you have both business and investment capita, you may eect to treat cash on hand or on deposit as either business or investment capita. If you wish to eect to treat cash as investment capita, you must incude it on this ine. Otherwise, you wi be deemed to have eected to treat cash as business capita. You may not eect to treat part of such cash as business capita and part as investment capita. You may not revoke your eection after it has been made. SCHEDULE E Computation and Aocation of Capita Eigibe Sma Firms as described in the note at the beginning of the instructions to Schedue A do not need to compete this schedue. LINES 1 THROUGH 5 - AVERAGE VALUE OF TOTAL ASSETS To determine the vaue of your assets for business, investment and subsidiary capita purposes, you must incude rea property and marketabe securities at fair market vaue. The vaue of a other property must be incuded at the vaue shown on the taxpayer's books and records in accordance with generay accepted accounting principes (GAAP). On Schedue E, ine 1, enter the vaue of tota assets at the beginning of the year in coumn A and at the end of the year in coumn B. Enter the average vaue in coumn C. Attach a schedue showing the computation of the average vaue. On ine 2, enter the vaue of rea property and marketabe securities incuded in ine 1. Enter on ine 4 the fair market vaue of rea property and marketabe securities. Average vaue is generay computed on a quartery basis. A more frequent basis (monthy, weeky or daiy) may be used. Where the taxpayer s usua accounting practice does not permit computation of average vaue on a quartery or more frequent basis, a semiannua or annua basis may be used if no distortion of average vaue resuts. With respect to rea property owned by the taxpayer and ocated within New York City, the fair market vaue is presumed to be not ess than the estimated market vaue of the property on the Fina Assessment Ro of the City for the period covered by the return or the most recent saes price, whichever is greater. LINE 6 - TOTAL LIABILITIES The iabiities deductibe in computing each type of capita are those iabiities (both ong and short term) that are directy or indirecty attributabe to each type of capita. Use the same method of averaging as is used in determining average vaue of assets. LINES 7 THROUGH 11 If the period covered by this report is other than a period of tweve caendar months, first foow the instructions on Schedue E to cacuate preiminary amounts for ines 7 through 11. Before entering these amounts on Schedue E, mutipy each amount by a fraction, the numerator of which is the number of months or major parts thereof incuded in such period and the denominator of which is tweve. Enter on ine 8 the amount from Schedue C, Coumn E, ine 1. Subtract the amount on ine 8 from the amount on ine 7 and enter the difference on ine 9 of this Schedue E. If the amount on ine 8 is ess than zero because iabiities attributabe to subsidiary capita exceed the vaue of the assets reported in Schedue C, add the absoute amount of the amount on ine 8 to the amount on ine 7 and enter the tota on ine 9. For exampe, if the amount on Schedue E, ine 8 is ($100) and the amount on Schedue E, ine 7 is $200, the amount on Schedue E, ine 9 shoud be $300. If the amount on Schedue D, ine 4 is ess than zero, enter zero ( 0 ) on ine 10 of this Schedue E, enter the amount from ine 9 on ine 11, and enter zero ( 0 ) on ine 12. LINE 15 - ISSUER S ALLOCATION PERCENTAGE The percentage is determined by adding together aocated New York City business, investment and subsidiary capita, dividing the sum by tota capita, and rounding to the nearest one hundredth of a percentage point. The issuer's aocation percentage cannot be ess than zero. Do not cacuate your issuer's aocation percentage by adding the business, investment and subsidiary capita aocation percentages and dividing that tota by the number of percentages. The issuer s aocation percentage represents the amount of capita empoyed within New York City as compared to tota capita empoyed everywhere. Every taxpayer using Form NYC-3L is required to compute its issuer s aocation percentage. SCHEDULE G For specia treatment of Eigibe Sma Firms, see instructions on Page 7. SCHEDULE H Business Aocation NOTE: Zip codes beginning with the foowing three-digits are within the five boroughs of New York City: Manhattan - 100, 101, 102 Bronx Brookyn Queens - 111, 113, 114, 116 Staten Isand In addition, the five-digit zip codes 11004, and some addresses with a zip code of 11001, and are in the borough of Queens. If the zip code is 11001, or 11096, consut the address transator ocated on the City s website to determine if the corporation's address is within New York City. A corporation is entited to aocate part of its business income and capita outside New York City if it carries on business both inside and outside New York City and, for taxabe years beginning before Juy 1, 1996, ony if it has a reguar pace of business outside the City. Otherwise, 100% of its business income and capita must be aocated to New York City. If you did not carry on business both inside and outside New York City, you must enter 100% at Schedue H, ine 5. If you carried on business both inside and outside New York City, you must compete Schedue G, parts I and II and Schedue H, business aocation percentage. The business aocation percentage is generay computed by means of a three-factor formua: rea and tangibe persona property (incuding rented property) business receipts payro WEIGHTED FACTOR ALLOCATION For taxabe years beginning in 2013, taxpayers must weight the three factors as foows: 16.5% for property; 16.5% for wages; and 67% for receipts. Those corporations using weighted factors must compete Schedue H. The foowing exampe iustrates the cacuation of the business aocation percentage using weighted factors: Exampe Assume the percentages on ines 1g, 2h and 3b are as foows:

15 Instructions for Form NYC-3L Page 15 1g % 2h % 3b % The amounts on ines 1h, 2i, 3c, 4a and 4b shoud be cacuated as foows: 1h X 16.5 = i X 67 = c X 16.5 = a. Sum of above = b. divide ine 4a by 100 Express as a percentage: 53.70% ALTERNATIVE ALLOCATION METHOD You cannot use an aocation method other than the formua basis set out in Schedue H without the consent of the Department of Finance. In order to request consent to use a different method of aocation, a written request, separate and apart from fiing this return, must be submitted. For detais on how to make such a request, go to If the consent to use a different aocation method has not been obtained at the time of the fiing of the return, you must use the formua basis set out in Schedue H and pay the tax in accordance therewith. If the Department consents to your proposed aternative aocation method and it resuts in a ower tax iabiity than the formua basis set out in Schedue H, you may be entited to caim a refund of the excess amount you have paid. LINES 1 AND 2 Property Factor When computing the property percentage, vaue rea and tangibe persona property owned by the corporation at the adjusted basis used for federa income tax purposes. However, you may make a one-time revocabe eection to vaue rea and tangibe persona property owned at fair market vaue. You must make this eection on or before the due date (or extended due date) for fiing the taxpayer s first Genera Corporation Tax Return. This eection wi not appy to any taxabe year with respect to which the corporation is incuded in a combined report uness each of the corporations incuded on the combined report has made the eection which remains in effect for such year. LINE 1b - REAL ESTATE RENTED The vaue of rea property rented to the taxpayer is eight times the gross rent payabe during the year covered by this return. Gross rent incudes any amount payabe as rent or in ieu of rent, such as taxes, repairs, etc., and, if there are easehod improvements made by or on behaf of the taxpayer, the amount of annua amortization of such cost. Do not incude the renta of persona property on this ine. LINE 1d - TANGIBLE PERSONAL PROPERTY OWNED Enter the average vaue of the tangibe persona property owned. The term tangibe persona property means corporea persona property, such as machinery, toos, impements, goods and wares. Do not incude cash, shares of stock, bonds, notes, credits, evidences of an interest in property, or evidences of debt. LINE 1e - TANGIBLE PERSONAL PROPERTY RENTED Enter the average vaue of the tangibe persona property you rented. The vaue of rented tangibe persona property is eight times the gross rent payabe during the year covered by this return. Receipts Factor LINES 2a AND 2b - SALES OF TANGIBLE PERSONAL PROPERTY Enter on ine 2a, coumn A, receipts in the reguar course of business from the sae of tangibe persona property where shipments are made to points within New York City. Enter on ine 2b, coumn B, receipts from a saes of tangibe persona property. LINE 2c - SERVICES PERFORMED Receipts from services performed within New York City are aocabe to New York City. A amounts received by the taxpayer in payment for such services are aocabe to New York City regardess of whether the services were performed by empoyees or agents of the taxpayer, by subcontractors, or by any other persons. It is immateria where such amounts were payabe or where they actuay were received. Commissions received by the taxpayer are aocated to New York City if the services for which the commissions were paid were performed in New York City. If the taxpayer s services for which commissions were paid were performed for the taxpayer by saesmen attached to or working out of a New York City office of the taxpayer, the taxpayer s services wi be deemed to have been performed in New York City. Corporations engaged in pubishing newspapers or periodicas must aocate receipts from advertising in such pubications based on the circuation of the pubication in the City compared to the tota circuation. Corporations engaged in radio or teevision broadcasting, whether by cabe or other means, must aocate receipts from broadcasting programs or commercia messages based upon the ocation of the audience for the broadcasts in the City compared to the tota audience. For taxabe years beginning on or after January 1, 2002, corporations engaged in pubishing newspapers or periodicas or in radio or teevision broadcasting must aocate receipts from subscriptions to such newspapers, periodicas and broadcast programs based on the ocation of the subscriber. Taxpayers principay engaged in the activity of air freight forwarding acting as principa and ike indirect air carriers are required to determine receipts for purposes of the receipts factor arising from the activity from services performed within New York City as foows: 100% of the receipts if both the pick up and deivery associated with the receipts are made in New York City and 50% of the receipts if either the pickup or deivery associated with the receipts is made in the City but not both. Receipts from management, administration or distribution services provided to a reguated investment company (RIC) must be aocated based upon the percentage of the RIC s sharehoders domicied in New York City. (Attach rider showing computation.) SOURCING OF RECEIPTS OF REGIS- TERED SECURITIES OR COMMODI- TIES BROKERS OR DEALERS For taxabe years beginning after 2008, new rues are appicabe in determining the sourcing of the receipts of taxpayers which are registered securities or commodities brokers or deaers. The rues beow appy for determining whether a receipt is deemed to arise from services performed in New York City by a registered securities or commodities broker or deaer, for purposes of computing the receipts factor of the BAP. See Ad. Code (3)(a)(10) as added by section 34 of Chapter 201 of the Laws of A registered securities or commodities broker or deaer is a broker or deaer who is registered by the Securities and Exchange Commission (SEC) or the Commodities Futures Trading Commission and incudes over-the-counter (OTC) derivatives deaers as defined under reguations of the SEC (17 CFR 240.3b-12). The terms securities and commodities have the same meanings as the meanings in IRC sections 475(c)(2) and 475(e)(2). Brokerage commissions - Brokerage commissions earned from the execution of securities or commodities purchase or saes orders for the accounts of customers are deemed to arise from a service performed in New York City if the customer who is responsibe for paying the commissions is ocated in New York City. See Ad. Code (3)(a)(10)(A)(i) as added by section 34 of Chapter 201 of the Laws of Margin interest - Margin interest earned on brokerage accounts is deemed to arise from a service performed in New York City if the customer who is responsibe for paying the margin interest is ocated in New York City. See Ad. Code (3)(a)(10)(A)(ii) as added by section 34 of Chapter 201 of the Laws of 2009.

16 Instructions for Form NYC-3L Page 16 Account maintenance fees - Account maintenance fees are deemed to arise from a service performed in New York City if the customer who is responsibe for paying the account maintenance fees is ocated in New York City. See Ad. Code (3)(a)(10)(A)(vi) as added by section 34 of Chapter 201 of the Laws of Income from principa transactions - Gross income from principa transactions (that is, transactions in which the registered broker or deaer is acting as principa for its own account, rather than as an agent for the customer) is deemed to arise from a service performed in New York City if the production credits for these transactions are awarded to a New York City branch, office, or empoyee of the taxpayer. Registered broker deaers may eect to source the gross income from principa transactions based on the ocation of the customer to the principa transaction. If the eection is made, gross income from principa transactions is deemed to arise from a service performed in New York City to the extent that the gross proceeds from the transactions are generated from saes of securities or commodities to customers within the city based upon the maiing addresses of those customers in the records of the taxpayer. See Ad. Code (3)(a)(10)(A)(iii) as added by section 34 of Chapter 201 of the Laws of Fees from advisory services for the underwriting of securities - Fees earned from advisory services for a customer in connection with the underwriting of securities (where the customer is the entity contempating the issuance of the securities or is issuing securities) or for the management of an underwriting of securities are deemed to arise from a service performed in New York City if the customer responsibe for paying the fee is ocated in New York City. See Ad. Code (3)(a)(10)(A)(iv)(I) as added by section 34 of Chapter 201 of the Laws of Receipts from the primary spread for the underwriting of securities - Receipts from the primary spread or seing concession from underwritten securities are deemed to arise from a service performed in New York City if production credits are awarded to a branch, office, or empoyee of the taxpayer in New York City as a resut of the sae of underwritten securities. See Ad. Code (3)(a)(10)(A)(iv)(II) as added by section 34 of Chapter 201 of the Laws of Interest earned on oans to affiiates - Interest earned on oans and advances made by a taxpayer to an affiiate with whom they are not required or permitted to fie a combined return are deemed to arise from a service performed in New York City if the principa pace of business of the affiiate who is responsibe for the payment of interest is ocated in New York City. See Ad. Code (3)(a)(10)(A)(v) as added by section 34 of Chapter 201 of the Laws of Fees for management or advisory services - Fees earned from management or advisory services, incuding fees from advisory services for activities reating to mergers or acquisition activities, are deemed to arise from a service performed in New York City if the customer responsibe for paying these fees is ocated in New York City. See Ad. Code (3)(a)(10)(A)(vii) as added by section 34 of Chapter 201 of the Laws of A customer is ocated in New York City if the maiing address of the customer, as it appears in the broker s or deaer's records, is in New York City. See Ad. Code (3)(a)(2)(B)(v) as added by section 33 of Chapter 201 of the Laws of If the taxpayer is unabe from its records to determine the maiing address of the customer, the receipts enumerated in any of such items sha be deemed to arise from services performed at the branch or office of the taxpayer that generates the transaction for the customer that generated such receipts. See Ad Code (3)(a)(10)(D) as added by section 34 of Chapter 201 of the Laws of Note that the rues for the receipts under Ad. Code (3)(a)(10)(A) described above sha aso appy to receipts described herein arising from a correspondent securities reationship. See Ad. Code (3)(a)(10)(C) as added by section 34 of Chapter 201 of the Laws of LINE 2d - RENTALS OF PROPERTY Receipts from rentas of rea and persona property situated in New York City are aocabe to New York City. These incude a amounts received by the taxpayer for the use or occupation of property, whether or not such property is owned by the taxpayer. LINE 2e - ROYALTIES Royaties from the use in New York City of patents or copyrights are aocabe to New York City. These incude a amounts received by the taxpayer for the use of patents or copyrights, whether or not the patents or copyrights were originay issued to or are owned by the taxpayer. A patent or copyright is used in New York City to the extent that activities thereunder are carried on in New York City. LINE 2f - OTHER BUSINESS RECEIPTS A other business receipts earned by the taxpayer within New York City are aocabe to New York City. Business receipts are not considered to have been earned by the taxpayer in New York City soey by reason of the fact that they were payabe in New York City or actuay were received in New York City. Receipts from saes of capita assets (property not hed by the taxpayer for sae to customers in the reguar course of business) are not business receipts. The foowing are aso business receipts and are aocabe to New York City. receipts from the sae of rea property hed by the taxpayer as a deaer for sae to customers in the reguar course of business, provided the rea property was situated in New York City receipts from saes of intangibe persona property incuded in business capita hed by the taxpayer as a deaer for sae to customers in the reguar course of business, provided the saes were made in New York City or through a reguar pace of business in New York City Payro Factor LINE 3a - WAGES AND SALARIES Empoyees within New York City generay incude a empoyees, except genera executive officers, reguary connected with or working out of an office or pace of business maintained by the taxpayer within New York City. For more information, pease see 19 RCNY Section 11-66(a)(4). Genera executive officers incude the chairman, president, vice-president, secretary, assistant secretary, treasurer, assistant treasurer, comptroer, and any other officer charged with the genera executive affairs of the corporation. An executive officer whose duties are restricted to territory either inside or outside of New York City is not a genera executive officer. WEIGHTED FACTOR ALLOCATION LINE 4a Those taxpayers using the weighted factor aocation shoud add the vaues from ines 1h, 2i and 3c. LINE 4b Divide ine 4a by 100 if no factors are missing. If a factor is missing, divide ine 4a by the tota of the weights of the factors present. Note that a factor is not missing merey because its numerator is zero, but is missing if both its numerator and denominator are zero. Enter as a percentage. Round to the nearest one hundredth of a percentage point.

17 Instructions for Form NYC-3L Page 17 LINE 5 - BUSINESS ALLOCATION PERCENTAGE Corporations using the weighted factor aocation method shoud enter the amount from ine 4b. Aviation corporations and corporations operating vesses shoud compete Schedue I (Business Aocation for Aviation Corporations and Corporations Operating Vesses) and enter the percentage from Part 1 and 2 on Schedue H, ine 5. SCHEDULE I Business Aocation for Aviation Corporations and Corporations Operating Vesses Part 1 - Aviation Corporations A taxpayer principay engaged in the conduct of aviation is required to determine the portion of the entire net income to be aocated within the City by mutipying its business income by a business aocation percentage which is equa to the arithmetic average of the three percentages from part 1, ines 2, 4 and 6. Line 1 Aircraft arrivas and departures means the number of andings and takeoffs of the aircraft of an aviation corporation and the number of air pickups and deiveries by such aircraft. Arrivas and departures soey for maintenance or repair, refueing (where no debarking or embarking of traffic occurs), or arrivas and departures in the event of emergency situations shoud not be incuded in computing this percentage. Line 3 Revenue tons handed by an aviation corporation at an airport means the weight, in tons, of revenue passengers (at two hundred pounds per passenger) and revenue cargo first received either as originating or connecting traffic, or finay discharged by such corporation at such airport. Line 5 Originating revenue means revenue to an aviation corporation from the transportation of revenue passengers and revenue property first received by such corporation at an airport as either originating or connecting traffic. Line 8 Transfer the percentage from part 1, ine 8 to Schedue H, ine 5. Part 2 - Corporations Operating Vesses A taxpayer principay engaged in the operation of vesses is required to determine the portion of entire net income to be aocated within the City by mutipying its business income by a business aocation percentage determined by dividing the aggregate number of working days of the vesses it owns or eases in territoria waters of the City during the period covered by its report by the aggregate number of working days of a the vesses it owns or eases during the period. Compete part 2. Line 1 Working days means days during which a vesse is sufficienty manned for the carriage of persons or cargo or during which it has cargo aboard. The working time in New York City territoria waters and the working time everywhere sha be computed for each vesse in hours and minutes. At the end of the year, such time sha be totaed for a vesses and the sum converted into days. Line 2 Transfer the percentage from part 2, ine 2 to Schedue H, ine 5. SCHEDULE J Additiona Required Information A questions must be answered. Question 1 In reporting the "NYC principa business activity," give the one activity that accounts for the argest percentage of tota receipts. Tota receipts means gross receipts pus a other income. State the broad fied of business activity as we as the specific product or service (e.g., mining copper, manufacturing cotton broad woven fabric, whoesae meat, retai men s appare, export or import chemicas, rea estate renta, or rea estate operation of mote). Question 3 If the corporation is incuded in a consoidated federa return, give the name of the common parent corporation fiing the consoidated return. Question 10 If you answer yes to question a, attach a separate sheet providing street address, borough, bock and ot number of such property. If you answer yes to question b, c or d, compete questions 11 and 12. A controing interest in the case of a corporation means: 50% or more of the tota combined voting power of a casses of stock of such corporation, or 50% or more of the tota fair market vaue of a casses of stock of such corporation. Question 13 If you answer yes to question 13, no portion of the income, gain, oss, deduction or capita of a QSSS is permitted to be incuded in a separate report fied by the S corporation parent. The QSSS must either: 1) be incuded in the Combined Group as a separate member corporation or 2) fie a separate Genera Corporation Tax return. See Finance Memorandum Note that to be incuded in the Combined Group, the QSSS woud have to be required to be incuded or to be permitted to be incuded and to have eected such incusion. SCHEDULE K Federa Return Information If the corporation fies as a member of a federa consoidated group or fies as an S Corporation, enter the information as it appears on its proforma federa return. If the corporation fies a separate return, enter the information appearing on the federa 1120 fied with the IRS. PRIVACY ACT NOTIFICATION The Federa Privacy Act of 1974, as amended, requires agencies requesting Socia Security Numbers to inform individuas from whom they seek this information as to whether compiance with the request is vountary or mandatory, why the request is being made and how the information wi be used. The discosure of Socia Security Numbers for taxpayers is mandatory and is required by section of the Administrative Code of the City of New York. Such numbers discosed on any report or return are requested for tax administration purposes and wi be used to faciitate the processing of tax returns and to estabish and maintain a uniform system for identifying taxpayers who are or may be subject to taxes administered and coected by the Department of Finance, and, as may be required by aw, or when the taxpayer gives written authorization to the Department of Finance for another department, person, agency or entity to have access (imited or otherwise) to the information contained in his or her return. NYC-3L Instructions