LONG ISLAND LIGHTING CO
10-Q, 1996-05-14
ELECTRIC & OTHER SERVICES COMBINED
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<PAGE>   
                            FORM 10-Q


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE
                 SECURITIES EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                               OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                  COMMISSION FILE NUMBER 1-3571


                  LONG ISLAND LIGHTING COMPANY

       INCORPORATED PURSUANT TO THE LAWS OF NEW YORK STATE


INTERNAL REVENUE SERVICE - EMPLOYER IDENTIFICATION NO. 11-1019782


      175 EAST OLD COUNTRY ROAD, HICKSVILLE, NEW YORK 11801
                         (516) 755-6650

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE  PRECEDING 12 MONTHS (OR FOR SUCH  SHORTER  PERIOD THAT THE  REGISTRANT  WAS
REQUIRED  TO FILE  SUCH  REPORTS)  AND  (2)  HAS  BEEN  SUBJECT  TO SUCH  FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                   YES  [X]             NO


THE TOTAL  NUMBER OF SHARES OF THE  REGISTRANT'S  COMMON  STOCK,  $5 PAR  VALUE,
OUTSTANDING ON MARCH 31, 1996, WAS 119,955,799.




<PAGE>    




                          LONG ISLAND LIGHTING COMPANY






                                                                        PAGE NO.
                                                                        --------

PART I - FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

                   STATEMENTS OF INCOME                                     3

                   BALANCE SHEET                                            4

                   STATEMENT OF CASH FLOWS                                  6

                   NOTES TO FINANCIAL STATEMENTS                            7
 
     ITEM 2.   MANAGEMENT'S DISCUSSION AND
               ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS                                       11


PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                            19

     ITEM 2.  CHANGES IN SECURITIES                                        19

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                              19

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE                              19
              OF SECURITY HOLDERS

     ITEM 5.  OTHER INFORMATION                                            19

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                             19


     SIGNATURE                                                             20







                                     


<PAGE>    




                          LONG ISLAND LIGHTING COMPANY
                               STATEMENT OF INCOME
                                   (UNAUDITED)
                (Thousands of Dollars - except per share amounts)
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                                March 31
                                                                                  --------------------------------
                                                                                        1996               1995
                                                                                  --------------------------------
<S>                                                                                   <C>                <C>
REVENUES
Electric                                                                              $559,268           $545,887
Gas                                                                                    304,946            245,301
                                                                                  -------------      -------------
Total Revenues                                                                         864,214            791,188
                                                                                  -------------      -------------

EXPENSES
Operations - fuel and purchased power                                                  310,269            256,695
Operations - other                                                                     103,869             96,010
Maintenance                                                                             30,488             34,256
Depreciation and amortization                                                           37,565             35,634
Base financial component amortization                                                   25,243             25,243
Rate moderation component amortization                                                 (15,326)            11,487
Regulatory liability component amortization                                            (22,143)           (22,143)
Other regulatory amortization                                                           27,212             13,659
Operating taxes                                                                        120,028            111,607
Federal income tax - current                                                            12,838              2,613
Federal income tax - deferred and other                                                 43,750             45,252
                                                                                  -------------      -------------
Total Expenses                                                                         673,793            610,313
                                                                                  -------------      -------------
OPERATING INCOME                                                                       190,421            180,875
                                                                                  -------------      -------------

OTHER INCOME AND (DEDUCTIONS)
Rate moderation component carrying charges                                               5,900              6,842
Class Settlement                                                                        (5,372)            (5,467)
Other income and deductions, net                                                         5,920              3,504
Allowance for other funds used during construction                                         719                714
Federal income tax credit - deferred and other                                           2,451              2,209
                                                                                  -------------      -------------
Total Other Income and (Deductions)                                                      9,618              7,802
                                                                                  -------------      -------------
INCOME BEFORE INTEREST CHARGES                                                         200,039            188,677
                                                                                  -------------      -------------

INTEREST CHARGES AND (CREDITS)
Interest on long-term debt                                                             102,256            103,060
Other interest                                                                          16,971             16,344
Allowance for borrowed funds used during construction                                     (941)            (1,026)
                                                                                  -------------      -------------
Total Interest Charges and (Credits)                                                   118,286            118,378
                                                                                  -------------      -------------

NET INCOME                                                                              81,753             70,299
Preferred stock dividend requirements                                                   13,071             13,172
                                                                                  -------------      -------------
EARNINGS FOR COMMON STOCK                                                              $68,682            $57,127
                                                                                  =============      =============
AVERAGE COMMON SHARES OUTSTANDING (000)                                                119,944            118,712
EARNINGS PER COMMON SHARE                                                                $0.57              $0.48

DIVIDENDS DECLARED PER COMMON SHARE                                                     $0.445             $0.445
</TABLE>

See Notes to Financial Statements.


                                                                 

<PAGE>    
                          LONG ISLAND LIGHTING COMPANY
                                  BALANCE SHEET
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                      March 31       December 31
                                                        1996             1995
ASSETS                                              (unaudited)       (audited)
                                                    ------------     -----------

<S>                                                 <C>             <C>
UTILITY PLANT
Electric                                             $3,814,192      $3,786,540
Gas                                                   1,101,162       1,086,145
Common                                                  251,033         244,828
Construction work in progress                            89,375         100,521
Nuclear fuel in process and in reactor                   17,378          16,456
                                                    ------------     -----------
                                                      5,273,140       5,234,490
                                                    ------------     -----------
Less - Accumulated depreciation and
  amortization                                        1,670,015       1,639,492
                                                    ------------     -----------
Total Net Utility Plant                               3,603,125       3,594,998
                                                    ------------     -----------

REGULATORY ASSETS
Base financial component (less accumulated
  amortization of $681,554 and $656,311)              3,357,276       3,382,519
Rate moderation component                               420,298         383,086
Shoreham post-settlement costs                          977,565         968,999
Shoreham nuclear fuel                                    70,712          71,244
Unamortized cost of issuing securities                  214,938         222,567
Postretirement benefits other than pensions             380,089         383,642
Regulatory tax asset                                  1,795,430       1,802,383
Other                                                   199,705         230,663
                                                    ------------     -----------
Total Regulatory Assets                               7,416,013       7,445,103
                                                    ------------     -----------

                                                    ------------     -----------
NONUTILITY PROPERTY AND OTHER INVESTMENTS                16,961          16,030
                                                    ------------     -----------

CURRENT ASSETS
Cash and cash equivalents                               467,285         351,453
Special deposits                                         64,427          63,412
Customer accounts receivable (less allowance
  for doubtful accounts of $22,392 and $24,676)         349,029         282,218
LRPP receivable                                          28,801          69,558
Other accounts receivable                                39,741         107,387
Accrued unbilled revenues                               148,668         184,440
Materials and supplies at average cost                   63,733          63,595
Fuel oil at average cost                                 34,294          32,090
Gas in storage at average cost                            7,032          53,076
Deferred tax asset                                      191,000         191,000
Prepayments and other current assets                     10,176           8,986
                                                    ------------     -----------
Total Current Assets                                  1,404,186       1,407,215
                                                    ------------     -----------

                                                    ------------     -----------
DEFERRED CHARGES                                         29,017          21,023
                                                    ------------     -----------

TOTAL ASSETS                                        $12,469,302     $12,484,369
                                                    ============     ===========
</TABLE>


See Notes to Financial Statements.

                                                          


<PAGE>    

                          LONG ISLAND LIGHTING COMPANY
                                  BALANCE SHEET
                             (Thousands of Dollars)
<TABLE>
<CAPTION>
                                                      March 31       December 31
                                                        1996             1995
CAPITALIZATION AND LIABILITIES                      (unaudited)       (audited)
                                                    ------------     -----------

<S>                                                 <C>             <C>
CAPITALIZATION
Long-term debt                                       $4,472,675      $4,722,675
Unamortized discount on debt                            (15,765)        (16,075)
                                                    ------------     -----------
                                                      4,456,910       4,706,600
                                                    ------------     -----------

Preferred stock - redemption required                   639,550         639,550
Preferred stock - no redemption required                 63,881          63,934
                                                    ------------     -----------
Total Preferred Stock                                   703,431         703,484
                                                    ------------     -----------

Common stock                                            599,779         598,277
Premium on capital stock                              1,117,731       1,114,508
Capital stock expense                                   (50,382)        (50,751)
Retained earnings                                       806,227         790,919
                                                    ------------     -----------
Total Common Shareowners' Equity                      2,473,355       2,452,953
                                                    ------------     -----------

                                                    ------------     -----------
Total Capitalization                                  7,633,696       7,863,037
                                                    ------------     -----------

REGULATORY LIABILITIES
Regulatory liability component                          257,918         277,757
1989 Settlement credits                                 134,352         136,655
Regulatory tax liability                                115,560         116,060
Other                                                   142,892         133,098
                                                    ------------     -----------
Total Regulatory Liabilities                            650,722         663,570
                                                    ------------     -----------

CURRENT LIABILITIES
Current maturities of long-term debt                    665,000         415,000
Current redemption requirements of preferred stock        4,800           4,800
Accounts payable and accrued expenses                   228,882         260,879
Accrued taxes (including federal income tax    
                 of $41,524 and $28,738)                 50,249          60,498
Accrued interest                                        152,356         158,325
Dividends payable                                        58,025          57,899
Class Settlement                                         48,333          45,833
Customer deposits                                        29,236          29,547
                                                    ------------     -----------
Total Current Liabilities                             1,236,881       1,032,781
                                                    ------------     -----------

DEFERRED CREDITS
Deferred income tax                                   2,372,540       2,337,732
Class Settlement                                        127,315         129,809
Other                                                     9,651           8,304
                                                    ------------     -----------
Total Deferred Credits                                2,509,506       2,475,845
                                                    ------------     -----------

OPERATING RESERVES
Pension and other postretirements benefits              389,253         396,490
Claims and damages                                       49,244          52,646
                                                    ------------     -----------
Total Operating Reserves                                438,497         449,136
                                                    ------------     -----------

COMMITMENTS AND CONTINGENCIES                                 -               -
                                                    ------------    -----------

TOTAL CAPITALIZATION AND LIABILITIES                $12,469,302     $12,484,369
                                                    ============    ===========

</TABLE>

See Notes to Financial Statements.
                                                           
<PAGE>    

                          LONG ISLAND LIGHTING COMPANY
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                             (Thousands of Dollars)
<TABLE>
<CAPTION>

                                                                                                    Three Months Ended
                                                                                                         March 31
                                                                                        -----------------------------------
                                                                                                1996                 1995
                                                                                        -----------------------------------
<S>                                                                                          <C>                  <C>
OPERATING ACTIVITIES

Net Income                                                                                    $81,753              $70,299
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
      CASH PROVIDED BY OPERATING ACTIVITIES
  Provision for doubtful accounts                                                               4,828                4,701
  Depreciation and amortization                                                                37,565               35,634
  Base financial component amortization                                                        25,243               25,243
  Rate moderation component amortization                                                      (15,326)              11,487
  Regulatory liability component amortization                                                 (22,143)             (22,143)
  Other regulatory amortization                                                                27,212               13,659
  Rate moderation component carrying charges                                                   (5,900)              (6,842)
  Class Settlement                                                                              5,372                5,467
  Amortization of cost of issuing and redeeming securities                                      9,486               10,366
  Federal income tax - deferred and other                                                      41,299               43,043
  Allowance for other funds used during construction                                             (719)                (714)
  Gas Cost Adjustment                                                                          19,190               12,750
  Other                                                                                        15,542               10,438
CHANGES IN OPERATING ASSETS AND LIABILITIES
  Accounts receivable                                                                          (3,992)             (37,929)
  Accrued unbilled revenues                                                                    35,772               14,707
  Materials and supplies, fuel oil and gas in storage                                          43,702               60,714
  Accounts payable and accrued expenses                                                       (31,997)             (44,577)
  Accrued taxes                                                                               (10,249)             (23,372)
  Class Settlement                                                                             (5,366)              (6,773)
  Other                                                                                       (12,241)             (14,191)
                                                                                        --------------      ---------------
Net Cash Provided by Operating Activities                                                     239,031              161,967
                                                                                        --------------      ---------------

INVESTING ACTIVITIES

Construction and nuclear fuel expenditures                                                    (44,189)             (37,549)
Shoreham post-settlement costs                                                                (15,798)             (24,335)
Other                                                                                          (1,206)                (717)
                                                                                        --------------      ---------------
Net Cash Used in Investing Activities                                                         (61,193)             (62,601)
                                                                                        --------------      ---------------

FINANCING ACTIVITIES

Proceeds from sale of common stock                                                              4,672                4,619
Preferred stock dividends paid                                                                (13,072)             (13,232)
Common stock dividends paid                                                                   (53,247)             (52,636)
Other                                                                                            (359)                 182
                                                                                        --------------      ---------------
Net Cash Used in Financing Activities                                                         (62,006)             (61,067)
                                                                                        --------------      ---------------
Net Increase in Cash and Cash Equivalents                                                    $115,832              $38,299
                                                                                        ==============      ===============
Cash and cash equivalents at January 1                                                       $351,453             $185,451
Net increase in Cash and Cash Equivalents                                                     115,832               38,299
                                                                                        --------------      ---------------
Cash and Cash Equivalents at March 31                                                        $467,285             $223,750
                                                                                        ==============      ===============

SUPPLEMENTARY INFORMATION
   Interest paid, before reduction for the allowance
      for borrowed funds used during construction                                            $115,711             $113,672
   Federal income tax - paid                                                                      $50                    -

</TABLE>


See Notes to Financial Statements.


<PAGE>    

                         NOTES TO FINANCIAL STATEMENTS
                     FOR THE QUARTER ENDED MARCH 31, 1996
                                  (UNAUDITED)


NOTE 1. BASIS OF PRESENTATION

These Notes to Financial  Statements  reflect  events  subsequent to February 7,
1996,  the date of the most recent Report of Independent  Auditors,  through the
date of this Quarterly  Report on Form 10-Q for the three months ended March 31,
1996.  These Notes to Financial  Statements  should be read in conjunction  with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations for the three months ended March 31, 1996,  and the Company's  Annual
Report  on Form  10-K,  as  amended,  for the  Year  Ended  December  31,  1995,
incorporated herein by reference.

The financial statements  furnished are unaudited.  However, in the opinion
of management,  the financial statements include all adjustments,  consisting of
normal  recurring  accruals,  necessary for a fair  presentation  of the interim
period presented.  Operating results for this interim period are not necessarily
indicative  of results to be  expected  for the entire  year,  due to  seasonal,
operating and other factors.

Certain prior year amounts have been  reclassified to be consistent with current
year presentation.

NOTE 2. RATE MATTERS

ELECTRIC

In 1995, the Company  requested that the Public Service  Commission of the State
of New York (PSC) extend the  provisions of its 1995 electric rate order through
November 30, 1996. The 1995 rate order, which became effective December 1, 1994,
froze electric rates, reduced the Company's allowed return on common equity from
11.6% to 11.0% and modified or eliminated certain performance-based incentives.

In early 1996, the PSC issued an Order to Show Cause and instituted a proceeding
to examine various opportunities to reduce the Company's current electric rates.
Specifically,  the Company was directed to address the following: (i) should all
or a part of the $81 million  Suffolk  County  property  tax  recovery  that the
Company received in January 1996, pursuant to a final judgment that the Shoreham
property  was  overvalued  for  property  tax  purposes  between  1976  and 1983
(excluding  1979 which had previously  been settled),  be used to reduce current
rates;  (ii) should the Company  accelerate  the schedule to return to customers
the $26 million  1995 rate year net  reconciliation  credit;  (iii)  whether any
adjustments to the Company's previously filed 1996

                           

<PAGE>    

rate year cost of service  forecast could be made and used to reduce rates;  and
(iv) to  revisit  the  mechanics  of the Fuel Cost  Adjustment  (FCA)  clause to
determine  whether all or a portion of any fuel cost savings  could be reflected
in  current  customer  bills  rather  than  being  applied  to  reduce  the Rate
Moderation  Component (RMC) balance. For a further discussion of the RMC and the
FCA see  Notes 1, 2 and 3 of  Notes  to  Financial  Statements  included  in the
Company's  Annual Report on Form 10-K, as amended,  for the Year Ended  December
31, 1995.

In its March 8, 1996  response  to the Order to Show Cause,  the Company  stated
that it shared the PSC's concern regarding  electric rate levels and is prepared
to assist the PSC in pursuing every  reasonable  opportunity to reduce  electric
rates.  Consistent  with  the  Rate  Moderation  Agreement  (RMA),  one  of  the
constituent documents of the 1989 Settlement,  the Company favors long-term rate
stabilization and opposes short-term rate reduction followed by a period of rate
increases.  The Company also addressed, as discussed below, the negative effects
that the adoption,  in whole or in part, of any or all of the items set forth in
the Order to Show  Cause,  would have on  long-term  rates and on the  Company's
financial condition.

Specifically,  the Company's  position is that, in accordance  with the RMA, the
$81  million  Suffolk  County  property  tax  recovery,  net  of $5  million  of
litigation  expenses,  should be utilized as a component of a long-range plan to
eliminate  or  ameliorate  future  rate  increases.  It should not be used for a
temporary rate reduction.  The Company believes that this can be accomplished by
crediting  the tax recovery to the RMC. The Company  believes  that not applying
this recovery to the RMC could be  interpreted  by the financial  community as a
diminishing of regulatory  support for the 1989  Settlement,  thereby  seriously
undermining the Company's  financial ratings resulting in higher borrowing costs
for the Company and higher rates for ratepayers.  The Company also believes that
any   acceleration  of  ratepayer   credits,   including  the  $26  million  net
reconciliation  credit,  should  be  accompanied  by an  acceleration  of  known
increases in the Company's cost of service.  In addition,  the Company  believes
that no  adjustments  to the  Company's  updated cost of service  estimates  are
warranted and that rates for 1996 should remain at their current level. In fact,
revenues  under the current rate  structure are less than the amount the Company
would be entitled to under conventional  ratemaking  justifying a rate increase,
not a rate decrease.

As to altering the FCA  mechanics,  the Company  believes that such  adjustments
would  lead to  short-term  rate  reductions  but cause an  increase  in the RMC
balance which would in turn, be accompanied by future rate increases in order to
fully  amortize  the RMC  balance  by the year  2000,  as called for in the 1989
Settlement.  Furthermore,  the  Company  believes  that  any  change  to the FCA
mechanism, which was established by the RMA, would be viewed by

                                  
<PAGE>   

the  financial  community  as a  diminishing  of the PSC's  support for the 1989
Settlement.

In April 1996,  the PSC Staff  (Staff)  and other  intervenors  submitted  their
responses to the Company's filing in the Order to Show Cause  proceeding.  Staff
recommended  that the Company's rates be decreased by 2%, or  approximately  $50
million,  on a temporary  basis effective July 1, 1996.  Staff's  recommendation
proposed  maintaining  rates at this reduced level for a three-year  period.  To
achieve a sustained 2% revenue  reduction Staff proposes that: (i) the Company's
allowed  return  on common  equity  be  reduced  from  11.0% to 10.5%;  (ii) the
Company's  projected  non-fuel  O&M expenses be reduced from the updated cost of
service estimate by $10 million through 1998, by $12 million in 1999, and by $14
million in 2000;  (iii) $30 million of the  Shoreham  property  tax  recovery be
returned to customers  over a three-year  period  beginning  July 1, 1996 at the
rate of $10  million  per year with the  remaining  balance,  net of  litigation
costs,  credited to the RMC; and (iv) the 1995 net reconciliation  credit of $26
million be returned to ratepayers  over a three-year  period  beginning  July 1,
1996.  Additionally,  Staff  recommended that no change be made to the Company's
FCA mechanism  citing its importance as a means for reducing the RMC balance and
stabilizing rates.

At the April 17, 1996, PSC Open Session, the PSC's Chairman, after review of the
Company's  response and the replies of the Staff and other  intervenors,  stated
that the PSC will expand the  boundaries of the Order to Show Cause in an effort
to provide  "immediate and substantial rate relief".  The PSC's Chairman did not
address either the Staff's  suggested 2% temporary rate reduction,  or any Order
to Show Cause issues.

On April 25, 1996,  the Commission  issued its Order  expanding the scope of the
Show Cause  proceeding.  The Order directs the Company to file,  within 60 days,
financial and other information,  of rate case quality,  sufficient to provide a
basis for setting new rates for the Company's electric service. According to the
Order,  the Company's  filing shall  encompass both a single rate year beginning
January 1, 1997 and a three-year  rate plan for the period  1997-1999.  Although
the PSC  indicated  that the  proceeding  will be  conducted  in an  expeditious
manner,  the Company is unable to determine  when a decision in this  proceeding
will be  reached  and  what  effect,  if any,  such  decision  will  have on its
financial condition and results of operations.

                               
<PAGE>    

NOTE 3.  CAPITALIZATION

On May 1, 1996, the Company  retired $415 million of General and Refunding (G&R)
Bonds at maturity.  The Company  satisfied this obligation  without the need for
external  financing,  utilizing cash on hand and cash previously  deposited with
the G&R Trustee.


<PAGE>    

MANAGEMENTS' DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1996

RESULTS OF OPERATIONS

EARNINGS

Earnings  for common  stock for the three months ended March 31, 1996 were $68.7
million or $0.57 per common share compared with $57.1 million or $0.48 per share
for the same period last year.

Gas business earnings increased for the three month period ended March 31, 1996,
when  compared  to the same  period in the prior  year as a result of a 3.2% gas
rate increase which became effective December 1, 1995, an increase in off-system
sales,  and  additional  sales volumes from space  heating  customers due to the
colder  winter  weather  and an increase  in the total  number of space  heating
customers.

Electric business earnings  increased for the three month period ended March 31,
1996,  when compared to the same period in the prior year,  due to the growth in
the common equity component of the Company's earnings base and the fact that the
Company  was able to earn close to its allowed  return on common  equity on this
increased amount.

REVENUES

Total  revenues for the three  months ended March 31, 1996 were $864.2  million,
representing  an increase of $73.0  million  over total  revenues  for the three
months  ended  March 31,  1995.  Gas  revenues  increased  by $59.6  million and
electric revenues increased by $13.4 million when compared to the same period in
1995.

The increase in gas revenues for the three months ended March 31, 1996, compared
with the same period in 1995,  is primarily  the result of higher sales  volumes
resulting  from a colder  winter and an  increase  in the number of gas  heating
customers resulting from the Company's gas expansion program.  Also contributing
to higher gas revenues were higher fuel expense recoveries,  a gas rate increase
of 3.2% which was effective December 1, 1995 and higher off-system gas sales.

The increase in electric  revenues during the three months ended March 31, 1996,
when  compared to the same period in 1995,  was  primarily  due to higher  sales
volumes caused by the colder weather experienced in the region. The higher sales
volumes  however,  will  have no effect on 1996  earnings  due to the  Company's
current electric rate structure which provides for a


<PAGE>   

revenue reconciliation mechanism that eliminates the impact on earnings of sales
volumes that are above or below adjudicated levels.

FUELS AND PURCHASED POWER

Fuels and purchased power expenses for the three months ended March 31, 1996 and
1995 were as follows:
<TABLE>
<CAPTION>

                                                 Three Months Ended
                                                 3/31/96      3/31/95
                                                 -------      -------
                                                    (In Millions)
      <S>                                         <C>             <C>
      ELECTRIC SYSTEM
        Oil                                       $ 67            $ 37
        Gas                                          7              28
        Nuclear                                      4               3
        Purchased Power                             81              75
                                                  ----            ----
      Total Electric Fuel Costs                    159             143

      GAS SYSTEM                                   151             114
                                                  ----            ----
      Total                                       $310            $257
                                                  ====            ====

</TABLE>

For the three months ended March 31, 1996,  electric fuel costs were higher when
compared to the same period last year  primarily as a result of increased  sales
volumes resulting from the colder weather.  Also contributing to the higher fuel
cost was higher prices for oil, gas and purchased power.

Gas fuel costs for  operating  the gas business  increased  for the three months
ended  March 31,  1996,  when  compared  to the same  period last year due to an
increase in sales volumes coupled with higher gas prices.

The percentages of total electric energy  available by type of fuel for electric
operations for the three months ended March 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                 Three Months Ended
                                                 3/31/96     3/31/95
                                                 -------     -------
      <S>                                         <C>           <C>
      Oil                                          42%           27%
      Gas                                           8            24
      Nuclear                                      10             9
      Purchases                                    40            40
                                                  ----          ----
      Total                                       100%          100%
                                                  ====          ====
</TABLE>


Electric generation with oil increased in 1996 as it became more economical than
generation  with gas given the increase in the price of gas resulting  from high
demand associated with the

<PAGE>   

colder winter. In fact, the Company found it beneficial to sell a portion of its
gas supply acquired for electric generation to off-system entities. Profits made
from  these  electric  gas  sales  more than  offset  the  incremental  costs of
generating  with oil.  Profits  from these sales were used to offset the cost of
fuel for electric generation,  thereby providing electric energy to customers at
the lowest cost possible.

OPERATIONS AND MAINTENANCE EXPENSES

Operations and maintenance  (O&M) expenses,  excluding fuel and purchased power,
amounted to $134.4  million for the three months ended March 31, 1996,  compared
to $130.3  million for the three months ended March 31, 1995.  This  increase of
$4.1 million or 3.1%,  for the three months ended March 31, 1996,  when compared
to the same period in 1995,  is primarily  attributable  to an increase in storm
restoration  costs during the period which are  included in the  maintenance  of
overhead lines.

RATE MODERATION COMPONENT

The  Rate  Moderation  Component  (RMC)  reflects  the  difference  between  the
Company's revenue  requirements under  conventional  ratemaking and the revenues
resulting from the  implementation  of the rate  moderation plan provided in the
Rate Moderation Agreement (RMA) and subsequent rate case decisions.

For the three months ended March 31, 1996, the Company  recorded a non-cash
credit to income of approximately  $15.3 million  representing an amount, net of
offsets  generated by the Fuel Moderation  Component (FMC)  mechanism,  by which
adjudicated  revenues  were below  revenues  that would have been  earned  under
conventional ratemaking.  For the three months ended March 31, 1995, the Company
recorded a non-cash charge to income of  approximately  $11.5 million as amounts
resulting  from the  operation of the FMC,  combined with a PSC mandated cost of
service adjustment and the collection of an amount equal to the 1992 Long Island
Lighting Company  Ratemaking and Performance Plan (LRPP)  amortization,  as more
fully  discussed  under  Other  Regulatory  Amortization,  more than  offset the
non-cash  credits that were  recorded  because  adjudicated  revenues were below
revenues that would have been earned under conventional ratemaking.

In recent years, the operation of the FMC has been a significant  contributor to
the reduction of the RMC balance.  However, recent increases in the cost of fuel
have resulted in a reduction in the FMC credit to a level below what the Company
has experienced  over the past several years. As a result,  the  amortization of
the RMC balance may be less than what it has been in recent years.  However, the
Company  continues to believe that the full amortization of the RMC balance will
take place within the time frame established by the RMA.

<PAGE>    

For a further  discussion  of the RMC,  RMA and FMC see Notes 1, 2 and 3 of
Notes to Financial  Statements  included in the Company's  Annual Report on Form
10-K, as amended, for the Year Ended December 31, 1995.

OTHER REGULATORY AMORTIZATION

For  the  three  months  ended  March  31,  1996,  and  1995,  other  regulatory
amortization  was a  non-cash  charge  to  income of $27.2  million  and  $13.7,
million,  respectively.  This increase has no impact on earnings, as the Company
recovers  an  equivalent  amount of  revenue  under its  current  electric  rate
structure.

Included in other  regulatory  amortization for the three months ended March 31,
1996 is $16.3  million of  amortization  expense  related to deferrals  recorded
under  the LRPP  for the rate  year  ended  November  31,  1994,  as more  fully
discussed in Note 3 of Notes to Financial  Statements  included in the Company's
Annual Report on Form 10-K, as amended, for the Year Ended December 31, 1995. No
LRPP  amortization was recorded in other  regulatory  amortization for the three
months ended March 31, 1995, as the PSC did not approve the  amortization of the
1993 LRPP balance until June 1995. The PSC did,  however,  authorize the Company
to  continue  its  monthly  collection  of an  amount  equal  to the  1992  LRPP
deferrals.  Approximately $8 million  collected for the three months ended March
31, 1995, via the fuel adjustment  clause, was applied to reduce the RMC balance
and therefore was not included in other regulatory amortization.

Partially  offsetting the above items was an electric ratemaking mechanism which
provides for a revenue  reconciliation  adjustment  to  eliminate  the impact on
earnings of experiencing sales that are above or below adjudicated  levels. As a
result of actual  sales for the three  months  ended  March 31, 1996 being lower
than the adjudicated  level, the Company recorded a non-cash credit to income of
$1.3 million,  net of tax. For the three months ended March 31, 1995 the Company
recorded a $4.9 million,  net of tax charge to income  because actual sales were
higher than the adjudicated level during this period.

OPERATING TAXES

For the three  months  ended March 31,  1996,  operating  taxes  totaled  $120.0
million,  an increase of $8.4  million or 7.5% over the  comparable  period last
year. The increase in operating  taxes was  attributable  to higher property and
revenue taxes.

FEDERAL INCOME TAXES

For the three  months ended March 31, 1996,  federal  income tax totalled  $54.1
million,  an increase of $8.4 million or 18.4% over the  comparable  period last
year. The increase in federal income


<PAGE>   

tax was primarily the result of an increase in pre-tax book income.

The Alternative Minimum Tax (AMT) liability for the three months ended March 31,
1996 totaled $12.8  million,  an increase of $10.2  million over the  comparable
period last year.  The higher AMT liability is a result of the full  utilization
of the AMT Net  Operating  Loss (NOL)  carryforward  for the three  months ended
March  31,  1996.  The  Company   anticipates  an  AMT  liability  for  1996  of
approximately $80 million.



<PAGE>    

FINANCIAL CONDITION

LIQUIDITY

At  March  31,  1996,  the  Company's  cash  and cash  equivalents  amounted  to
approximately  $467 million,  compared to $351 million at December 31, 1995. The
cash balance at March 31, 1996 includes the proceeds of the $81 million  Suffolk
County  property tax recovery that the Company  received in January 1996.  For a
further  discussion of the Suffolk  County  property tax recovery see Note 2 and
Note 3 of Notes to Financial  Statements included in the Company's Annual Report
on Form 10-K, as amended, for the Year Ended December 31, 1995.

On May 1, 1996, $415 million of the Company's  General and Refunding (G&R) Bonds
matured.  The  Company  satisfied  this  obligation  without  the need to obtain
additional financing,  utilizing cash on hand and cash previously deposited with
the G&R Trustee. In addition,  the Company currently estimates that it will need
to make Federal Income Tax payments  totaling  approximately  $80 million during
1996 as a result of exhausting  the  Alternative  Minimum Tax Net Operating Loss
carryforward during 1996.

In 1997 and 1998,  the  Company  has debt  maturities  of $250  million and $100
million, respectively. The Company intends to use cash generated from operations
to the maximum extent practicable to satisfy these obligations.

The Company  also has  available  for its use a $300 million  revolving  line of
credit through October 1, 1996,  provided by its 1989 Revolving Credit Agreement
(1989 RCA). At March 31, 1996, no amounts were  outstanding  under the 1989 RCA.
This line of credit  is  secured  by a first  lien upon the  Company's  accounts
receivable and fuel oil inventories.

Although the Company has no current plans for  accessing  the public  markets to
raise capital for the next several  years,  the Company would take  advantage of
any tax-exempt financing made available to it.


<PAGE>   

CAPITAL REQUIREMENTS AND CAPITAL PROVIDED

Capital  requirements  and capital provided for the three months ended March 31,
1996 were as follows:
<TABLE>
<CAPTION>
                                                (In Millions of Dollars)
- --------------------------------------------------------------------------------
                                                   Three Months Ended
                                                     March 31, 1996
- --------------------------------------------------------------------------------
<S>                                                      <C>
CAPITAL REQUIREMENTS

Total Construction                                       $   44
- --------------------------------------------------------------------------------
Preferred stock dividends                                    13
Common stock dividends                                       53
- --------------------------------------------------------------------------------
Total Dividends                                              66
- --------------------------------------------------------------------------------
Shoreham post-settlement costs                               16
- --------------------------------------------------------------------------------
Total Capital Requirements                               $  126
================================================================================

CAPITAL PROVIDED

Cash generation from operations                          $  239
(Increase) in cash                                         (116)
Common stock issued                                           5
Other investing and financing activities                     (2)
- --------------------------------------------------------------------------------
Total Capital Provided                                   $  126
================================================================================
</TABLE>

For further information, see the Statement of Cash Flows.

Given  the  Company's   current  electric  load  forecast  and  considering  the
availability of electricity provided by the Company's generating  facilities and
firm  purchases  of  power  from  others,  the  Company  believes  it will  need
additional  capacity in 1997,  which it plans to satisfy through a firm purchase
contract. The Company anticipates it will need an additional generating facility
in the 1999-2000  time frame.  This facility will most likely be  constructed on
behalf of the Company by an outside  party and as such,  will not be financed by
the Company.  The Company  estimates that cash generated from operations will be
sufficient to meet total capital expenditures for the remainder of 1996.


<PAGE>    

INVESTMENT RATING

The Company's  securities  are rated by Standard and Poor's  Corporation  (S&P),
Moody's Investors Service (Moody's),  Fitch Investors  Service,  L.P.(Fitch) and
Duff and  Phelps,  Inc.  (D&P).  The credit  ratings  for each of the  Company's
principal securities remain unchanged since December 31, 1995.

As  a  result  of  the  PSC's  recent  decision  to  institute  a  comprehensive
examination of the Company's rate structure and financial condition,  several of
the rating agencies have been reexamining the Company's ratings. Moody's revised
its review from  "direction  uncertain" to "review for possible  downgrade"  and
Fitch  placed  the  Company's   securities   from   FitchAlert   with  "evolving
implications" to FitchAlert with "negative implications".  D&P and S&P's outlook
remain unchanged from December 31, 1995.

For a further  discussion of the Company's  credit  ratings see  Investment
Rating in the Company's  Annual  Report on Form 10-K,  as amended,  for the Year
Ended December 31, 1995.

RATE MATTERS

For a  discussion  of  recent  rate  matters  see Note 2 of  Notes to  Financial
Statements and Note 3 of Notes to Financial Statements included in the Company's
Annual Report on Form 10-K, as amended, for the Year Ended December 31, 1995.

LONG ISLAND POWER AUTHORITY PROPOSED PLAN

On February 28, 1996,  the Board of Trustees of the Long Island Power  Authority
(LIPA)  approved a resolution  which,  among other things,  authorized  the LIPA
chairman and his designees to enter into negotiations with the Company regarding
the  disposition of the Company's  assets and/or stock,  in a manner  consistent
with the framework set forth in a plan previously proposed by a committee of the
LIPA Board (Proposed Plan).

Shortly after approval of the resolution by the LIPA Board,  the Company's Board
of   Directors   authorized   representatives   of  the  Company  to  meet  with
representatives of LIPA to discuss this matter. Although discussions between the
Company and LIPA are ongoing,  the Company is unable to determine  what plan, if
any, will be pursued by it and/or LIPA or whether any related  transaction  will
be consummated.

For  additional  information  regarding the Proposed  Plan,  see Note 10 of
Notes to Financial  Statements in the  Company's  Annual Report on Form 10-K, as
amended, for the Year Ended December 31, 1995.

<PAGE>   

PART II.    OTHER INFORMATION



ITEM 1.     LEGAL PROCEEDINGS

      None.


ITEM 2.     CHANGES IN SECURITIES

      None.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      None.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5.     OTHER INFORMATION

      None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


      A.    EXHIBITS

            None.

      B.    REPORTS ON FORM 8-K

            None.


<PAGE>   


                                   SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          LONG ISLAND LIGHTING COMPANY
                                          (Registrant)


                                          By /S/ ANTHONY NOZZOLILLO
                                          -------------------------
                                                 ANTHONY NOZZOLILLO
                                            Senior Vice President and
                                            Principal Financial Officer


Dated:  May 14, 1996


<PAGE>   


                                 EXHIBIT INDEX
                                 -------------


                                                                        EXHIBIT
DESCRIPTION                                                         NO.
- -----------                                                         ---
                                                                          
Financial Data Schedule (Exhibit 27).                               27        



<TABLE> <S> <C>

<ARTICLE>                     UT
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
Statement of Income, Balance Sheet and Statement of Cash Flows, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
  
<MULTIPLIER>                  1,000
       
<S>                                          <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END>                            DEC-31-1996
<PERIOD-END>                                 MAR-31-1996
<BOOK-VALUE>                                    PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      3,603,125
<OTHER-PROPERTY-AND-INVEST>                       16,961
<TOTAL-CURRENT-ASSETS>                         1,404,186
<TOTAL-DEFERRED-CHARGES>                          29,017
<OTHER-ASSETS>                                 7,416,013
<TOTAL-ASSETS>                                12,469,302
<COMMON>                                         599,779
<CAPITAL-SURPLUS-PAID-IN>                      1,067,349
<RETAINED-EARNINGS>                              806,227
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 2,473,355
                            639,550
                                       63,881
<LONG-TERM-DEBT-NET>                           4,472,675
<SHORT-TERM-NOTES>                                     0
<LONG-TERM-NOTES-PAYABLE>                              0
<COMMERCIAL-PAPER-OBLIGATIONS>                         0
<LONG-TERM-DEBT-CURRENT-PORT>                    665,000
                          4,800
<CAPITAL-LEASE-OBLIGATIONS>                            0
<LEASES-CURRENT>                                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 4,150,041
<TOT-CAPITALIZATION-AND-LIAB>                 12,469,302
<GROSS-OPERATING-REVENUE>                        864,214
<INCOME-TAX-EXPENSE>                              56,588
<OTHER-OPERATING-EXPENSES>                       617,205
<TOTAL-OPERATING-EXPENSES>                       673,793
<OPERATING-INCOME-LOSS>                          190,421
<OTHER-INCOME-NET>                                 9,618
<INCOME-BEFORE-INTEREST-EXPEN>                   200,039
<TOTAL-INTEREST-EXPENSE>                         118,286
<NET-INCOME>                                      81,753
                       13,071
<EARNINGS-AVAILABLE-FOR-COMM>                     68,682
<COMMON-STOCK-DIVIDENDS>                          53,247
<TOTAL-INTEREST-ON-BONDS>                        102,256
<CASH-FLOW-OPERATIONS>                           239,031
<EPS-PRIMARY>                                      $0.57
<EPS-DILUTED>                                      $0.57
        

</TABLE>


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