Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

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São Paulo, November 13, 2013 – CPFL Energia S.A. (BM&FBOVESPA: CPFE3 and NYSE: CPL), announces its 3Q13 results. The financial and operational information herein, unless otherwise indicated, is presented on a consolidated basis and is in accordance with the applicable legislation. Comparisons are relative to 3Q12, unless otherwise stated.

CPFL ENERGIA ANNOUNCES 3Q13 NET INCOME

OF R$ 355 MILLION

Notes:

(1)     Disregard construction revenues;

(2)     EBITDA (IFRS) is calculated from the sum of net income, taxes, financial result, depreciation/amortization and result of pension fund contributions;

(3)     EBITDA (IFRS + Proportional Consolidation for Generation) considers, besides the items mentioned on note (1) above,  the proportional consolidation of assets that  are now accounted by the equity method, due to changes in accounting standards (IFRS 11/CPC 19 (R2));

(4)     Adjusted EBITDA considers, besides the items mentioned on note (2) above, the regulatory assets and liabilities and excludes the non-recurring effects;

(5)     Adjusted Net Income considers the regulatory assets and liabilities and excludes the non-recurring effects.

3Q13 HIGHLIGHTS

•  Total energy sales outwards the Group were up 4.7% 

•  Energy sales were up 4.3% in the concession area – increases of residential (+7.6%), commercial (+4.9%) and industrial (+2.5%)

•  Commercial start-up of Coopcana biomass TPP (50 MW), in August 2013, Campo dos Ventos II wind farm (30 MW), in October 2013, and Alvorada biomass TPP (50 MW), in November 2013

•  Economic tariff readjustment of 7.42% for CPFL Piratininga in October 2013

•  Disbursement from sector fund (CDE)  for CPFL Piratininga, according  to decree 7,945/13, in the amount of R$ 167 million in 3Q13

•  Capex of R$ 331 million in 3Q13

•  Payment of interim dividends  related to 1H13, in the amount of R$ 363 million

•  CPFL Energia was elected as the Company of the Year by Época Negócios 360º Yearbook

•  CPFL Energia was recognized by the Carbon Disclosure Project (CDP) as one of the 10 leading companies in transparency on emissions of greenhouse gases (Best Utilities Company)

•  CPFL among the 20 more innovative companies of Brazil in 2013 Best Innovator Award

•  In the 2013 Electricity Award, of Eletricidade Moderna magazine, CPFL Piratininga (State Companies category) and CPFL Jaguari (Smaller Companies category) were elected as the Best National Companies

1) MESSAGE FROM THE CEO

The third quarter of 2013 was quite positive for CPFL Energia as we returned to reporting solid results, driven by the above-average economic performance of the regions where we operate. Energy sales in our concession area registered a surprising increase of 4.3% in the quarter, surpassing the national average of 3.9%. We reported above-average growth in all the regions where we operate, with our São Paulo operations growing 3.6%, versus 2.2% growth of the southeast region, and 7.8% in RGE versus 5.8% in the south region. The residential segment posted a strong 7.6% growth, especially in the concession area of RGE, which grew 13.0x% on account of the low temperatures in southern Brazil in recent months. The industrial segment also reported excellent performance, growing 2.5% and maintaining the pace of the second quarter this year (2.7%), while signaling a recovery in industrial production. In RGE’s concession area alone, the industrial segment grew 8.8x%. The commercial segment also resumed the pace of higher growth, expanding 4.9% in the quarter after a significant slowdown in the second quarter of 2013 (2.3%).

With regard to the periodic tariff review cycle, RGE was the last of our concessionaires to go through the review cycle, in June. With this, all our distribution companies are already running the new parameters of the new cycle.  Comparing the managerial EBITDA of 3Q13 with that of 3Q12, we notice a decline of nearly 20%, which is in line with our expectations. To offset this already expected decline, several cost-cutting initiatives are in progress. Here, I wish to mention the results of our initiatives, Zero-Based Budgeting and Retirement Incentive Program (PAI). Since 2011, when we announced these initiatives, we have managed to reduce R$ 137 million, in real terms, in the nine months of 2013 compared to the same period in 2011. This represents almost R$ 70 million a year, in just the nine months of the year. We are now focused on optimizing our operations, improving efficiency and increasing productivity.

I must also mention the evolution of our Tauron Project, which involves the deployment of a smart grid network in our concession area. Some of our teams are already equipped with tablets and GPS systems to better serve our customers, thus optimizing the operations of our distribution network. We have already reached the mark of 9,000 smart meters installed and integrated with our RF Mesh data network, which implies more efficient management of our network and cost savings on meter readings and delivery of bills. The addition of this new technology to our operations contributed nearly R$ 24 million to our EBITDA in the first nine months of 2013. We still have a long way to go, considering that we plan to reach the mark of 25,000 meters for Group A by mid-2014. This will enable us to take this technology to low-tension consumers in the future, resulting in a significant improvement in the quality of service provided to our customers.

In case of our subsidiary CPFL Renováveis, our generation facilities are undergoing full expansion. We placed new assets in operation this quarter - Bio Coopcana (50 MW) and the Campo dos Ventos II wind farm (30 MW). Together, these plants will bring annual revenues of over R$ 40 million. Now in November, Bio Alvorada went into operation, with 50 MW of installed capacity. We also have more than 198 MW scheduled to go operational in the fourth quarter of 2013 and 254 MW in the first half of 2016, bringing the total installed capacity to 1,735 MW, the largest portfolio of alternative renewable sources in Brazil.

Our financial leverage reached 3.53x at the end of the third quarter of 2013. This level reflects our massive investments in operational expansion, especially at CPFL Renováveis, as well as the improvements to our distribution network and the deployment of the new smart grid technology. Thus, with the maturation of these investments, combined with the results of our initiatives to reduce and rationalize costs, we will generate higher operational cash flows and gradually deleverage the Company.

Despite the regulatory changes and the volatility caused by the water levels in 2013, I am highly confident that we are solidly on the right track to take advantage of the best opportunities in the market. We are centenary and solid Company, and are committed to our reputation for financial and capital discipline, while constantly focused on generating value for all our shareholders and investors.

Wilson Ferreira Jr.

CEO of CPFL Energia

2) MACROECONOMIC CONTEXT

Amid a weak global economic growth in 2013, some factors bring hope and indicate improvements for 2014. Industrial production continues to grow worldwide and the PMI ^[1]  manufacturing survey shows a better scenario in the future.

Forecasts for 2013 and 2014 GDP (%) – selected economies

Source and forecasts: IMF

In the domestic scenario, there was a slight decline in activity due to higher inflation, the tightening of credit conditions, currency devaluation, recent social manifestations and the reduction in business and consumer confidence. However, some indicators suggest optimism: payroll, for example, grew 0.8% in September compared to August, seasonally adjusted. Thus, growth was 2.8% for the year in total metropolitan areas, and significantly higher in the cities most closer to the areas served by CPFL Energia – 4.4% and 6.5% in São Paulo Metropolitan Area and Porto Alegre Metropolitan Area, respectively, in the same comparison. Still regarding the labor market, according to CAGED ^[2], 211,000 new jobs were created in Sep/13, an increase of 40% if compared to the 150,000 jobs created in the same month of 2012.

The consumer confidence index grew again in October (0.6% compared to September) and is remaining in positive level (above 100). Since October 2012, the index was showing a drop, but this movement was reversed in the last July.

Consumer Confidence Index

below 100=pessimism

Source: FGV

This recovery is also reflected in retail sales, which increased 6.0% in July and 6.2% in August, compared to the same months of 2012. Sales of furniture and appliances grew by 11.0% and 7.8% in the months of July and August, respectively, in the same comparison. It is noteworthy that this increase is also stimulated by lower tax rates for furniture and appliances and incentives to consumption via credit, especially the “Minha Casa Melhor” Program.

The industry, however, still remains in an irregular pace. With strong monthly fluctuations, industrial production grew by 1.6% over the year (compared to a decline of 2.6% in 2012), driven by the capital goods sector.

Evolution of Brazilian GDP - % annual

Source: IBGE

In this context, Brazilian GDP is expected to grow 2.6% in 2013 and reach a little higher pace in 2014, up 2.9%, according to the projections of LCA Consultores.

Investment to be the protagonist in order to sustain growth and allow further expansion of consumption

In recent years, the expansion of the Brazilian economy and, consequently, the power consumption, has been supported by a strong consumption cycle.

With the influence of the positive external scenario until 2008 and with effective policies to stimulate consumption and income distribution, it was possible to observe a social ascension, with the migration of high contingent from classes D and E to classes AB and C.

Distribution of households by income | %

Source: IBGE. Estimates: LCA Consultores.

In the last decade, the unemployment rate fell to its historical lowest level and the minimum wage presented a real gain of 71% between the years 2002 and 2012. The total income grew by 44% in the same period and more than 14 million formal jobs were created.

Unemployment rate and real minimum wage

Source: IBGE and IPEA. Estimates: LCA Consultores.

Credit was also an important element in this context. The credit to individuals (non-earmarked resources), which represented 11.9% of GDP in 2007, reached 15.7% of GDP in 2012, a level that should stabilize in 2013.

Credit to individuals – non-earmarked resources | % GDP

Source: Brazilian Central Bank. Estimates: LCA Consultores

Thus, the household consumption grew at relevant rates in the period, although these rates are being lower in recent years.

Household consumption | % annual

Source: IBGE. Estimates: LCA Consultores.

But this consumption cycle observed in the last decade tend to contribute less to the expansion of the Brazilian economy in the coming years, given the saturation of these growth vectors. Thus, it is necessary to stimulate the expansion of investment in Brazil, in order to sustain economic growth and to allow further expansion of consumption. The Brazilian investment rate is still very low compared to other countries. Despite the advances in investment we are seeing this year, we expect to end 2013 with the Gross Fixed Capital Formation (Investment) amounting to 19.8% of GDP. For comparison, in 2012, this indicator for Latin America was on average 21.6% while the world average was 24.5%. Among the BRICs, the investment rate reached 31.8%, strongly influenced by investment in China (48.9% of GDP) and India (35.6% of GDP).

Investment rate (GFCF/GDP) (%)

Source: IBGE and IMF. Estimates: LCA Consultores.

Another sign of the need to stimulate investment is the Global Competitiveness Index, recently published by the World Economic Forum. In a competitiveness ranking comprising 148 countries, Brazil is only the 56^th. In the categories breakdown, Brazil is well positioned only in "market size", given the great importance of consumer market to the whole economy, while the other evaluated items indicate that Brazil still needs to evolve. It is worth mentioning especially the issue of "Infrastructure", where Brazil is only in the 71^st position.

Global Competitiveness Index

                        Source: Global Competitiveness Report 2013-2014 – World Economic Forum

The same document also presents the most problematic factors for business expansion, according to entrepreneurs. Again Infrastructure appears in a prominent, thus demonstrating the need for measures to reverse this situation.

The most problematic factors for doing business (%)

Source: Global Competitiveness Report 2013-2014 – World Economic Forum

In order to stimulate investment, it is necessary to change the institutional framework that defines today the expansion of infrastructure, with the adaptation of concession auction rules, so as to let the market define the rate of return for projects through competition, making them viable and attractive to private capital. It is also necessary a policy of industrial development and technological innovation to accelerate the investment program of the productive sector. In the context of fiscal and exchange policies, some adjustments must be made ​​to increase the transparency, stabilize the exchange rate and avoid excessive appreciation and volatility. Finally, social policies, which stimulated demand in recent years, should continue, in order not to reverse expectations of increased consumption.

3) ENERGY SALES

3.1) Sales within the Distributors’ Concession Area

In 3Q13, sales within the concession area, achieved by the distribution segment, totaled 14,490 GWh, an increase of 4.3%.

Note: Take into account changes in billing calendar in RGE in 9M12.

In 3Q13, sales to the captive market totaled 10,084 GWh, an increase of 3.0%. The energy volume, in GWh, consumed by free customers in the distributors’ concession areas, billed through the Distribution System Usage Tariff (TUSD), reached 4,407 GWh in 3Q13, an increase of 7.4%, reflecting the migration of customers from captive market to the free market.

Noteworthy in 3Q13, in the concession area:

·           Residential segment (26.2% of sales): up by 7.6%, favored by the good performance of total income observed throughout the year, due to the remaining good results in the labor market and the lower temperatures observed in RGE’s concession area, which stimulated the energy consumption for heating and contributed to an expansion of 13,0% in that region.

·           Industrial segment (44.5% of sales): expansion of 2.5%, confirming a slight sign of recovery in this segment, which is still suffering the effects of the global economic slowdown and the fall in the level of business and consumer confidence. It is worthy highlighting RGE’s concession area, where industrial consumption grew 8,8%.

·           Commercial segment (14.9% of sales): up by 4.9%. Despite the recent slowdown due to higher inflation rates, sales in retail trade and in furniture and household appliances sector have kept expanding in the year, ratifying the positive results of this segment.

3.1.1) Sales by Class – Concession Area

3.1.2) Sales to the Captive Market

Note: The tables with captive market sales by distributor are attached to this report in item 13.11. Take into account changes in billing calendar in RGE in 9M12.

The decrease in sales to captive market is mainly due to the migration of industrial and commercial customers to the free market, in addition to trends in sales already mentioned in section 3.1 above.

3.1.3) TUSD

Note: Take into account changes in billing calendar in RGE in 9M12.

Note: Take into account changes in billing calendar in RGE in 9M12.

3.2) Commercialization and Generation Sales – Excluding Related Parties

Based on pro forma amounts, in which the proportional consolidation of generation assets is reconsidered for management analysis, sales in commercialization and generation segments grew 8.7% to 4,467 GWh in 3Q13.

Note: Excludes sales to related parties and in the CCEE. Take into account proportional consolidation of jointly-controlled companies: Foz do Chapecó, Baesa, Enercan and Epasa. Take into account the provision adjustment of +42 GWh in 3Q12 and +88 GWh in 9M12.

This variation is due to the following factors: (i) increase in sales of CPFL Renováveis mainly due to the start-up of SHPP Salto Goes and TPP Ester, besides the higher volume of billed energy derived from TPP Bio Pedra and Santa Clara and Atlantica wind farms; (ii) energy generation of EPASA, dispatched in 3Q13 for energy safety and electric restrictions reasons; and (iii) increase in sales to free customers in the commercialization segment, due to the increase in the number of customers in portfolio (from 217 in 3Q12 to 288 in 3Q13), reflecting the strategy of national activity in this segment.

4) INFORMATION ON INTEREST IN COMPANIES AND CRITERIA OF FINANCIAL STATEMENTS CONSOLIDATION

The interests directly or indirectly held by CPFL Energia in its subsidiaries and jointly-owned entities are described bellow. Except for: (i) the jointly-owned entities ENERCAN, BAESA, Foz do Chapecó and EPASA, that, as from January 1, 2013 (and for comparative purpose for the balances of 2012) are no longer proportionally consolidated in the Company’s financial statements, being their assets, liabilities and results accounted for using the equity method of accounting, and (ii) the investment in Investco S.A. recorded at cost by the subsidiary Paulista Lajeado, the other units are fully consolidated.

As of September 30, 2013 and 2012, and December 31, 2012, the participation of non-controlling interests stated in the consolidated statements refers to the third-party interests in the subsidiaries Ceran, Paulista Lajeado and CPFL Renováveis.

Notes:

(1)     Due to changes in the accounting standards, these companies are treated as joint arrangements and as from January 1, 2013 (and for comparative purpose for the balances of 2012) are no longer proportionally consolidated in the Company’s financial statements. Their assets, liabilities and results are accounted for using the equity method of accounting;

(2)       Paulista Lajeado has a 7% stake in the installed capacity of Investco S.A..

Notes:

(1)     Former Chumpitaz Serviços S.A.;

(2)     Former CPFL Bio Anicuns S.A.;

(3)     Former CPFL Bio Itapaci S.A..

4.1) Consolidation of CPFL Renováveis Financial Statements

On September 30, 2013, CPFL Energia indirectly held 58.84% of CPFL Renováveis, through its subsidiary CPFL Geração.

CPFL Renováveis has been fully consolidated (100%, line by line), in CPFL Energia’s financial statements since August 1, 2011, and the interest held by the non-controlling shareholders has been mentioned bellow the net income line (in the Financial Statements), as “Non-Controlling Shareholders’ Interest”, and in the Shareholders Equity (in the Balance Sheet) in the line with the same name.

5) ECONOMIC-FINANCIAL PERFORMANCE

Notes:

(1)    Disregard construction revenues;

(2)    EBITDA (IFRS) is calculated from the sum of net income, taxes, financial result and depreciation/amortization;

(3)    Adjusted EBITDA  considers, besides the items mentioned above, the regulatory assets and liabilities and excludes the non-recurring effects;

(4)    Adjusted Net Income  considers the regulatory assets and liabilities and excludes the non-recurring effects.

5.1) Operating Revenue

Disregarding the revenue from building the infrastructure of the concession (which does not affect the results because of the related cost, in the same amount), gross operating revenue (IFRS) reached R$ 4,482 million in 3Q13, a reduction of 9.9% (R$ 490 million). The gross operating revenue (IFRS + Conventional Generation Proportional Consolidation) would have amounted to 4,526 million, a reduction of 9.3% (R$ 466 million).

The fall in gross operating revenue was mainly caused by the following factors:

·        Reduction of R$ 583 million in the revenues from Distribution Segment:

 (i)        Average negative tariff adjustment of -19.0% in the distribution companies, for the period between 3Q12 and 3Q13, in the amount of R$ 637 million due to tariff revision and readjustments and PM 579/2012 (converted into 12,783 law in January 2013), in which, ANEEL approved the result of the extraordinary tariff revision (RTE) of 2013, applied to the consumption from January 24, 2013, onwards. In this extraordinary review electricity quotas from generating plants that renewed their concession contracts were incorporated. The total energy coming from these plants was divided into quotas for the distributors. The effects of RGR and CCC extinctions, CDE reduction and reduction of transmission costs were also included;

           (ii)        Gross revenue of free clients’ TUSD reduction of R$ 130 million;

          (iii)        Reduction of R$ 85 million in Electricity sales to wholesaler´s, mainly due to the reductions in the volume of electric energy traded in the short-term;

Partially compensated by:

         (iv)        Resources from the CDE in the amount of R$ 146 million;

          (v)        Increase of 3.0% in the sales volume to the captive market, in the amount of R$ 115 million (market + mix);

         (vi)        Increase of R$ 8 million in Revenue Others;

Partially offset by:

·         Increase in the revenue from the Conventional Generation Segment, in the amount of R$ 43 million;

·        Additional gross revenue from CPFL Renováveis, in the amount of R$ 35 million;

·        Increase in the revenue from the Commercialization and Services Segment, in the amount of R$ 31 million;

·        Other effects (R$ 8 million).

Deductions from the gross operating revenue were R$ 1,118 million, representing a decrease of 27.3 % (R$ 420 million), due to the decreases:

            (i)        of 16.7% in ICMS tax (R$ 129 million);

           (ii)        of 7.7% in PIS/Cofins taxes (R$ 31 million);

          (iii)        of 73.4% in CDE sector charge (R$ 107 million);

         (iv)        of 97.4% in the Global Reversal Reserve - RGR (R$ 21 million);

          (v)        of 20.4% in the value related to the R&D and energy efficiency program (R$ 8 million); and

         (vi)        in CCC sector charge (R$ 130 million).

Partially compensated by Proinfa’s increase of 28.5% (R$ 6 million).

Net operating revenue (IFRS + Conventional Generation Proportional Consolidation + Construction Revenue) reached R$ 3,408 million in 3Q13, representing a reduction of 1.3% (R$ 46 million).

5.2) Cost of Electric Energy

The cost of electric energy (IFRS + Conventional Generation Proportional Consolidation), comprising the purchase of electricity for resale and charges for the use of the distribution and transmission system, amounted to R$ 1,808 million in 3Q13, representing a reduction of 5.8% (R$ 111 million).

·      The cost of electric power purchased for resale in 3Q13 was R$ 1,624 million, representing an increase of 6.5% (R$ 100 million), due to the following effects:

         (i)   Increase in the cost of short-term energy purchase (R$ 168 million) due to the increase of 305.3% in the average purchase price and 253.72% (720 GWh) in the quantity of the energy purchased. In part, this increase is caused by the purchase energy for Alvorada TPP and Coopcana TPP and Atlantica Complex Wind Farms, from CPFL Renováveis, to meet their contractual obligations in the power purchase agreements (R$ 52 million) – Non-recurring; 

        (ii)   Increase in the cost of energy purchased through auction in the regulated environment and bilateral contracts (R$ 110 million), caused by the increases of 14.3% in the average purchase price, partially offset by the decrease of 5.2% (517 GWh) in the volume of purchased energy;

       (iii)   Increase in the cost of energy from Itaipu (R$ 52 million), mainly due to the 17.4% increase in the average purchase price;

      (iv)   Increase in the PROINFA cost (R$ 4 million), due to the 26.4% (54 GWh) in the volume of purchased energy partially offset by the decrease of 15.0% in the average purchase price;

Partially compensated by:

       (v)   Resources from the CDE in the amount of R$ 226 million, according to the Decree No. 7,945;

      (vi)   Increase in PIS and Cofins tax credits, generated from the energy purchase (R$ 7 million);

·         Charges for the use of the transmission and distribution system reached R$ 185 million in 3Q13, a 53.3% decrease (R$ 210 million), due to the following factors:

            (i)        Resources from the CDE in the amount of R$ 132 million, according to the Decree No. 7,945;

           (ii)        Decrease of 47.0% in the basic network charges (R$ 139 million), mainly due to the decreases of 51.9% (R$ 72 million) in CPFL Paulista, of 51.2% in CPFL Piratininga (R$ 35 million) and 47.8% (R$ 25 million) in RGE due to the MP 579/2012 (converted into Law No 12,783 in January 2013), which caused a reduction in the transmission costs;

          (iii)        Decrease  in the energy reserve charges (R$ 45 million);

         (iv)        Decrease of 64.7% in Itaipu charges (R$ 16 million);

          (v)        Decrease of 45.1% in the conection charges (R$ 9 million);

         (vi)        Decrease of 30.5% in the charges of use of the distribution system (R$ 5 million);

      Partially offset by:

        (vii)        Increase of 343.7% in the system service usage charges – ESS (R$ 115 million), mainly due to the increases of R$ 70 million in CPFL Paulista, R$ 25 million in CPFL Piratininga and R$ 20 million in RGE. This amount was partially offset by non-recurring effect of R$ 13 million, which R$ 8 million in Conventional Generation segment and R$ 5 million in CPFL Renováveis concerning the Services of the System Charges (ESS) provision reversion intended exclusively to reimburse the thermoelectric generators. The provision was made on the basis of CNPE Resolution 03, of 03/06/2013, which stipulated that as of 04/01/2013 the costs of the dispatch out of the order of merit should be split among market agents, including generators. That collection would be made through the ESS, but this matter is being disputed in court. The risk of loss of that contingency was considered as remote and thus the amounts associated to such risk were reversed;

       (viii)        Decrease in PIS and Cofins tax credits, generated from the tax charges (R$ 21 million).

5.3) Operating Costs and Expenses

Operating costs and expenses (IFRS + Conventional Generation Proportional Consolidation + Construction Cost) were R$ 974 million in 3Q13, registering a reduction of 18.4% (R$ 220 million), due to the following factors:

·      Reduction of 39.8% (R$ 155 million) in the cost of building the infrastructure of the concession (which does not affect the results because of the related revenue, in the same amount). This item, which reached R$ 235 million in 3Q13, has its counterpart in the “operating revenue”;

·      Depreciation and Amortization, which represented a net reduction of 3.0% (R$ 9 million), mainly due to the following factors:

         (i)       Reduction of 3.8% in CPFL Renováveis, in the amount of R$ 4 million due to  the adequacy of the rates, in 2012 certain subsidiaries were using rates defined by  ANEEL or taxes rate and in 2013 the subsidiaries  are using the rate according to the period of authorization / grant, partially offset by the effect of the companies that started operations;

        (ii)       Reduction in the Distribution Segment, in the amount of R$ 2 million, mainly due to conclusion of the reconciliation and approval of the intangible assets base;

       (iii)       Reduction of 4.6% in the Conventional Generation Segment, in the amount of R$ 2 million.

The PMSO item, that reached R$ 433 million in 3Q13, compared to R$ 490 million in 3Q12, registering a decrease of 11.7% (R$ 57 million). The table below lists the main variations in PMSO:

Thus, the Adjusted PMSO in 3Q13 would reached R$ 360 million, compared to R$ 337 million in 3Q12. This PMSO variation is explained below:

    (i)        Personnel expenses, that recorded a increase of 5.5% (R$ 8 million);

   (ii)        Other operational costs/expenses, that recorded an increase of 35.1% (R$ 28 million), mainly due to the increase:

ü  of R$ 16 million in assets write-off (Distribution);

ü  of R$ 4 million in expenses with CFURH (Financial Compensation for the Usage of Hydric Resources) due to the higher volume of generated energy in CPFL Geração;

Partially offset by:

  (iii)        Material expenses, which registered a reduction of 21.5% (R$ 4 million); and

 (iv)        Out-sourced services expenses, which registered a decrease of 9.7% (R$ 9 million).

5.4) Regulatory Assets and Liabilities

The regulatory assets and liabilities, which are no longer registered, in accordance with the pronouncements issued by the Accounting Pronouncements Committee (CPC) and the international practices (IFRS), represented a payable of R$ 135 million in 3Q13, mainly due to CDE resources of R$ 167 million in CPFL Piratininga concerning previous periods and a receivable of R$ 85 million in 3Q12 (impact in EBITDA). The amounts related to the deferral of the regulatory assets and liabilities will be passed through the tariffs in the next tariff readjustment, through the financial components. The amounts related to the amortization are reflected in the tariffs of each period.

5.5) EBITDA

3Q13 EBITDA  (IFRS + Conventional Generation Proportional Consolidation) reached R$ 1,156 million, registering a increase of 11.6% (R$ 120 million). The Adjusted EBITDA in 3Q13 registered R$ 1,012 million, compared to R$ 1,175 milhões in 3Q12, a decrease of 13,9%.

5.6) Financial Result

The 3Q13 net financial expense (IFRS + Conventional Generation Proportional Consolidation) was of R$ 280 million, an increase of 67.5% (R$ 113 million) compared to the net financial expense of R$ 167 million reported in 3Q12.

The items explaining these changes are as follows:

·         Financial Revenues: decrease of R$ 43 million, from R$ 227 million in 3Q12 to R$ 184 million in 3Q13, mainly due to the following factors:

ü  Financial Revenue in the Distribution Companies due to the adjustment for distributors’ financial asset  (CPFL Paulista, CPFL Piratininga, RGE, CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa) in 3Q12 (R$ 69 million – negative variation);

ü  Reduction in the financial revenues others (R$ 13 million);

ü  Reduction in monetary and exchange restatement (R$ 12 million).

ü  Reduction in arrears of interest and fines, restatement of tax credits and escrow deposits (R$ 8 million);

Partially offset by:

ü  Increase in the income from financial investments (R$ 60 million), due to the higher cash balance;

·         Financial Expenses: increase of 17.8% (R$ 70 million), from R$ 394 million in 3Q12 to R$ 464 million in 3Q13, mainly due to the following factors:

ü  Increase of debt of charge (R$ 80 million), mainly due to increase of CDI rate;

ü  Distributors’ financial asset (expense) (CPFL Paulista, CPFL Piratininga, RGE, CPFL Santa Cruz, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Mococa) (R$ 16 million); and

ü  Increase in monetary and exchange variations (R$ 5 million).

Partially offset by:

ü  Reduction in Other financial expenses (R$ 22 million), mainly due to: (i) Non-recurring financial expense in 3Q12 at CPFL Paulista regarding the interests and penalties on payments related to the incorporation of networks (R$ 20 million) and (ii) Non-recurring financial expense regarding the assets write-off related to the implementation of the Manual for the Equity Control in the Power Sector (MCPSE) in 6 distribution companies (CPFL Piratininga, CPFL Mococa, CPFL Leste Paulista, CPFL Sul Paulista, CPFL Jaguari and CPFL Santa Cruz) (R$ 1 million); and

ü  Decrease in the financial expense with the Use of Public Asset (“UBP”) (R$ 8 million), mainly due to financial update, that is, due to the effect of the indexes (IGP-M and IPCA) used to update the UBP balance.

5.7) Net Income

Net income (IFRS + Conventional Generation Proportional Consolidation) in 3Q13 was R$ 355 million. This result reflects mainly: (i) full implementation of periodic tariff revisions in the Distribution segment and (ii) the adjustment for distributors’ financial asset (Distribution segment); partially offset by (iii) CDE resources in CPFL Piratininga (R$ 167 million) and (iv) lower operating costs and expenses. The Adjusted Net Income in 3Q13 registered R$ 283 million, compared to R$ 460 million in 3Q12, a decrease of 38.6%.

6) DEBT

6.1) Financial Debt (Including Hedge)

	Note: (*) Considering proportional consolidation of BAESA, ENERCAN, Foz do Chapecó and EPASA.

CPFL Energia’s financial debt (including hedge) reached R$ 17,921 million in 3Q13, increase of R$ 2,982 million, or 20.0%, compared to 3Q12. This increase in net debt is mainly a reflection of:

·         the consolidation of 100% of the debt of CPFL Renováveis (principal + charges), which has added around R$ 413 million to the consolidated indebtedness of CPFL Energia. Part of these funds, around R$ 49 million, was assumed through the acquisition of Ester cogeneration assets in the period. The remaining amount, which totaled around R$ 364 million, occurred through funding for the payment of this acquisition, as well as for the construction of several greenfield projects;

·         the increase in indebtedness due to the funding, net of amortizations, in the amount of R$ 2,054 million, in CPFL Energia (Holding) and the other Group companies (conventional generation, distribution and commercialization segments);

·         the increase in the other charges and monetary and exchange rate updates (net of hedge) in the period, in the amount of R$ 515 million.

The main contributing funding and amortizations to the variation in the balance of financial debt described above were:

·         CPFL Renováveis: funding, net of amortizations, in the amount of R$ 364 million, and debt assumption in the amount of R$ 49 million:

+      Promissory notes issuances by Atlântica Wind Complex (R$ 368 million) and CPFL Renováveis (R$ 150 million);

+      Funding of BNDES financing for CPFL Renováveis, in the amount of R$ 25 million;

+      Funding of BNDES financing for Salto Góes Small Hydroelectric Power Plant, in the amount of R$ 21 million;

+      Funding of BNDES financing for Ester Thermoelectric Power Plants, in the amount of R$ 3 million;

+      Funding of BNDES financing for Coopcana and Alvorada Thermoelectric Power Plants, in the amount of R$ 132 million;

+      Funding of BNDES financing for Macacos I Wind Complex (Macacos, Pedra Preta, Costa

Branca e Juremas), in the amount of R$ 176 million;

+      Funding of BNDES financing for Atlântica Wind Complex, in the amount of R$ 264 million;

+      Bank note issuance by Campo dos Ventos II Wind Farm, in the amount of R$ 35 million;

-      Promissory notes amortization by Atlântica Wind Complex, in the amount of R$ 460 million;

-      Promissory notes amortization by Coopcana and Alvorada Thermoelectric Power Plants, in the amount of R$ 90 million;

-      Amortization related to the operation with redeemable shares (Alto Irani and Plano Alto Small Hydro Power Plants), in the amount of R$ 22 million;

-      Amortizations of BNDES financing for CPFL Renováveis (source ERSA), in the amount of R$ 32 million;

-      Amortizations of BNDES financing for CPFL Renováveis (source CPFL), in the amount of R$ 54 million;

-      Amortizations of BNDES financing for Gavião Peixoto e Capão Preto Small Hydroelectric Power Plant, in the amount of R$ 4 million;

-      Amortizations for Jantus, in the amount of R$ 39 million, related to BNB financing;

-      Amortizations of BNDES financing for Santa Luzia, in the amount of R$ 11 million;

-      Amortizations of BNDES financing for Ester Thermoelectric Power Plant, in the amount of R$ 7 million;

-      Amortization related to the operation with redeemable preferred shares of T-15 Energia (CPFL Renováveis’ controlled company) to the acquisition of Bons Ventos, in the amount of R$ 56 million;

-      Amortizations for Bons Ventos, in the amount of R$ 34 million, of which R$ 21 million are related to BNDES financing, R$ 7 million are related to BNB financing and R$ 7 million are related to NIB (Nordic Investment Bank) financing;

+      Indebtedness from the acquisition of Ester Thermoelectric Power Plant by CPFL Renováveis, in the amount of R$ 49 million, related to BNDES financing.

·         Group’s Distributors: funding (BNDES and other financial institutions), net of amortizations, totaling R$ 520 million:

+      Debentures issuances by CPFL Paulista (7^th Issue of R$ 505 million), CPFL Piratininga (7^th Issue of R$ 235 million) and RGE (7^th Issue of R$ 170 million);

+      Funding of financing, through Law No. 4131/62, for CPFL Paulista (R$ 340 million), CPFL Piratininga (R$ 100 million), RGE (R$ 205 million), CPFL Santa Cruz (R$ 20 million), CPFL Sul Paulista (R$ 22 million) and CPFL Jaguari (R$ 31 million);

+      Funding of working capital by CPFL Paulista (R$ 250 million), CPFL Piratininga (R$ 44 million), CPFL Santa Cruz (R$ 33 million), CPFL Sul Paulista (R$ 21 million) e CPFL Mococa (R$ 19 million);

+      Funding, net of amortizations, of BNDES financing for Group’s Distributors, totaling R$ 557 million;

-      Amortization of financing, through Law No. 4131/62, for CPFL Paulista (R$ 674 million) and CPFL Piratininga (R$ 473 million);

-      Amortizations of the debentures principal of CPFL Paulista’s (3^rd Issue of R$ 427 million) and RGE (3^rd Issue of R$ 127 million);

-      Amortizations of financing for CPFL Paulista (R$ 124 million), CPFL Piratininga (R$ 14 million), RGE (R$ 123 million), CPFL Santa Cruz (R$ 11 million), CPFL Leste Paulista (R$ 18 million), CPFL Sul Paulista (R$ 10 million), CPFL Jaguari (R$ 7 million) and CPFL Mococa (R$ 7 million);

-      Other amortizations, net of funding, in the amount of R$ 17 million.

·         CPFL Geração and CERAN: funding, net of amortizations, totaling R$ 1,469 million:

+      Debentures issuance by CPFL Geração (5^th Issue of R$ 1,092 million), due to corporate restructuring in CPFL Geração and CPFL Brasil; 

+      Debentures issuance by CPFL Geração (6^th Issue of R$ 460 million);

-      Amortizations of BNDES financing for CPFL Geração (R$ 28 million) and CERAN (R$ 55 million).

·         CPFL Brasil and CPFL Serviços: amortizations, net of funding, totaling R$ 1,075 million:

+      Funding of working capital by CPFL Serviços (R$ 8 million);

+      Funding of BNDES financing for CPFL Serviços (R$ 21 million);

-      Amortization of the principal of CPFL Brasil’s debentures (2^nd Issue of R$ 1,092 million), due to corporate restructuring in CPFL Brasil and CPFL Geração; 

-      Amortizations of BNDES financing for CPFL Serviços (R$ 2 million) and CPFL Brasil (R$ 10 million);

-      Other amortizations, net of funding, in the amount of R$ 1 million.

·         CPFL Energia (Holding): funding, net of amortizations, totaling R$ 1,140 million:

+      Debentures issuance by CPFL Energia (4^th Issue of R$ 1,290 million);

-      Amortization of the principal of CPFL Energia’s debentures (3^rd Issue of R$ 150 million).

Bellow, as follows, is the debt amortization schedule. Disregard financial charges (ST = R$ 350 million; LT = R$ 61 million), hedge (net positive effect of R$ 350 million) and MTM (R$ 60 million). In 2014, considers amortization as of October 01, 2014. Furthermore, the average amortization term is 4.08 years.

Of the total indebtedness of R$ 17,921 million in 3Q13, R$ 15,340 million (85.6%) are considered long term and R$ 2,581 million (14.4%) are considered short term. In 3Q12, of the total of R$ 14,940 million, R$ 12,824 million (85.8%) are considered long term and R$ 2,116 million (14.2%) are considered short term.

The cash position at the end of 3Q13 has coverage ratio of 2.4x the amortizations of the next 12 months, enough to honor all amortization commitments until around de middle of 2015.

6.2) Total Debt (Financial Debt + Hedge + Debt with the Private Pension Fund)

	Note: (*) Considering proportional consolidation of BAESA, ENERCAN, Foz do Chapecó and EPASA.

Total debt, comprising financial debt, hedge (asset/liability) and debt with the private pension fund, amounted to R$ 18,297 million in 3Q13, growth of 19.9%. The nominal average cost of debt fell from 9.8% p.a. in 3Q12 to 8.0% p.a. in 3Q13, due to the decrease in the CDI interbank rate (from 9.5% to 7.4%). (accrued rates in the last 12 months)

Debt Profile – IFRS – 3Q12

Debt Profile – IFRS – 3Q13

	Note: PSI – Investment Support Program.

As a result of the funding operations and amortizations, considering the indexation after hedge, there was an increase in the BNDES-TJLP-indexed portion (from 21.4%, in 3Q12, to 21.9%, in 3Q13) and prefixed-PSI (from 5.4%, in 3Q12, to 6.6%, in 3Q13), and a decrease in the portion tied to the CDI-pegged portion (from 69.9%, in 3Q12, to 68.7%, in 3Q13) and in the portion tied to the IGP-M/IGP-DI (from 3.1%, in 3Q12, to 2.5%, in 3Q13).

The foreign-currency debt would have come to 12.3% of the total, if banking hedge operations had been excluded. Considering the contracted swap operations, which convert the indexation of debt in foreign-currency to the CDI, the effective foreign-currency debt is 0.2% (which has natural hedge).

The portion of the debt tied to the IGP-M/IGP-DI is related mostly to the debt with the private pension fund.

Debt Profile – Pro-forma (*) – Indexation After Hedge –3Q12 vs. 3Q13

Note: (*) Considering proportional consolidation of BAESA, ENERCAN, Foz do Chapecó and EPASA.

6.3) Net Debt and Leverage

Note: (*) Considering proportional consolidation of BAESA, ENERCAN, Foz do Chapecó and EPASA.

In 3Q13, net debt totaled R$ 12,516 million, an upturn of 1.5% or R$ 182 million, compared to net debt position at the end of 3Q12 in the amount of R$ 12,334 million. This increase is explained on

the following factors:

·         Increase of R$ 2,982 million in the gross indebtedness, as described in the item 6.1;

·         Increase of R$ 2,800 million in the balance of the cash, from R$ 2,606 million in 3Q12 to R$ 5,406 million in 3Q13, mainly explained by:

          (i)        Cash generation of operating activities in the period: +R$ 2,222 million;

         (ii)        Payment of the acquisitions (Ester): -R$ 55 million;

        (iii)        Investments in the period: -R$ 1,894 million;

        (iv)        Net funding in the period: +R$ 2,682 million;

         (v)        Payment of dividends: -R$ 468 million;

        (vi)        Public Offering of Shares of Subsidiary: +R$ 330 million;

       (vii)        Other movements: -R$ 17 million.

In line with the criteria for calculation of financial covenants of loan agreements with financial institutions, net debt is adjusted according to the equivalent participation of CPFL Energia in each of the projects. Also, include in the calculation of adjusted EBITDA the effects of the CVA – "Account for the Compensation of the Variations of Parcel A" and the historic EBITDA of newly acquired projects, as Ester. As a result, adjusted net debt totaled R$ 12,219 million and adjusted EBITDA reached R$ 3,466 million, and the adjusted Net Debt / adjusted EBITDA at the end of 3Q13 reached 3.53x (still under review by the independent auditors on the date of this report).

7) INVESTMENTS

In 3Q13, R$ 331 million were invested in business maintenance and expansion, of which R$ 183 million in distribution, R$ 143 million in generation renewable and R$ 5 million in commercialization and services. As result, CPFL Energia’s investments totaled R$ 1,361 million in 9M13, of which R$ 626 million in distribution, R$ 714 million in generation (R$ 707 million of CPFL Renováveis and R$ 7 million of conventional generation) and R$ 21 million in commercialization and services.

Listed below are some of the main investments made by CPFL Energia in each segment:

         (i)   Distribution: strengthening and expanding the electricity system to keep pace with market growth, both in terms of energy sales and numbers of customers. Other allocations included electricity system maintenance and improvements, operational infrastructure, the upgrading of management and operational support systems, customer help services and research and development programs, among others;

        (ii)   Generation: chiefly focused on Coopcana Thermoeletric Power Plant and Campo dos Ventos II Wind Farm, projects that went into operation in 3Q13, Alvorada Thermoelectric Power Plant, project that went into operation on November 11, 2013, and Macacos I Wind Farm, Atlântica, Campo dos Ventos and São Benedito Wind Complexes, projects still under construction.

8) DIVIDENDS

On October 01, 2013, intermediary dividends related to 1H13 were paid to holders of common shares traded on the São Paulo Stock Exchange (BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros - BM&FBOVESPA). The total declared amount was R$ 363 million, equivalent to R$ 0.377282126 per share.

On October 8, 2013, intermediary dividends related to 1H13 were paid to holders of ADRs, traded on the New York Stock Exchange (NYSE). The paid amount was equivalent to US$ 0.3301 per ADR.

The 1H13 dividend yield, calculated on the average of the closing quotations in the period (R$ 21.11 per share) is 1.8% (3.9% in the last 12 months).

Dividend Distribution – R$ Million

(*) Note: considering share price adjusted for reverse stock split and simultaneous stock split on June 29, 2011. Without dividends.

The declared amounts are in line with the Company’s dividend policy, which states that shareholders will receive at least 50% of adjusted half-yearly net income as dividends and/or interest on equity (IOE). CPFL Energia has presented a payout ratio close to 95% since its IPO, respecting the constitution of the legal reserve of 5%.

9) STOCK MARKET

9.1) Share Performance

CPFL Energia, which has a current free float of 30.5% (until September 30^th), is listed on both the BM&FBOVESPA (Novo Mercado) and the NYSE (ADR Level III), segments with the highest levels of corporate governace.

The shares closed the period priced at R$ 19.39 per share and US$ 17.25 per ADR, respectively (closing price in 09/30/2013).

Shares Performance – 9M13 (with dividends)

In the last nine months, ended in 09/30/2013, the shares depreciated 9.4% on the BM&FBOVESPA and 17.7% on the NYSE.

Shares Performance – Last 12M (with dividends)

In the last 12 months, the shares depreciated 13.4% on the BM&FBOVESPA and 21.3% on the NYSE.

9.2) Average Daily Volume

The daily trading volume in 9M13 averaged R$ 38.3 million, of which R$ 21.1 million on the BM&FBOVESPA and R$ 17.2 million on the NYSE, 17.0% down on 2012. The number of trades on the BM&FBOVESPA increased by 35.7%, rising from a daily average of 3,081, in 2012, to 4,183, in 9M13.

9.3) Ratings

In July 2013, Standard & Poor's issued a report reaffirming its credit ratings for CPFL Energia. Therefore, the Company maintains the AA+ rating on the national scale, with stable perpective.

The following table shows the evolution of CPFL Energia’s corporate ratings:

10) CORPORATE GOVERNANCE

CPFL Energia’s corporate governance model is based on four basic principles: transparency, equity, accountability and corporate responsibility, applied by all the companies in the group.

CPFL Energia is listed on the segments of the highest governance level - the Novo Mercado of the BM&FBovespa and Level III ADRs on the New York Stock Exchange (NYSE). CPFL Energia’s capital stock is composed exclusively of common shares, and ensures 100% tag-along rights in the case of disposal of control.

The Board of Directors’ duties include defining the overall business guidelines and electing the Board of Executive Officers, among other responsibilities determined by the law and the Company’s Bylaws. Its rules were defined in the Board of Directors’ internal rules document. The Board is composed of one independent member and six members nominated by the controlling shareholders and all of them carry a one-year term of office reelection being admitted. It normally meets once a month but may be convened whenever necessary. The Chairman and the Vice-Chairman are elected among the Board of Directors’ members and no member may serve on the Board of Executive Officers.

The Board of Directors constituted three committees and defined their competences in a sole Internal Rules. They are: the Human Resources Committee, Related Parties Committee and Management Processes Committee. Whenever necessary, ad hoc commissions are installed to advise the Board on such specific issues as: corporate governance, strategy, budgets, energy purchase, new operations and financial policies.

CPFL Energia maintains a permanent Fiscal Council comprising five members who also carry out the attributes of the Audit Committee foreseen in the Sarbanes Oxley Act and pursuant to the rules of the Securities and Exchange Commission (SEC). The Fiscal Council rules were defined in its Internal Rules document and in the Fiscal Council Guide.

The Board of Executive Officers is comprised of six Executive Officers, all with a two-year term of office, with reelection admitted. The Executive Officers represent the Company and manage its business in accordance with the lines of direction defined by the Board of Directors. The Chief Executive Officer is responsible for nominating the other statutory Executive Officers.

The guidelines and set of documents related to Corporate Governance are available at the Investor Relations website www.cpfl.com.br/ir.

11) CURRENT SHAREHOLDERS STRUCTURE – 09/30/2013

CPFL Energia is a holding company, whose results depend directly on those of its subsidiaries.

Notes:

(1) Controlling shareholders;

(2) Includes the 0.1% stake of Camargo Corrêa S.A.;

(3) Includes the 0.2% stake of Petros and Sistel pension funds;

(4) Termoparaíba and Termonordeste Thermoelectric Facilities;

(5) CPFL Energia owns a 58.8% indirect interest in CPFL Renováveis through CPFL Geração.

12) PERFORMANCE OF THE BUSINESS SEGMENTS

12.1) Distribution Segment

12.1.1) Economic-Financial Performance