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.  

.

São Paulo, March 26, 2015 – CPFL Energia S.A. (BM&FBOVESPA: CPFE3 and NYSE: CPL), announces its 4Q14 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 4Q13, unless otherwise stated.

CPFL ENERGIA ANNOUNCES INCREASE OF 47%

IN EBITDA IN 4Q14

Notes:

(1)     Disregard construction revenues;

(2)     EBITDA (IFRS) is calculated from the sum of net income, taxes, financial result, depreciation/amortization, as CVM Instruction no. 527/12;

(3)     Adjusted EBITDA considers similar holdings in each of the assets in which CPFL Energia has a stake, the regulatory assets and liabilities and excludes the non-recurring effects;

(4)     Adjusted Net Income considers similar holdings in each of the assets in which CPFL Energia has a stake, the regulatory assets and liabilities and excludes the non-recurring effects.

4Q14 HIGHLIGHTS

•     Increase of 2.1% in sales in the concession area - residential (+5.8%), commercial (+8.6%) and industrial (-3.5%)

•     Accounting of the balance of sectorial financial assets, pursuant to CVM Resolution 732/14, in the amount of R$ 831 million (impact on EBITDA)

•     Commercialization and Services - EBITDA of R$ 47 million in 4Q14 and of R$ 263 million in 2014

•     Investments of R$ 308 million in 4Q14 and of R$ 1,062 million in 2014

•     Rating downgrade to AA (bra) by Fitch Ratings of CPFL Energia and its subsidiaries

•     CPFL Energia’s shares were maintained in the ISE (the BM&FBOVESPA’s Corporate Sustainability Index), for the 10^th consecutive year

•     CPFL Geração won the Lot I of Transmission Auction - Morro Agudo project

•     CPFL Energia was classified as a member in Sustainability Yearbook 2015, prepared by RobecoSAM, responsible for review of the DJSI

•     CPFL Energia was recognized by Exame Sustainability Guide 2014 among the highlights of the energy sector, for the 11^st consecutive year

INDEX

 

4Q14/2014 Results | March 26, 2015

1) MESSAGE FROM THE CEO

In 2014, the electricity sector witnessed another year of volatility and tremendous challenges. Scarce rainfall, among other factors, drove reservoirs to their lowest level ever after the end of the dry season, in November. Consequently, the National Electricity System Operator (ONS) continued to fully use the capacity of thermal plants and the short-term price (PLD) reached a record high, remaining for most of the year at the ceiling of R$ 822.83/MWh.

In addition to the impact on the cash flow of distributors, the higher PLD also had an adverse impact on demand for energy, since it discouraged a section of industry - which already suffered from the adverse macroeconomic scenario - from producing due to high energy costs. The combination of these effects led to a 3.4% decrease in industrial consumption during the year       (-3.5% in 4Q14) in the concession area of the eight distributors of the CPFL Energia group. On the other hand, the low voltage consumers continued to register significant growth in consumption, driven by high temperature early in the year and leading to increases of 7.0% (+5.8% in 4Q14) and 7.9% (+8.6% in 4Q14) in the residential and commercial segments, respectively, despite the water crisis, which curbed growth in the second half of the year. Consolidated consumption in the concession area increased 2.6% in 2014 (+2.1% in 4Q14).

The consolidated financial results of the Group during the year were also significant: analyzing the adjusted numbers, which we adjust by the proportional consolidation of the generation assets and by the non-recurring effects, our EBITDA reached R$ 3,916 million, already considering the effects of the adoption of the 3^rd cycle of tariff revisions to our distributors. Our net income reached R$ 1,159 million. In the 4Q14, we reported an EBITDA of R$ 929 million and a net income of R$ 280 million.

In the regulatory environment, progress was made on many fronts. Public hearing 54/2014 was concluded with the proposal to reduce the price ceiling of PLD to R$388.48/MWh, with the adoption of the Macaé thermal plant as reference, while also determining the increase in the PLD floor price to R$30.26/MWh. Moreover, costs of the System Service Charges (ESS) continued to be apportioned among energy consumers.

Discussions regarding the 4th cycle of tariff review of the distributors advanced with the opening of the second phase of Public Hearing 23/2014, which dealt with items such as Operating Costs, Other Revenues, Losses, General Procedures and others. It is worth noting the advances made by the regulatory agency, such as the proposal for recognition of addition remuneration for Special Obligations of distributors, among other initiatives.

The weighted average cost of capital (WACC) for the 4th cycle of tariff review was set at 8.09% and will be implemented for distribution concessionaires with review through December 2017. After said date, the historical series will be restated for companies with reviews as of January 2018, such as RGE and CPFL Paulista, both companies of the CPFL Energia group.

We should also celebrate the approval by the Securities and Exchange Commission of Brazil (CVM) in early December of the recognition of assets and liabilities that until 2013 were called “regulatory assets and liabilities” in the financial statements of electricity distributors. This measure, a long-held demand of the sector, will allow the recognition of differences between estimated energy purchase costs and sector charges in tariffs applied to consumers and the actual costs incurred in the period and which will be transferred to tariffs on the date of the annual adjustment of each distributor. This was only made possible by ANEEL’s approval, on November 25, 2014, through Dispatch no. 4,621, of an amendment to concession agreements, including a specific clause guaranteeing that the balance remaining of any insufficient payment or reimbursement of tariff due to termination of the concession, for any reason, will be indemnified and, consequently, allowed the recording of sectorial financial assets and liabilities. As a result, we recorded a gain of R$ 831 million in the 4Q14 EBITDA.

However, we must highlight the need for further advance in regulatory issues in order to create the incentives for the electricity sector to resume investments.

In the Distribution operations, CPFL Energia closed 2014 with the Telemetering of all industrial and commercial customers of Group A (high voltage), which total 24,600 points that no longer require field teams to physically measure consumption for billing. The automated process increases the security of customer data, identifies possible frauds and enables the company to better use the time of its teams.

Conventional generation suffered from the effects of the Generation Scaling Factor (GSF), since the full dispatch of thermal power and the reserve energy displaces hydroelectric generation. Therefore, assured energy at plants participating in the Energy Reallocation Mechanism (MRE) was not reached, making it necessary for hydroelectric generators who had to meet their contracted energy obligations, to acquire energy. To mitigate volatility at the company’s generation operations and increase cash flow predictability, we recontracted energy from the Serra da Mesa Hydroelectric Plant (Semesa) plant in April of 2014, valid through the end of the right to explore this portion of energy by CPFL Geração in 2028.

In the renewable energy segment, the positive highlights were the conclusion of the acquisition of Rosa dos Ventos (which has authorization from ANEEL to explore the Canoa Quebrada and Lagoa do Mato wind farms), the commercial startup of the Atlântica and Macacos I wind farm complexes, which added 198.2 MW to the company’s generation portfolio.  Considering also the association with Dobrevê Energia S.A. (DESA), which added 277.6 MW to current installed capacity, CPFL Renováveis now has installed capacity of 1,773 MW.

The Commercialization segment also posted significant results, driven by the strategy adopted over most of the year: due to the price pressures in the spot market, in the Commercialization segment we contracted more energy than our delivery commitments and sold the surplus in the spot market.

The year 2015 will once again require intense work, given the slowdown of the Brazilian economy, challenging hydrologic conditions and structural issues to be solved. However, the consistent operating and financial results recorded by CPFL Energia make us confident that our solid and careful strategy, supported by a well-defined strategic planning, high cost management capacity and solid financial management, has created value to shareholders and improved the services and products we offer our customers.

Wilson Ferreira Jr.

CEO of CPFL Energia

2) MACROECONOMIC CONTEXT

The final quarter of 2014 was marked by several imbalances resulting from the international economic scenario, which disrupted the trajectories of major global economies.  During the period, the dichotomy in the growth pace of different countries became clear, with the dynamic economic activity in the United States starkly contrasting the modest results seen in the Eurozone and Japan.  Nevertheless, backed by monetary expansion measures in several regions, global economic growth  in 2014 was approximately 3.3%, higher than in previous years.  Analyzing the trends seen last year, it is worth noting that low commodity prices were responsible for the revision and reduction in the growth of emerging economies: weak domestic and external demand and disparate¹ economic effects of the plunge in oil prices were responsible for the weak performance by exporting economies.  

In the United States, the labor market drove economic growth in recent months, with an average of 262,000 jobs created in the fourth quarter.  Excellent labor market results led to burgeoning domestic demand – which grew 4.3% in the fourth quarter of 2014, in annualized terms – bolstering business and consumer confidence.   U.S. GDP grew 2.6% (annualized terms) in the period, but was lower than in the third quarter - 5% in annualized terms.  This was due to reduced investments – particularly a slowdown in mining industry projects, mainly influenced by falling oil prices – and a buildup of inventories.  Also notable was the Federal Reserve’s confirmation of the return to normal interest rates in 2015. However, the Fed also highlights the fact that there are no automatic triggers in monetary policy, signaling that the process will depend on the healthy performance of macroeconomic indicators.

The Eurozone saw a slight improvement in macroeconomic indicators in the final quarter of the year, reducing misgivings regarding the region's performance.  Eurozone GDP grew 0.3% in the fourth quarter from the previous quarter, mainly driven by German economic performance (0.7% GDP growth in the fourth quarter).  Industrial production in the region remained practically stagnant at the end of 2014, with a year-on-year variation of 0.4% in December 2014. In the same period, unemployment reached 11.4% of the active population – the lowest in the last six months.  The implementation of a significant monetary stimulus program by the European Central Bank until September 2016 – which will inject 1.2 trillion euros – indicates the possibility of improved activity and economic recovery in the Eurozone.

In China, key indicators such as GDP, retail sales and industrial production slowed down, posting growth rates of 7.4%, 8.3% and 12%, respectively, in the year. Given this macroeconomic data, a rebalancing of the country’s economic activity – with stronger domestic consumption and reduced investments in infrastructure – is one of the factors behind the weak industrial and business results.  As such, monetary stimulus measures were revised, which included a cut in interest rates and reserve requirements.

World GDP is expected to grow 3.5% in 2015, compared to 3.3% in 2014. The forecast for 2016 is growth of 3.7%.

GDP Forecast for 2015 and 2016 (%) | select economies

Source: IMF

In Brazil, the political scenario is uncertain, which further undermines the already bleak economic scenario caused by external effects such as the decline in Chinese demand, international commodity prices and the adverse scenario in Argentina. 

As a result, industrial production contracted by 4.2% in 4Q14 to close the year down 3.3% (both comparisons with the same periods in 2013 without any seasonal adjustment). In 2015, average market expectation¹ is a 2.2% decline.

The wage bill and retail sales were positive in the period even if lower than in previous years.  The wage bill grew 3.1% in 4Q14, ending the year at 3.0% above inflation.  The slowdown in the growth of employed population explains the lower result compared to in previous years.  The slower growth in income levels and credit to individuals affected retail sales, which grew 1.2% in 4Q14 to end the year of 2014 with growth of 2.2% (after growth of 4.3% in 2013)3.

In view of this scenario, Brazil’s GDP is expected to retract by 0.83%² in 2015, reflecting the deterioration in confidence indicators, high inventories in the industrial sector, tightening of credit conditions, weak growth in income levels and uncertainties about the monetary policy. However, the improvement on the external front, driven by the fresh impetus in world trade, could partially mitigate these effects. For 2016, GDP growth is forecast at 1.2%².

Evolution of Brazilian GDP | % annual

Source: Brazilian Institute of Geography and Statistics (IBGE) Forecasts: LCA and Focus

3) ENERGY SALES

3.1) Sales within the Distributors’ Concession Area

In 4Q14, sales within the concession area, achieved by the distribution segment, totaled 15,318 GWh, an increase of 2.1%.

In 4Q14, sales to the captive market totaled 11,075 GWh, an increase of 4.9%. The consumption of free customers in the distributors’ concession areas, reached 4,243 GWh in 4Q14, a decrease of 4.4%, reflecting the slowdown in economic activity that impacted the consumption of large industrial customers. Over this amount of energy it is charged the Tariff for Use of the Distribution System (TUSD).

Note: The tables with sales within the concession area by distributor are attached to this report in item 13.13.

Noteworthy in 4Q14, in the concession area:

·           Residential and commercial segments (27.3% and 17.2% of total sales, respectively): up by 5.8% and 8.6%, respectively. These segments are being favored by the accumulated effects of the good performance of employment and income, the increase in retail sales and the expansion of consumer credit, factors that have enabled the increase of the stock of appliances in homes and the dynamism in retail sales. In 2S14, however, some municipalities in the concession area began registering a slowdown in residential consumption due to the constraints of water supply in the state of São Paulo.

·           Industrial segment (40.8% of total sales): decrease of 3.5%, reflecting the weak performance of the industrial production in last months reflecting the lower volume of exports, unfavorable expectations of entrepreneurs, as a result of high inventories and adverse national scenario, and infrastructure deficiencies. This result was driven mainly by CPFL Piratininga, which recorded the major drop among CPFL’s discos (-6.6% or 141 GWh), especially due to weak performance of metallurgy sector.

3.1.1) Sales by Segment – 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 13.14.

Sales to the captive market were favored by the good performance of residential (5.8%) and comercial (7.2 %) segments, while the industrial segment recorded an increase of 0.8% only, reflecting the migration of consumers to the free market and the poor performance of industrial production, as previously explained.

3.1.3) TUSD

3.2) Generation Installed Capacity

In 4Q14, the Generation installed capacity of CPFL Energia, considering the stake in each project, reached 3,127 MW of installed capacity, an increase of 9.3% compared to 4Q13. This increase is mainly due to the addition of Rosa dos Ventos (1Q14) and Atlântica (1Q14) wind farms. The association of CPFL Renováveis with Dobrevê Energia S.A. (DESA) was concluded in September, 2014, effectively as of October, 2014, adding 277.6 MW of installed capacity in operation and 53.2 MW of installed capacity in construction.

Generation Installed Capacity | MW

Note: Take into account CPFL Energia’s 51.6% stake in CPFL Renováveis as of 12/31/2014.

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 December 31, 2014 and 2013, 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)     Former CPFL Participações S.A.

4.1) Consolidation of CPFL Renováveis Financial Statements

On December 31, 2014, CPFL Energia indirectly held 51.61% 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.
 

4.2) Presentation of adjusted figures

As of the 1Q14, the presentation of adjusted figures considers similar holdings in each of the assets in which CPFL Energia has a stake. Therefore, the result of adjusted figures already excludes non-controlling shareholders’ interests.

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, as CVM Instruction no. 527/12;

(3)    Adjusted EBITDA  considers similar holdings in each of the assets in which CPFL Energia has a stake, the regulatory assets and liabilities and excludes the non-recurring effects;

(4)    Adjusted Net Income considers similar holdings in each of the assets in which CPFL Energia has a stake, the regulatory assets and liabilities and excludes the non-recurring effects.

5.1) Operating Revenue

Disregarding the revenue from the construction of concession infrastructure, gross operating revenue (IFRS) reached R$ 6,490 million in 4Q14, an increase of 40.3% (R$ 1,863 million). The adjusted gross operating revenue was of R$ 5,926 million, an increase of 28.8% (R$ 1,324 million).

Net operating revenue (IFRS disregarding the revenue from the construction of concession infrastructure) reached R$ 4,934 million in 4Q14, an increase of 42.3% (R$ 1,467 million). The adjusted net operating revenue, disregarding the revenue from the construction of concession infrastructure, amounted to R$ 4,414 million, an increase of 28.5% (R$ 979 million).

The increase in net operating revenue, already considering revenue eliminations, was mainly caused by the following factors:

·         Increase of revenues in the Distribution segment, in the amount of R$ 721 million (for more details, see item 12.1.1);

·         Increase of revenues in the Commercialization and Services segment, in the amount of R$ 229 million;

·         Increase of revenues in the Conventional Generation segment, in the amount of R$ 57 million;

Partially offset by:

·         Decrease of revenues in CPFL Renováveis, in the amount of R$ 26 million.

5.2) Cost of Electric Energy

The cost of electric energy (IFRS), comprising the purchase of electricity for resale and charges for the use of the distribution and transmission system, amounted to R$ 2,990 million in 4Q14, representing an increase of 36.2% (R$ 795 million). The adjusted cost of electric energy was R$ 2,767 million in 4Q14, an increase of 46.1% (R$ 873 million). The factors that explain these variations follow below:

·         The cost of electric power purchased for resale (IFRS) in 4Q14 reached R$ 2,920 million, an increase of 48.9% (R$ 959 million). The adjusted cost of electric power purchased for resale in 4Q14 was R$ 2,689 million, an increase of 61.1% (R$ 1.020 million), due to the following effects:

            (i)       Increase in the cost of energy purchased through auction in the regulated environment and bilateral contracts (R$ 767 million), mainly caused by the increase of 45.6% in the average purchase price (R$ 213.80/MWh in 4Q14 vs R$ 146.80/MWh in 4Q13) and of 6.3% (602 GWh) in the volume of purchased energy;

           (ii)       Increase in the cost of short-term energy purchase (R$ 345 million) due to the increase of 81.9% in the volume of the energy purchased (460 GWh) and of 75.5% in the average purchase price (R$ 491.29/MWh in 4Q14 vs R$ 279.91/MWh in 4Q13).

Partially offset by:

          (iii)        Increase in PIS and Cofins tax credits, generated from the energy purchase (R$ 86 million);

         (iv)        Other effects (R$ 6 million).

·         Charges for the use of the transmission and distribution system (IFRS) reached R$ 71 million in 4Q14, a decrease of 69.7% (R$ 163 million) if compared to 4Q13. In adjusted numbers, charges for the use of the transmission and distribution system were R$ 78 million in 4Q14, a reduction of 65.3% (R$ 147 million), due to the following factors:

            (i)        Reduction in the system service usage charges – ESS (R$ 235 million) from a cost of R$ 60 million in 4Q13 to a revenue of R$ 175 million in 4Q14, due to R$ 227 million in revenues from CONER (Reserve Energy Account). Disregarding this effect, ESS in 4Q14 would reach costs of R$ 52 million;

Partially offset by:

           (ii)        Increase of 44.3% in the basic network charges (R$ 69 million), mainly in CPFL Paulista (R$ 35 million), CPFL Piratininga (R$ 15 million) and RGE (R$ 13 million) due to the readjustment of 8.1% in the agreements between distribution and transmission companies in July 2014;

          (iii)        Decrease of 74.0% in PIS and Cofins tax credits, generated from the sector charges (R$ 17 million);

         (iv)        Other effects (R$ 2 million).

5.3) Operating Costs and Expenses

Operating costs and expenses (IFRS+Construction Costs) were R$ 1,182 million in 4Q14 compared to R$ 924 million in 4Q13, an increase of 27.9% (R$ 258 million). Adjusted operating costs and expenses were R$ 1,182 million in 4Q14 compared to R$ 1.031 million in 4Q13, an increase of 26.3% (R$ 272 million), due to the following factors:

·         The adjusted PMSO item, that reached R$ 709 million in 4Q14, compared to R$ 503 million in 4Q13, registering an increase of 41.0% (R$ 206 million);

·         Increase of 21.8% (R$ 55 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$ 306 million in 4Q14, has its counterpart in the “operating revenue”;

·         Depreciation and Amortization, which represented an increase of 3.4% (R$ 9 million), are mainly explained (i) by the depreciation of assets that came to operate in CPFL Renováveis (R$ 11 million);

·         Increase of 16.9% in the Private Pension Fund expenses (R$ 2 million);

The table below lists the main variations in PMSO:

This variation is explained mainly by the following aspects:

(i)            Personnel expenses, that recorded an increase of 28.8% (R$ 50 million), mainly due to (i.a) the 2014 Collective Bargaining Agreement (R$ 10 million); (i.b) increase in the Services segment business, due to  business expansion of CPFL Serviços, CPFL Atende, CPFL Total and Nect (R$ 9 million), (i.c) drop in capitalization of personnel costs in investment from January 2014, in accordance with ANEEL's new methodology (R$ 13 million) and (i.d) provision for Profit Sharing Program (R$ 15 million)

(ii)           Increase of 77.2% in Material (R$ 87 million), mainly explained by (ii.a) additional material expenses related to the oil acquisition by Epasa (Termonordeste TPP and Termoparaíba TPP), that increased R$ 74 million in Conventional Generation segment and (ii.b) replacement of lines and networks and maintenance of the vehicle fleet (R$ 6 million) and others (R$ 7 million);

(iii)          Out-sourced services expenses, which registered an increase of 11.2% (R$ 14 million), mainly due to increase in the Distribution segment related to call center services, meter reading, tree pruning, cutbacks, hardware and software maintenance and others; and

(iv)         Other operational costs/expenses, that registered a decrease of 60.4% (R$ 55 million), mainly due to (iv.a) fines reclassification from Financial Expenses to Operational Expenses (R$ 26 million); (iv.b) increase of Allowance for Doubtful Accounts (R$ 17 million); (iv.c) increase in legal and court expenses (R$ 8 million) and (iv.d) others (R$ 5 million);

The itens related to oil acquisition by Epasa and operating costs and expenses (PMSO) of Service segment are directly associated to revenue generation from these activities.

5.4) Sectorial Financial Assets and Liabilities

On November 25, 2014, through Dispatch no. 4,621, Aneel approved the amendment to concession agreements of distribution companies, in order to include a specific clause guaranteeing that the balance remaining of any insufficient payment or reimbursement of tariff due to termination of the concession, for any reason, will be indemnified.

After this change, the Securities and Exchange Commission of Brazil (CVM) approved, on December 9, 2014, through Resolution no. 732, the recognition of assets and liabilities that were previously called “regulatory assets and liabilities” in the financial statements of distribution companies, which are now called “sectorial financial assets and liabilities”.

In 4Q14, the accumulated balance of regulatory assets and liabilities until December 31, 2014 was accounted, in the amount of R$ 831 million (net of PIS and Cofins).

5.5) EBITDA

4Q14 IFRS EBITDA reached R$ 1,342 million, an increase of 47.2% (R$ 431 million). The adjusted EBITDA in 4Q14 registered R$ 929 million, compared to R$ 1,029 million in 4Q13, a decrease of 9.7%.

5.6) Financial Result

The 4Q14 net financial expense (IFRS) was of R$ 268 million, an increase of 56.4% (R$ 96 million) compared to the net financial expense of R$ 171 million reported in 4Q13. The adjusted net financial expense was R$ 229 million, an increase of 14.7% in relation to 4Q13 (R$ 29 million).

The items explaining these variations in adjusted Financial Result are as follows:

·         Financial Revenues: decrease of R$ 36 million, from R$ 273 million in 4Q13 to R$ 237 million in 4Q14, mainly due to the following factors:

(i)            Decrease in the restatement of escrow deposits (R$ 74 million);

(ii)           Decrease in the income of financial investments and monetary and exchange adjustments (R$ 24 million); despite the higher CDI interbank rate, from 9.4% in 4Q13 to 11.3% in 4Q14, the average cash balance in 4Q14 was lower than the observed in 4Q13;

(iii)          Reduction in 4Q14 of R$ 6 million related to the reclassification of operating fines from financial income to operating income;

Partially offset by:

(iv)         Adjustment to expected cash flow, related to distributors’ financial asset (R$ 55 million) – in 4Q13, this item was accounted in the financial expenses (R$ 46 million);

(v)          Lower volume on purchase of ICMS tax credit (R$ 7 million);

(vi)         Others (R$ 5 million).

·         Financial Expenses: decrease of 1.4% (R$ 6 million), from R$ 473 million in 4Q13 to R$ 466 million in 4Q14, mainly due to the following factors:

(i)            Mark-to-market calculation effect for financial operations under Law 4,131 (non-cash effect) (R$ 80 million);

(ii)           Variation in regulatory assets and liabilities (R$ 13 million)

(iii)          Decrease in other  financial expenses (R$ 7 million),mainly due to fines reclassification from Financial Expenses to Operational Expenses (R$ 26 million);

(iv)         Decrease in the financial expenses with the Use of Public Asset (UBP) (R$ 3 million), due to the reduction of the IGP-M, index used to update this item.

      Partially offset by:

(v)          Accounting, in 4Q13, of the adjustment to expected cash flow, related to distributors’ financial asset (R$ 46 million) – in 4Q14, this item was accounted in the financial revenues;

(vi)         Increase of debt charges and monetary and exchange variations (R$ 19 million), due to the higher CDI interbank rate, from 9.4% in 4Q13 to 11.3% in 4Q14;

(vii)        Exchange variations for Itaipu (R$ 17 million);

(viii)       Decrease of capitalized borrowing costs (R$ 14 million) due to the startup of CPFL Renováveis projects.

5.7) Net Income

In 4Q14, net income (IFRS) was R$ 470 million, an increase of 45.5% if compared to 4Q13. Adjusted net income totaled R$ 280 million, a decrease of 25.6% if compared to 4Q13.

6) DEBT

6.1) Financial Debt (Including Hedge)

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

CPFL Energia’s Financial Debt Pro-forma (including hedge) reached R$ 17,126 million in 4Q14, an increase of R$ 986 million, or 6.1%, compared to 4Q13. This increase in net debt is mainly a reflection of:

·         the decrease in indebtedness due to the funding, net of amortizations, in the amount of R$ 645 million, in CPFL Energia (Holding) and the other Group companies;

·         Debt Stock of R$ 350 million lower in 4Q14, concerning the change in participation of CPFL Renováveis (58.84% to 51.61%);

·         the increase in the other charges, fundings and monetary and exchange rate updates (net of hedge) in the period, in the amount of R$ 692 million.

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

·         Distribution Segment: funding (BNDES and other financial institutions), net of amortizations, totaling R$ 636 million:

+      Funding of BNDES financing for CPFL Paulista (R$ 27 million), CPFL Piratininga (R$ 12 million), RGE (R$ 8 million), CPFL Santa Cruz (R$ 22 million) and CPFL Jaguariúna (R$ 22 million);

+      Funding of financial institutions financing for CPFL Paulista (R$ 516 million), CPFL Piratininga (R$ 379 million), RGE (R$ 66 million) CPFL Santa Cruz (R$ 8 milion) and CPFL Jaguariúna (R$ 77 milion);

-      Amortizations of BNDES financing for CPFL Paulista (R$ 167 million), CPFL Piratininga (R$ 68 million), RGE (R$ 93 million), CPFL Santa Cruz (R$ 2 million) and CPFL Jaguariúna (R$ 5 million);

-      Amortizations of financial institutions financing for CPFL Paulista (R$ 130 million), CPFL Piratininga (R$ 14 million) and RGE (R$ 51 million), CPFL Santa Cruz (R$ 4 million) and CPFL Jaguariúna (R$ 69 milion).

·         Commercialization and Services Segment: funding, net of amortizations, totaling R$ 17 million:

+      Funding of BNDES financing for CPFL Serviços (R$ 15 million);

+      Funding of financial institutions financing for CPFL Serviços (R$ 9 million);

-      Amortizations of BNDES financing for CPFL Serviços (R$ 5 million);

-      Amortizations of financial institutions financing for CPFL Serviços (R$ 2 million).

·         Conventional Generation Segment: amortizations, net of funding, totaling R$ 81 million:

+      Funding of financial institutions financing for CPFL Geração (R$ 233 million);

+      Debentures issuance by CPFL Geração (7^th Issue of R$ 635 million and 8^th Issue of R$ 70 million);

-      Amortizations of BNDES financing for Epasa (R$ 5 million), Baesa (R$ 19 million), Ceran (R$ 36 million), Enercan (R$ 36 million) and Foz do Chapecó (R$ 66 million);

-      Amortizations of financial institutions financing for CPFL Geração (R$ 152 million) and Epasa (R$ 6 million);

-      Amortizations of the debentures principal of CPFL Geração (4^th Issue of R$ 680 million), Epasa (R$ 9 million), Baesa (R$ 6 million) and Enercan (R$ 4 million).

·         CPFL Renováveis: amortizations (BNDES and other financial institutions), net of funding, in the amount of R$ 19 million:

+      Funding of BNDES financing (R$ 196 million);

+      Funding of financial institutions financing (R$ 77 million);

+      Debentures issuance (2^th Issue of R$ 155 million and WF2 of R$ 88 milion);

-      Amortizations of BNDES financing (R$ 251 million);

-      Amortization of financial institutions financing (R$ 283 million).

·         Other Segments: funding, net of amortizations, totaling R$ 92 million:

+      Funding of BNDES financing for CPFL Transmissão Piracicaba (R$ 13 million);

+      Funding of financial institutions financing (R$ 82 million);

-      Amortizations of financial institutions financing for CPFL Telecom (R$ 3 million).

Of the total indebtedness of R$ 17,126 million in 4Q14, R$ 13,691 million (79.9%) are considered long term and R$ 3,435 million (20.1%) are considered short term. In 4Q13, of the total of R$ 16,140 million, R$ 14,453 million (89.5%) are considered long term and R$ 1,688 million (10.5%) are considered short term.

CPFL Energia has always adopted a solid and conservative financial policy. Thus, the Company has used since 2011, a prefunding strategy, in other words, forecasts the cash needs for the next 12-18 months and anticipates market access on more favorable terms of liquidity and cost. Thus, at the end of 2014, CPFL Energia, envisioning a more restrictive credit scenario in 2015, started working in 2016 prefunding. Consequently, the Company used a credit opportunity in early 2015 and raised more than R$ 2.2 billion in resources to strengthen its liquidity position and pass over a more adverse year. Note that the average tenor for this funding was 3.5 years and the average cost was around 106% of CDI. In addition, the Company raised R$ 600 million, for a period of one year, with an average cost of 102% of CDI in order to preserve liquidity in the face of expected volatility in the short term.

6.2) Debt Amortization Schedule

Note: Considers only the principal debt; In 2015, amortization is from October/2015.

The cash position at the end of 4Q14 has coverage ratio of 1.41x the amortizations of the next 12 months, enough to honor all amortization commitments until around the middle of 2016. The average amortization term, calculated by this schedule, is 3.81 years.

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

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

Total debt in Pro-forma criteria, comprising financial debt, hedge (asset/liability) and debt with the private pension fund, amounted to R$ 16,568 million in 4Q14, increase of 7.0%. The nominal average cost of debt went from 8.0% p.a. in 4Q13 to 10.3% p.a. in 4Q14, due mainly to the increase in the CDI interbank rate, among other reasons.

Debt Profile – Pro-forma (*) – 4Q13

Debt Profile – Pro-forma (*) – 4Q14

  Note: (*) Considering proportional consolidation of CPFL Renováveis, CERAN, BAESA, ENERCAN, Foz do Chapecó and EPASA; PSI – Investment Support Program.

As a result of the funding operations and amortizations, considering the indexation after hedge, there was a decrease in the BNDES-TJLP-indexed portion (from 24.3%, in 4Q13, to 18.9%, in 4Q14) and an increase in the portion of the debt prefixed-PSI (from 6.7%, in 4Q13, to 8.9%, in 4Q14), CDI-pegged portion (from 53.8%, in 4Q13, to 50.9%, in 4Q14) and in the portion tied to the IGP-M/IGP-DI (from 2.8%, in 4Q13, to 1.5%, in 4Q14).

The foreign-currency debt would have come to 19.8% 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 0.1% (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 – IFRS – Indexation After Hedge – 4Q13 vs. 4Q14

6.4) Net Debt and Leverage

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

In 4Q14, Net Debt Pro-forma totaled R$ 13,038 million, an increase of 6.7% or R$ 824 million, compared to net debt position at the end of 4Q13 in the amount of R$ 12,215 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 a result, adjusted net debt totaled R$ 13,038 million and adjusted EBITDA reached R$ 3,736 million, and the adjusted Net Debt / adjusted EBITDA at the end of 4Q14 reached 3.49x.

7) INVESTMENTS

In 4Q14, R$ 308 million were invested in business maintenance and expansion, of which R$ 200 million in distribution, R$ 86 million in generation (R$ 77 million of CPFL Renováveis and R$ 9 million of conventional generation) and R$ 22 million in commercialization and services. As result, CPFL Energia’s investments amounted R$ 1,062 million in 2014, of which R$ 702 million in distribution, R$ 265 million in generation (R$ 251 million of CPFL Renováveis and R$ 14 million of conventional generation) and R$ 94 million in commercialization and services. In addition, we invested R$ 29 million in the quarter (R$ 57 million in 2014) in the construction of CPFL Transmissão’s  transmission lines and,  according to the requirements of IFRIC 12, it was recorded as “Financial Asset of Concession” in non current assets. CPFL Energia also booked R$ 56 million in Special Obligations in the quarter among other items financed by the consumer (R$ 181 million in 2014).

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. CPFL Energia through its eight distributors, serves 561⁴ municipalities, in the States of São Paulo, Rio Grande do Sul, Paraná and Minas Gerais. On December 31, 2014, our distribution companies had 7.6 million customers (an increase of 199,000 customers) and our distribution network consisted of 240,944 km of distribution lines (an increase of 1,109 km of lines), including 353,722 distribution transformers (an increase of 11,386 transformers). Our eight distribution subsidiaries had 9,881 km of high tension distribution lines between 34.5 kV and 138 kV (an increase of 128 km of lines). On that date, we had 445 high tension to medium tension transformer substations for subsequent distribution (a reduction of 9 substations), with total transforming capacity of 14,571 MVA (an increase of 36 MVA);

        (ii)   Generation: chiefly focused on Campo dos Ventos, São Benedito, Morro dos Ventos II and Pedra Cheirosa Wind Complexes and Mata Velha SHPP, projects still under construction.

Note: (*) Considers 100% of CPFL Renováveis and CERAN.

Investments Projected by the Group for the Next 5 Years

Pro-forma – Proportional Stake in the Generation Projects (R$ million)

Note: (*) Considers the proportional stake in the generation projects.

8) ALLOCATION OF RESULTS

The Company’s Bylaws require the distribution of at least 25% of net income adjusted according to law, as dividends to its shareholders.  The proposal for allocation of net income from the fiscal year is shown below:

For this fiscal year, considering that the Company has already distributed R$ 422 million in dividends (44.5% of net income from the fiscal year), which is higher than the mandatory minimum, and considering (i) the current adverse economic scenario, (ii) the unpredictable nature of the water situation and (iii) the uncertainties regarding market projections for distributors due to energy efficiency campaigns and extraordinary tariff increases, the Company’s Management proposes the allocation of R$ 555 million to the statutory reserve – strengthening of working capital.

Stock Dividend for Shareholders

To strengthen the Company’s capital structure, the Board of Executive Officers meeting held on March 16, 2015, recommended that the Board of Directors propose to the Shareholders Meeting the capitalization of the balance of the statutory reserve – strengthening of working capital, through the issue of new shares to shareholders.  This proposal will be submitted for approval by the Extraordinary Shareholders Meeting called for April 29, 2015.

9) STOCK MARKET

9.1) Share Performance

CPFL Energia, which has a current free float of 30.5% (up to December 31, 2014), 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$ 18.49 per share and US$ 13.99 per ADR, respectively (closing price on 12/31/2014).

Shares Performance – 4Q14 (with adjustment by dividends)

In 4Q14, the shares depreciated 3.2% on the BM&FBOVESPA and 10.7% on the NYSE.

Shares Performance – 2014 (with adjustment by dividends)

In 2014, the shares valued 5.2% on the BM&FBOVESPA and depreciated 4.6% on the NYSE.

9.2) Average Daily Volume

The daily trading volume in 2014 averaged R$ 38.2 million, of which R$ 22.5 million on the BM&FBOVESPA and R$ 15.7 million on the NYSE, 5.8% up compared to 2013. The number of trades on the BM&FBOVESPA increased by 32%, rising from a daily average of 4,208, in 2013, to 5,555, in 2014.

Note: Considers the sum of the average daily volume on the BM&FBOVESPA and the NYSE.

9.3) Ratings

In July 2014, Standard&Poor’s issued a report reaffirming its credit rating for CPFL Energia.
The following table shows the evolution of CPFL Energia’s corporate ratings between 2011 and 2014:

Note: Close-of-period positions.

In March 2015, the Fitch Ratings downgraded de AA+ (bra) to AA (bra) the rating of CPFL Energia and its subsidiaries, with a stable outlook.

10) CORPORATE GOVERNANCE

The corporate governance model adopted by CPFL Energia ("CPFL" or "Company") and its subsidiaries is based on the principles of transparency, equity, accountability and corporate responsibility.

In 2014, CPFL marked 10 years since being listed on the BM&FBovespa and the New York Stock Exchange (“NYSE”).  With more than 100 years of history in Brazil, the Company’s shares are listed on the Novo Mercado Special Listing Segment of the BM&FBovespa with Level III ADRs, a special segment for companies that comply with corporate governance best practices.  All CPFL shares are common shares, entitling all shareholders the right to vote with 100% Tag Along rights guaranteed in case of sale of shareholding control.

CPFL’s Management is composed of the Board of Directors (Board), its decision-making authority, and the Board of Executive Officers, its executive body.  The Board is responsible for defining the strategic business direction of the holding company and subsidiaries, and is composed of 7 external members, one of whom an Independent Member, whose term of office is 1 year and who are eligible for reelection.

The Bylaws of the Board establishes the procedures for evaluating the directors, under the leadership of the Chairman, their main duties and rights.

The Board set up three advisory committees (Management Processes, People Management and Related Parties), all coordinated by a director, which support the Board in its decisions and monitor relevant and strategic themes, such as people and risk management, monitoring of internal audits and analysis of transactions with Parties Related to controlling shareholders and handling of incidents recorded through complaint hotlines and ethical conduct channels.

To ensure that best practices permeate all activities of the Board and its relations with the Company while the Board members are focused on their decision-making functions, in 2006 the Company created the Board of Directors Advisory Council, which reports directly and solely to the Chairman of the Board.

This Advisory Council acts as the guardian of best practices to ensure compliance with Governance Guidelines; speed of communication between the Company and its Board members; quality and timeliness of information; integration and evaluation of members of the Board of Directors and the Audit Board; constant improvement of governance processes and institutional relations with government authorities and entities.

The Board of Executive Officers is made up of 1 Chief Executive Officer and 5 Vice Presidents, with terms of two years, eligible for reelection, responsible for executing the strategy of CPFL and its subsidiaries as defined by the Board of Directors in line with governance guidelines.  To ensure alignment of governance practices, Executive Officers sit on the Boards of Directors of companies that make up the CPFL group and nominate their respective executive officers.

CPFL has a permanent Audit Board, made up of 5 members, that also exercises the duties of the Audit Committee, in line with Sarbanes-Oxley law (SOX) rulings applicable to foreign companies listed on U.S. stock exchanges.

The guidelines and documents on corporate governance are available at the Investor Relations website http://www.cpfl.com.br/ri.

11) CURRENT SHAREHOLDERS STRUCTURE – 12/31/2014

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 e Sistel pension funds;

(4) 51.54% stake of the availability of power and energy of Serra da Mesa HPP, regarding the Power Purchase Agreement between CPFL Geração and Furnas.

12) PERFORMANCE OF THE BUSINESS SEGMENTS

12.1) Distribution Segment

12.1.1) Economic-Financial Performance

Notes:

(1)    Excludes Construction Revenue;

(2)    EBITDA (IFRS) is calculated from the sum of net income, taxes, financial result and depreciation/amortization, as CVM Instruction no. 527/12;

(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)    The distributors’ financial performance tables are attached to this report in item 12.9.

Operating Revenue

Excluding 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) amounted to 5,354 million, an increase of 43.0% (R$ 1,610 million). Adjusted gross operating revenue amounted to 4,801 million, an increase of 28.8% (R$ 1,073 million).

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

·        Positive average tariff adjustment in the distribution companies for the period between 4Q13 and 4Q14, in the amount of R$ 686 million, due to the tariff reviews and readjustments;

·        Increase of 4.9% in the sales volume to the captive market, in the amount of R$ 146 million (market + mix);

·        Increase of R$ 25 million in the resources from the CDE;

·        Increase of R$ 34 million in the gross revenue of TUSD from free customers;

·        R$ 373 million variation in the regulatory assets and liabilities, from a net receivable of R$ 16 million in 4Q13 to a net payable of R$ 357 million in 4Q14.

Partially offset by:

·        Increase of R$ 28 million in Electricity Sales to Distributors;

·        Reduction of R$ 163 million in Other Revenues, mainly due to the following aspects:

                    (i)        Reduction by the reclassification of generators reimbursement from other revenues to energy cost (R$ 171 million); and

                   (ii)        Increase of R$ 6 million related to the reclassification of operational fines from financial income to operating income.

Deductions from the gross operating revenue (IFRS) were R$ 1,442 million, representing an increase of 34.3% (R$ 368 million). Adjusted deductions from the gross operating revenue were R$ 1,395 million, representing an increase of 29.1% (R$ 314 million), due to the following increases:

                    (i)        of 24.6% in ICMS tax (R$ 165 million);

                   (ii)        of 55.3% in PIS and COFINS taxes (R$ 170 million);

                  (iii)        of 89.9% in the CDE sector charge (R$ 35 million);

                 (iv)        of 6.4% in the R&D and Energy Efficiency Program (R$ 2 million);

Partially offset by the following:

                  (v)        reduction of 100% in the RGR (R$ 3 million), which was extinct;

                 (vi)        reduction of 3.0% in the PROINFA (R$ 1 million);

                (vii)        R$ 54 million variation in the regulatory assets and liabilities, from a net payable of R$ 6 million in 4Q13 to a net payable of R$ 32 million in 4Q14.

Net operating revenue (IFRS) reached R$ 3,912 million in 4Q14, representing an increase of 46.5% (R$ 1,242 million). Adjusted net operating revenue totalized R$ 3,406 million in 4Q14, an increase of 28.6% (R$ 758 million).

Cost of Electric Power

The cost of electric energy (IFRS), comprising the purchase of electricity for resale and charges for the use of the distribution and transmission system, amounted to R$ 2,458 million in 4Q14, representing an increase of 29.1% (R$ 555 million). The adjusted cost of electric energy amounted to R$ 2,458 million in 4Q14, representing an increase of 36.5% (R$ 657 million):

·         The cost of electric power purchased for resale (IFRS) in 4Q14 was R$ 2,408 million, representing an increase of 43.0% (R$ 725 million). The adjusted cost of electric power purchased for resale in 4Q14 was R$ 2,408 million, representing an increase of 50.4% (R$ 807 million), due to the following effects:

          (i)        Increase in the cost of energy purchased in the regulated environment (R$ 382 million), due to the increases of 19.5% in the average purchase price and of 6.9% (576 GWh) in the volume of purchased energy;

         (ii)        Increase in the PROINFA cost (R$ 9 million), due to the increase of 12.4% in the average purchase price;

        (iii)        Increase of 231.8% in the cost of energy purchased in the short term (R$ 435 million), mainly due to the increase of 150.9% in the average purchase price and 32.3% increase in the volume of purchased energy (187 GWh);

        (iv)        Increase of 7.8% in the cost of energy from Itaipu (R$ 27 million), mainly due to the 9.2% increase in the average purchase price, partially offset by the decrease of 1.2% (33 GWh) in the volume of purchased energy;

         (v)        R$ 82 million variation in the regulatory assets and liabilities.

Partially offset by:

        (vi)        Increase of 43.0% (R$ 74 million) in PIS and COFINS tax credits (cost reducer), generated from the energy purchase;

       (vii)        Decrease of R$ 54 million in the resources from the CDE (cost reducer), which was R$ 107 million in 4Q14 and R$ 161 in 4Q13;

·      Charges for the use of the transmission and distribution system (IFRS) reached R$ 49 million in 4Q14, a 77.5% reduction (R$ 170 million). Adjusted charges for the use of the transmission and distribution system reached R$ 49 million in 4Q14, a 75.3% reduction (R$ 150 million), due to the following factors:

            (i)        Reduction in the system service usage charges – ESS (R$ 255 million), from a cost of R$ 80 million in 4Q13 to a revenue of R$ 175 million in 4Q14, mainly due to the receipt of R$ 227 million for the reimbursement of CONER;

           (ii)        Reduction of 99.1% (R$ 1 million) in the resources from the CDE;

Partially offset by:

          (iii)        Reduction of 76.5% in PIS and Cofins tax credits (cost reducer), generated from the charges (R$ 17 million);

         (iv)        Increase of 49.1% in the basic network charges (R$ 67 million), mainly in CPFL Paulista (R$ 35 million), CPFL Piratininga (R$ 15 milion) and RGE (R$ 13 milion);

          (v)        Increase of 16.2% in the Itaipu charges (R$ 1 million);

         (vi)        R$ 20 million variation in the regulatory assets and liabilities, which was a net receivable in 4Q13.

Operating Costs and Expenses

Operating costs and expenses (IFRS) were R$ 827 million in 4Q14 compared to R$ 657 million in 4Q13, an increase of 25.9% (R$ 170 million). Adjusted operating costs and expenses were R$ 827 million in 4Q14 compared to R$ 687 million in 4Q13, an increase of 20.4% (R$ 140 million), due to the following factors:

·         Increase of 17.0% (R$ 2 million) in the Private Pension Fund item;

·         Net increase of 4.9% (R$ 5 million) in the Depreciation and Amortization item;

·         The PMSO item (IFRS), that reached R$ 428 million in 4Q14, compared to R$ 287 million in 4Q13, registering an increase of 49.0% (R$ 141 million). The adjusted PMSO reached R$ 428 million in 4Q14, compared to R$ 317 million in 4Q13, registering an increase of 34.9% (R$ 111 million), mainly due to the following factors:

            (i)        Personnel expenses, which registered an increase of 32.1% (R$ 39 million), mainly due to the (a) effects of the Collective Bargaining Agreement (R$ 10 million), (b) adjustments to the provision of Profit Share Program - PLR (R$ 15 million) (c) reduction in capitalization of personnel costs in investment as of January 2014, in accordance with ANEEL's new methodology (R$ 11 million);

           (ii)        Out-sourced services expenses, which registered an increase of 40.0% (R$ 37 million):

ü  In CPFL Paulista (R$ 16 million), RGE (R$ 8 million) and CPFL Piratininga (R$ 9 million) mainly due to the increase in the expenses with warning notices, disconnection and reconnection,hardware and software maintenance and call center;

          (iii)        Material expenses, which registered an increase of 35.3% (R$ 6 million);

         (iv)        Other operating costs/expenses, which registered an increase of 86.4% (R$ 59 million), considering the impact of the following factors:

ü  In 4Q13, there was an impact of a non-recurring revenue related to the sale of assets (buildings and vehicles) (R$ 25 million);

ü  Increase in 4Q14 of R$ 26 million related to the reclassification of operating fines from financial expenses to operating expenses;

ü  R$ 5 million variation in the regulatory assets and liabilities, which was a net payable in 4Q13.

·         Increase of 9.0% (R$ 22 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$ 269 million in 4Q14, has its counterpart in the “operating revenue”.

Sectorial Financial Assets and Liabilities

On November 25, 2014, through Dispatch no. 4,621, Aneel approved the amendment to concession agreements of distribution companies, in order to include a specific clause guaranteeing that the balance remaining of any insufficient payment or reimbursement of tariff due to termination of the concession, for any reason, will be indemnified.

After this change, the Securities and Exchange Commission of Brazil (CVM) approved, on December 9, 2014, through Resolution no. 732, the recognition of assets and liabilities that were previously called “regulatory assets and liabilities” in the financial statements of distribution companies, which are now called “sectorial financial assets and liabilities”.

In 4Q14, the accumulated balance of regulatory assets and liabilities until December 31, 2014 was accounted, in the amount of R$ 831 million (net of PIS and Cofins).

EBITDA

EBITDA (IFRS) reached R$ 1,014 million in 4Q14, registering an increase of 116.0% (R$ 545 million).

Considering the regulatory assets and liabilities and excluding the non-recurring effects, the Adjusted EBITDA totaled R$ 508 million in 4Q14 compared to R$ 519 million in 4Q13, an reduction of 2.1% (R$ 11 million).

Financial Result

The 4Q14 net financial expense (IFRS) was R$ 13 million, compared to the net financial expense of R$ 11 million in 4Q13, registering an increase of 25.8% (R$ 3 million). The 4Q14 adjusted net financial expense was R$ 8 million, compared to the net financial expense of R$ 15 million in 4Q13, registering a decrease of 49.6% (R$ 8 million).

The items explaining these changes are as follows:

  (i)       Financial Revenue (IFRS): reduction of 21.7% (R$ 46 million), from R$ 211 million in 4Q13 to R$ 165 million in 4Q14. Adjusted Financial Revenue: reduction of 22.1% (R$ 48 million), from R$ 219 million in 4Q13 to R$ 171 million in 4Q14, mainly due to the following factors:

ü  Reduction in the income from financial investments (R$ 16 million), due to the lower average cash stock;

ü  Restatement of escrow deposits (R$ 73 million);

ü  Reduction in the monetary and foreign exchange update (R$ 4 million);

ü  Reduction in 4Q14 of R$ 6 million related to the reclassification of operating fines from financial income to operating income;

ü  Lower volume on purchase of ICMS tax credit (R$ 7 million).

Partially offset by:

ü  Financial expense in the Distribution Companies due to the adjustment for distibutors’ financial asset (R$ 55 million) (revenue reducer);

ü  Net variation of R$ 3 million in the regulatory assets and liabilities, from a net receivable of R$ 9 million in 4Q13 to a net receivable of R$ 6 million in 4Q14.

 (ii)       Financial Expense (IFRS): decrease of 19.4% (R$ 43 million), from R$ 221 million in 4Q13 to R$ 179 million in 4Q14. Adjusted Financial Expense: reduction of 23.9% (R$ 56 million), from R$ 235 million in 4Q13 to R$ 179 million in 4Q14, mainly due to the following factors:

ü  Mark-to-market calculation effect for financial operations under Law 4,131 - non-cash effect (R$ 74 million);

ü  Reduction of R$ 26 million in 4Q14 related to the reclassification of operating fines from financial expenses to operating expenses;

ü  Restatement of expenses with contingencies (R$ 14 million);

Partially offset by:

ü  Exchange variations for Itaipu invoices (R$ 17 million);

ü  Financial expense in the Distribution Companies due to the adjustment for distibutors’ financial asset (R$ 38 million);

ü  Variation of R$ 13 million in the regulatory assets and liabilities, which was a net payable in 4Q13.

Net Income

Net Income (IFRS) in 4Q14 was R$ 630 million, registering a reduction of 159.6% (R$ 388 million).

Considering the regulatory assets and liabilities and excluding the non-recurring effects, the Adjusted Net Income totaled R$ 300 million in 4Q14, compared to R$ 273 million in 4Q13, an increase of 10.2% (R$ 28 million).

12.1.2) Annual Tariff Adjustment

CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa

On February 03, 2014, Aneel published in the Federal Official Gazette, the 2014 Annual Tariff Readjustment Indexes for the CPFL Santa Cruz, CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista and CPFL Mococa distributors, as shown in the table below: