Cpfl Energia Sa

Subject to completion, dated May 30, 2019 Preliminary Prospectus Supplement (To Prospectus dated May 29, 2019) 28MAY201914230750 CPFL ENERGIA S.A. (CPFL ENERGY INCORPORATED) Common Shares and American Depositary Shares Representing Common Shares We are offering 116,817,126 common shares in a global offering, which consists of an international offering in the United States and other countries outside Brazil and an offering of common shares in Brazil. Common shares offered in the global offering may be offered directly or in the form of American Depositary Shares, or ADSs, each of which represents two common shares of the company. The offering of the ADSs is being underwritten by the international underwriters named in this prospectus supplement. The common shares purchased by investors outside Brazil will be settled in Brazil and paid for in reais, and underwritten by the Brazilian placement agents named elsewhere in this prospectus supplement using a Portuguese-language prospectus supplement. The closings of the international and Brazilian offerings are conditioned upon each other. Due to the currently reduced liquidity of our common shares and ADSs, we believe that the last closing price per common share reported on the B3 or per ADS reported on the NYSE should not be considered the sole basis of the expected price of our common shares and ADSs in this offering. We anticipate that the public offering price for our common shares will be between R$29.30 and R$35.30, which is equivalent to US$7.33 and US$8.83, respectively, based upon the exchange rate of R$3.995 to US$1.00 reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank, on May 29, 2019, or between US$14.66 and US$17.67 per ADS after giving effect to the ratio of two common shares per ADS. These price ranges are merely indicative, and the public offering price may be higher or lower than these ranges after conclusion of the bookbuilding process. ll these securities until the registration statement filed with Securities and Exchange Commission Holders of our common shares as of May 30, 2019 will be given the opportunity to subscribe for common shares in the Brazilian soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. soliciting an offer to buy these securities in any jurisdiction where the offering on a priority basis at the public offering price. The priority subscription procedure will not be made available to holders of our ADSs. See ‘‘The Offering—Priority subscription.’’ Our ADSs are listed on the New York Stock Exchange, or NYSE, under the ticker symbol ‘‘CPL.’’ The last closing price of the ADSs on the NYSE on May 29, 2019 was US$14.82 per ADS. Our common shares are listed on the Sao˜ Paulo Stock Exchange (B3 S.A.-Brasil, Bolsa, Balcao˜ ), or the B3, under the ticker symbol ‘‘CPFE3.’’ The last closing price of the common shares on the B3 on May 29, 2019 was R$29.75 per common share. Per Per ADS common share Total(2) Public offering price ............................ US$ R$ US$ Underwriting discounts and commissions(1) .............. US$ R$ US$ Proceeds, before expenses, to us .................... US$ R$ US$ (1) See ‘‘Underwriting’’ beginning on page S-97 of this prospectus supplement for additional information regarding underwriting compensation. (2) Considers ‘‘per common share’’ amounts translated at the commercial selling rate at closing for the purchase of U.S. dollars, as reported by the Central Bank, at March 31, 2019 of R$3.896 to US$1.00. We have the right to sell, in a joint decision with the international underwriters and the Brazilian placement agents, up to an additional 23,363,425 of our common shares (including in the form of ADSs) or the Additional Securities, at the above referenced offering prices, in aggregate representing up to 20% of the common shares (including in the form of ADSs) initially offered by us. We have also granted to the international underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to 17,522,568 additional common shares in the form of ADSs from us, minus the number of common shares sold by us pursuant to the Brazilian placement agents’ option to purchase additional shares referred to below, to cover over-allotments of ADSs, if any. We have granted to the Brazilian placement agents an option to purchase up to 17,522,568 additional common shares from us, minus the number of common shares in the form of ADSs sold by us pursuant to the international underwriters’ option to purchase additional shares, to cover over-allotments of common shares, if any. Investing in the ADSs and our common shares involves risks, see ‘‘Risk Factors’’ section beginning on page S-34 of this prospectus supplement. Delivery of the ADSs will be made through the book-entry facilities of The Depository Trust Company, or DTC, on or about , 2019. Delivery of our common shares not sold in the form of ADSs will be made in Brazil through the book-entry facilities of the Central Depositary of the B3 (Central Depositaria´ da B3) on or about , 2019. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Global Coordinators Santander Itau BBA Joint Bookrunners Bradesco BBI BTG Pactual Morgan Stanley The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed. We may not se The information in this prospectus supplement and the accompanying is not complete may be changed. We is effective. This prospectus supplement and the accompanying are not an offer to sell these securities The date of this prospectus supplement is , 2019. TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT ................................... S-1 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................. S-3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ..... S-5 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................... S-7 SUMMARY ............................................................. S-8 THE OFFERING ........................................................ S-16 SUMMARY FINANCIAL AND OPERATING DATA .............................. S-21 RECENT DEVELOPMENTS ................................................ S-25 RISK FACTORS ......................................................... S-34 USE OF PROCEEDS ..................................................... S-60 CAPITALIZATION ....................................................... S-61 DILUTION............................................................. S-63 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................. S-64 RELATED PARTY TRANSACTIONS ......................................... S-84 TAXATION ............................................................. S-85 UNDERWRITING ........................................................ S-97 EXPENSES OF THE GLOBAL OFFERING .................................... S-113 LEGAL MATTERS ....................................................... S-114 EXPERTS .............................................................. S-114 ANNEX A: GLOSSARY OF TERMS .......................................... S-115 INDEX TO FINANCIAL STATEMENTS ....................................... F-1 Prospectus ABOUT THIS PROSPECTUS ................................................. 1 WHERE YOU CAN FIND MORE INFORMATION ................................. 1 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................... 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ........ 3 THE COMPANY........................................................... 4 RISK FACTORS ............................................................ 5 CAPITALIZATION ......................................................... 5 OFFER STATISTICS AND EXPECTED TIMETABLE ............................... 5 USE OF PROCEEDS ........................................................ 5 DESCRIPTION OF COMMON SHARES ......................................... 5 DESCRIPTION OF AMERICAN DEPOSITARY SHARES ............................ 18 SELLING SHAREHOLDER .................................................. 29 PLAN OF DISTRIBUTION ................................................... 31 INTERESTS OF EXPERTS AND COUNSEL ...................................... 32 LEGAL MATTERS ......................................................... 32 EXPERTS ................................................................ 32 SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS ............................................................... 33 ABOUT THIS PROSPECTUS SUPPLEMENT In this prospectus supplement, unless the context otherwise requires, references to ‘‘CPFL Energia,’’ ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘our company,’’ and ‘‘the company’’ refer to CPFL Energia S.A. and its consolidated subsidiaries. The term ‘‘State Grid’’ refers to State Grid Brazil Power Participa¸coes˜ S.A. See ‘‘Item 7. Major Shareholders and Related Party Transactions—Major Shareholders’’ in our most recent annual report on Form 20-F incorporated by reference herein. Neither we nor the international underwriters or the Brazilian placement agents have authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus

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