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Prospectus for the Listing of $1.5 Billion 4.500% Senior Notes

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Prospectus for the Listing of $1.5 Billion 4.500% Senior Notes Prospectus dated August 14, 2015 FIAT CHRYSLER AUTOMOBILES N.V. (a public limited liability company incorporated under the laws of the Netherlands No. 60372958) $1,500,000,000 4.500% SENIOR NOTES DUE 2020 $1,500,000,000 5.250% SENIOR NOTES DUE 2023 _________________________________________________________________ On April 14, 2015, Fiat Chrysler Automobiles N.V. (the “Issuer”), a public limited liability company (naamloze vennootschap) incorporated and operating under the laws of the Netherlands, issued its $1,500,000,000 4.500% Senior Notes due 2020 (the “Initial 2020 Notes”) and its $1,500,000,000 5.250% Senior Notes due 2023 (the “Initial 2023 Notes” and collectively, the “Initial Notes”). The Initial Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Initial Notes may not be offered or sold to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes see “Transfer Restrictions” in the Original Prospectus (as such term is defined below). On July 28, 2015 the Issuer issued $1,460,345,000 aggregate principal amount of its 4.500% Senior Notes due 2020 registered under the Securities Act (the “2020 Notes”) and $1,467,939,000 aggregate principal amount of its 5.250% Senior Notes due 2023 registered under the Securities Act (the “2023 Notes” and together with the 2020 Notes, the “New Notes”). The 2020 Notes were offered in exchange for a corresponding amount of the Issuer’s outstanding Initial 2020 Notes. The 2023 Notes were offered in exchange for a corresponding amount of the Issuer’s outstanding Initial 2023 Notes. The Initial Notes and the New Notes are referred to collectively as the “Notes”. The Initial Notes and the New Notes are treated as part of the same series under the Indenture (defined below). The Notes are the unsecured senior obligations of the Issuer and are senior in right of payment to any future subordinated indebtedness and to any of the Issuer’s existing indebtedness which is by its terms subordinated in right of payment to the Notes. The Notes rank pari passu in right of payment with respect to all of the Issuer’s existing and future unsubordinated indebtedness. The Issuer is a holding company and most of its operations are conducted through its subsidiaries. Payments of interest and principal on the Notes may depend on the ability of the Issuer’s operating subsidiaries to distribute cash or other property to the Issuer. The Notes are not guaranteed by the Issuer’s subsidiaries, and therefore effectively rank junior to the liabilities of the Issuer’s current and future subsidiaries to the extent of the assets of such subsidiaries. The Notes were issued pursuant to an Indenture dated April 14, 2015 (the “Indenture”) between the Issuer and The Bank of New York Mellon, as Trustee. The terms of the Initial Notes and the New Notes are identical, except the Initial Notes are subject to transfer restrictions and bear different CUSIPs/ISINs. See “Transfer Restrictions” in the Original Prospectus (defined below) for a description of the transfer restrictions. This supplement dated August 14, 2015 (the “Supplement”) forms part of and should be read together with the attached prospectus dated June 17, 2015 (the “Original Prospectus”) and the attached half year report for the six months ended June 30, 2015 (the “Half Year Report”), attached hereto as Annex I and Annex II respectively. The Supplement does not constitute a supplement for the purposes of Article 16 of Directive 2003/71/EC, as amended (the “Prospectus Directive”). The Supplement and the Original Prospectus together constitute a prospectus (the “Prospectus”) for the purposes of Article 5.4 of the Prospectus Directive. If the information in this Supplement differs from the information contained in the Original Prospectus, the information in this Supplement shall prevail. The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list (the “Official List”) and trading on its regulated market (the “Main Securities Market”). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC, as amended (the “Markets in Financial Instruments Directive”). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of the Markets in Financial Instruments Directive and/or which are to be offered to the public in any Member State of the European Economic Area. Any information sourced from third parties contained in this Prospectus has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. ii TABLE OF CONTENTS Page(s) RISK FACTORS ........................................................................................................................... iv GENERAL INFORMATION ................................................................................................... xxxv ANNEX I ............................................................................................................................... xxxviii ANNEX II ................................................................................................................................ xxxiv iii RISK FACTORS Investing in the Notes involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this Prospectus before deciding whether to invest in the Notes. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of or that we currently believe to be immaterial, may also become important factors that affect us. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In this section, unless otherwise specified or the context otherwise requires, the terms “we,” “our,” “us,” the “Group,” the “Company” and “FCA” refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries, following completion of the merger of Fiat S.p.A. with and into us on October 12, 2014, which we refer to as the “Merger,” or to Fiat S.p.A. together with its subsidiaries, prior to the Merger. Terms not otherwise defined in this section shall have the meanings ascribed to them in the Original Prospectus. Risks Relating to Our Business Our profitability depends on reaching certain minimum vehicle sales volumes. If our vehicle sales deteriorate, particularly sales of our minivans, larger utility vehicles and pick-up trucks, our results of operations and financial condition will suffer. Our success requires us to achieve certain minimum vehicle sales volumes. As is typical for an automotive manufacturer, we have significant fixed costs and, therefore, changes in vehicle sales volume can have a disproportionately large effect on our profitability. For example, assuming constant pricing, mix and cost of sales per vehicle, that all results of operations were attributable to vehicle shipments and that all other variables remain constant, a ten percent decrease in our 2014 vehicle shipments would reduce our Earnings Before Interest and Taxes, or EBIT, by approximately 40 percent for 2014, without accounting for actions and cost containment measures we may take in response to decreased vehicle sales. Further, a shift in demand away from our minivans, larger utility vehicles and pick-up trucks in the U.S., Canada, Mexico and Caribbean islands, or NAFTA, region towards passenger cars, whether in response to higher fuel prices or other factors, could adversely affect our profitability in the NAFTA region. Our minivans, larger utility vehicles and pick-up trucks accounted for approximately 44 percent of our total U.S. retail vehicle sales in 2014 (not including vans and medium duty trucks) and the profitability of this portion of our portfolio is approximately 33 percent higher than that of our overall U.S. retail portfolio on a weighted iv average basis. A shift in demand such that U.S. industry market share for minivans, larger utility vehicles and pick-up trucks deteriorated by 10 percentage points and U.S. industry market share for cars and smaller utility vehicles increased by 10 percentage points, whether in response to higher fuel prices or
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