UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36675 Fiat Chrysler Automobiles N.V. (Exact Name of Registrant as Specified in Its Charter) The Netherlands (Jurisdiction of Incorporation or Organization) 25 St. James's Street London SW1A 1HA United Kingdom Tel. No.: +44 (0) 20 7766 0311 (Address of Principal Executive Offices) Giorgio Fossati 25 St. James's Street London SW1A 1HA United Kingdom Tel. No.: +44 (0) 20 7766 0311 [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Shares, par value €0.01 FCAU New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,567,519,274 common shares, par value €0.01 per share, and 408,941,767 special voting shares, par value €0.01 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow: Item 17 or Item 18 . If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Fiat Chrysler Automobiles N.V. Annual Report and Form 20-F For the year ended December 31, 2019 TABLE OF CONTENTS Page Board of Directors and Auditor 5 BOARD REPORT 6 INTRODUCTION 6 MANAGEMENT REPORT 10 Selected Financial Data 10 Group Overview 13 Our Business Plan 20 Overview of Our Business 21 Sales Overview 30 Environmental and Other Regulatory Matters 38 Financial Overview 46 Results of Operations 53 Liquidity and Capital Resources 68 Risk Management 72 Risk Factors 76 CORPORATE GOVERNANCE 95 Remuneration Report 129 CONTROLS AND PROCEDURES 144 Consolidated Financial Statements at December 31, 2019 146 Consolidated Income Statement 150 Consolidated Statement of Comprehensive Income/(Loss) 151 Consolidated Statement of Financial Position 152 Consolidated Statement of Cash Flows 153 Consolidated Statement of Changes in Equity 154 Notes to the Consolidated Financial Statements 155 OTHER INFORMATION 261 Additional information for Netherlands Corporate Governance 261 Additional Information for U.S. Listing Purposes 265 FORM 20-F CROSS REFERENCE 280 SIGNATURES 283 4 BOARD OF DIRECTORS Chairman John Elkann(1) Chief Executive Officer Michael Manley Chief Financial Officer Richard Palmer Directors John Abbott Andrea Agnelli Tiberto Brandolini d’Adda Glenn Earle(2) Valerie A. Mars(1),(2),(3) Ronald L. Thompson(2) Michelangelo A. Volpi(3) Patience Wheatcroft(1),(2) Ermenegildo Zegna(3) INDEPENDENT AUDITOR Ernst & Young Accountants LLP (AFM annual report filing)(4) EY S.p.A (SEC Form 20-F filing)(4) ________________________________________________________________________________________________________________________________________________ (1) Member of the Governance and Sustainability Committee (2) Member of the Audit Committee (3) Member of the Compensation Committee (4) Refer to “About this Report” for additional information relating to these regulatory filings. 5 BOARD REPORT INTRODUCTION About this Report This document, referred to hereafter as the “Annual Report and Form 20-F”, constitutes both the Statutory annual report in accordance with Dutch legal requirements and the annual report on Form 20-F, applicable to Foreign Private Issuers, pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, for Fiat Chrysler Automobiles N.V. for the year ended December 31, 2019, except as noted below. A table that cross-references the content of this report to the Form 20-F requirements is set out in the FORM 20-F CROSS REFERENCE section included elsewhere in this report. The Annual Report and Form 20-F is filed with the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten, the “AFM”) and unless otherwise stated, all references in this document to “Annual Report” refer to the AFM filing. The following sections have been removed for our Annual Report filing with the AFM: • FORM 20-F cover page; • REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (EY S.p.A. in respect of Internal Control over Financial Reporting for the SEC filing); • REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (EY S.p.A. in respect of the PCAOB audit of the financial statements for the SEC filing); and • SIGNATURES. The Annual Report and Form 20-F and related exhibits are filed with the U.S. Securities and Exchange Commission (“SEC”) and unless otherwise stated, all references in this document to “Form 20-F” refer to the SEC filing. The following sections have been removed for our Form 20-F filing with the SEC: • MESSAGE FROM THE CHAIRMAN AND THE CEO; • CORPORATE GOVERNANCE - Responsibilities in Respect to the Annual Report; • NON-FINANCIAL INFORMATION; • CONTROLS AND PROCEDURES - Statement by the Board of Directors; • 2020 GUIDANCE; • FCA N.V. COMPANY FINANCIAL STATEMENTS; and • Independent auditor’s report (Ernst & Young Accountants LLP in respect of the AFM filing). Documents on Display The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is provided solely for information purposes and is not intended to be an active link. Reports and other information concerning our business may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005. We also make our periodic reports, as well as other information filed with or furnished to the SEC, available free of charge through our website, at www.fcagroup.com, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference in this report. 6 Certain Defined Terms In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Group”, the “Company” and “FCA” refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries and its predecessor prior to the completion of the merger of Fiat S.p.A. with and into Fiat Investments N.V. on October 12, 2014 (the “2014 Merger”, at which time Fiat Investments N.V. was renamed Fiat Chrysler Automobiles N.V., or “FCA NV”), or any one or more of them, as the context may require. References to “Fiat” refer solely to the Fiat brand and “Fiat S.p.A.” refer to Fiat S.p.A., the predecessor of FCA NV prior to the 2014 Merger. References to “FCA US” refer to FCA US LLC, formerly known as Chrysler Group LLC, together with its direct and indirect subsidiaries.