Obligation Fiat Chrysler Automobiles N.V 5.25% ( USN31738AB82 ) en USD

Fiat Chrysler Automobiles N.V

105 % ⇌

Pays-bas

USN31738AB82 ( en USD )

5.25% par an ( paiement semestriel )

14/04/2023 - Obligation échue

Prospectus brochure de l'obligation Fiat Chrysler Automobiles N.V USN31738AB82 en USD 5.25%, échue

200 000 USD

32 061 000 USD

N31738AB8

BB+ ( Spéculatif )

N/A

L'Obligation émise par Fiat Chrysler Automobiles N.V ( Pays-bas ) , en USD, avec le code ISIN USN31738AB82, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2023
L'Obligation émise par Fiat Chrysler Automobiles N.V ( Pays-bas ) , en USD, avec le code ISIN USN31738AB82, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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.

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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 other factors, holding other variables constant, including our market share of
each vehicle segment, would have reduced the Group's EBIT by approximately 4 percent for
2014. This estimate does not take into account any other changes in market conditions or actions
that the Group may take in response to shifting consumer preferences, including production and
pricing changes. For additional information on factors affecting vehicle profitability, see
"Management's Discussion and Analysis of Financial Condition and Results of Operations--
Trends, Uncertainties and Opportunities" in the Original Prospectus.

Moreover, we tend to operate with negative working capital as we generally receive
payments from vehicle sales to dealers within a few days of shipment, whereas there is a lag
between the time when parts and materials are received from suppliers and when we pay for such
parts and materials; therefore, if vehicle sales decline we will suffer a significant negative impact
on cash flow and liquidity as we continue to pay suppliers during a period in which we receive
reduced proceeds from vehicle sales. If vehicle sales do not increase, or if they were to fall short
of our assumptions, due to financial crisis, renewed recessionary conditions, changes in
consumer confidence, geopolitical events, inability to produce sufficient quantities of certain
vehicles, limited access to financing or other factors, our financial condition and results of
operations would be materially adversely affected.

Our businesses are affected by global financial markets and general economic and other
conditions over which we have little or no control.

Our results of operations and financial position may be influenced by various
macroeconomic factors--including changes in gross domestic product, the level of consumer and
business confidence, changes in interest rates for or availability of consumer and business credit,
energy prices, the cost of commodities or other raw materials, the rate of unemployment and
foreign currency exchange rates--within the various countries in which we operate.

Beginning in 2008, global financial markets have experienced severe disruptions,
resulting in a material deterioration of the global economy. The global economic recession in
2008 and 2009, which affected most regions and business sectors, resulted in a sharp decline in
demand for automobiles. Although more recently we have seen signs of recovery in certain
regions, the overall global economic outlook remains uncertain.

In Europe, in particular, despite measures taken by several governments and monetary
authorities to provide financial assistance to certain Eurozone countries and to avoid default on
sovereign debt obligations, concerns persist regarding the debt burden of several countries. These
concerns, along with the significant fiscal adjustments carried out in several countries, intended
to manage actual or perceived sovereign credit risk, led to further pressure on economic growth
v

and to new periods of recession. Prior to a slight improvement in 2014, European automotive
industry sales declined over several years following a period in which sales were supported by
government incentive schemes, particularly those designed to promote sales of more fuel
efficient and low emission vehicles. Prior to the global financial crisis, industry-wide sales of
passenger cars in Europe were 16 million units in 2007. In 2014, following six years of sales
declines, sales in that region rose 5 percent over 2013 to 13 million passenger cars. From 2011 to
2014, our market share of the European passenger car market decreased from 7.0 percent to 5.8
percent, and we have reported losses and negative EBIT in each of the past four years in the
Europe, Middle East and Africa, or EMEA, segment. See "Business--Overview of Our
Business" in the Original Prospectus for a description of our reportable segments. These ongoing
concerns could have a detrimental impact on the global economic recovery, as well as on the
financial condition of European financial institutions, which could result in greater volatility,
reduced liquidity, widening of credit spreads and lack of price transparency in credit markets.
Widespread austerity measures in many countries in which we operate could continue to
adversely affect consumer confidence, purchasing power and spending, which could adversely
affect our financial condition and results of operations.

A majority of our revenues have been generated in the NAFTA segment, as vehicle sales
in North America have experienced significant growth from the low vehicle sales volumes in
2009-2010. However, this recovery may not be sustained or may be limited to certain classes of
vehicles. Since the recovery may be partially attributable to the pent-up demand and average age
of vehicles in North America following the extended economic downturn, there can be no
assurances that continued improvements in general economic conditions or employment levels
will lead to additional increases in vehicle sales. As a result, North America may experience
limited growth or decline in vehicle sales in the future.

In addition, slower expansion or recessionary conditions are being experienced in major
emerging countries, such as China, Brazil and India. In addition to weaker export business, lower
domestic demand has also led to a slowing economy in these countries. These factors could
adversely affect our financial condition and results of operations.

In general, the automotive sector has historically been subject to highly cyclical demand
and tends to reflect the overall performance of the economy, often amplifying the effects of
economic trends. Given the difficulty in predicting the magnitude and duration of economic
cycles, there can be no assurances as to future trends in the demand for products sold by us in
any of the markets in which we operate.

In addition to slow economic growth or recession, other economic circumstances--such
as increases in energy prices and fluctuations in prices of raw materials or contractions in
infrastructure spending--could have negative consequences for the industry in which we operate
and, together with the other factors referred to previously, could have a material adverse effect on
our financial condition and results of operations.
vi

We may be unsuccessful in efforts to expand the international reach of some of our brands
that we believe have global appeal and reach.

The growth strategies reflected in our 2014-2018 Strategic Business Plan, or Business
Plan, will require us to make significant investments, including to expand several brands that we
believe to have global appeal into new markets. Such strategies include expanding sales of the
Jeep brand globally, most notably through localized production in Asia and Latin America and
reintroduction of the Alfa Romeo brand in North America and other markets throughout the
world. Our plans also include a significant expansion of our Maserati brand vehicles to cover all
segments of the luxury vehicle market. This will require significant investments in our
production facilities and in distribution networks in these markets. If we are unable to introduce
vehicles that appeal to consumers in these markets and achieve our brand expansion strategies,
we may be unable to earn a sufficient return on these investments and this could have a material
adverse effect on our financial condition and results of operations.

Product recalls and warranty obligations may result in direct costs, and loss of vehicle sales
could have material adverse effects on our business.

We, and the U.S. automotive industry in general, have recently experienced a significant
increase in recall activity to address performance, compliance or safety-related issues. The costs
we incur to recall vehicles typically include the cost of replacement parts and labor to remove
and replace parts, substantially depend on the nature of the remedy and the number of vehicles
affected, and may arise many years after a vehicle's sale. Product recalls may also harm our
reputation and may cause consumers to question the safety or reliability of our products.

Any costs incurred, or lost vehicle sales, resulting from product recalls could materially
adversely affect our financial condition and results of operations. Moreover, if we face consumer
complaints, or we receive information from vehicle rating services that calls into question the
safety or reliability of one of our vehicles and we do not issue a recall, or if we do not do so on a
timely basis, our reputation may also be harmed and we may lose future vehicle sales.
We are also obligated under the terms of our warranty agreements to make repairs or replace
parts in our vehicles at our
expense for a specified period of time. Therefore, any failure rate that exceeds our assumptions
may result in unanticipated
losses.

In addition, compliance with U.S. regulatory requirements for product recalls has
received heightened scrutiny recently and, in connection with the failure in three specified
campaigns to provide an effective remedy, and noncompliance with various reporting
requirements under the National Traffic and Motor Vehicle Safety Act of 1966, FCA US has
recently agreed to pay substantial civil penalties, become subject to supervision and in certain
vii

instances been required to buy back vehicles as an additional alternative to a repair remedy. In
considering the likelihood that vehicle owners will choose the repurchase alternative over the
original repair remedy, the age, average wear and tear and mileage of the covered vehicles, the
manner in which each covered vehicle class is typically used by owners, and the incremental
costs owners will likely incur in acquiring a replacement vehicle, were all factors that were
evaluated in order to assess likely costs and financial exposure. As a result, FCA US does not
expect the net cost of providing these additional alternatives will be material to its financial
position, liquidity or results of operations. However there can be no assurances that return rates
will not exceed our expectations. In addition, there can be no assurance that we will not be
subject to additional regulatory inquiries and consequences in the future.

Our future performance depends on our ability to expand into new markets as well as enrich
our product portfolio and offer innovative products in existing markets.

Our success depends, among other things, on our ability to maintain or increase our share
in existing markets and/or to expand into new markets through the development of innovative,
high-quality products that are attractive to customers and provide adequate profitability.
Following our January 2014 acquisition of the approximately 41.5 percent interest in FCA US
that we did not already own, we announced our Business Plan in May 2014. Our Business Plan
includes a number of product initiatives designed to improve the quality of our product offerings
and grow sales in existing markets and expand in new markets.
It generally takes two years or more to design and develop a new vehicle, and a number
of factors may lengthen that schedule. Because of this product development cycle and the
various elements that may contribute to consumers' acceptance of new vehicle designs, including
competitors' product introductions, fuel prices, general economic conditions and changes in
styling preferences, an initial product concept or design that we believe will be attractive may not
result in a vehicle that will generate sales in sufficient quantities and at high enough prices to be
profitable. A failure to develop and offer innovative products that compare favorably to those of
our principal competitors, in terms of price, quality, functionality and features, with particular
regard to the upper-end of the product range, or delays in bringing strategic new models to the
market, could impair our strategy, which would have a material adverse effect on our financial
condition and results of operations. Additionally, our high proportion of fixed costs, both due to
our significant investment in property, plant and equipment as well as the requirements of our
collective bargaining agreements, which limit our flexibility to adjust personnel costs to changes
in demand for our products, may further exacerbate the risks associated with incorrectly
assessing demand for our vehicles.

Further, if we determine that a safety or emissions defect, a mechanical defect or a non-
compliance with regulation exists with respect to a vehicle model prior to the retail launch, the
launch of such vehicle could be delayed until we remedy the defect or non-compliance. The costs
associated with any protracted delay in new model launches necessary to remedy such defect,
viii

and the cost of providing a free remedy for such defects or noncompliance in vehicles that have
been sold, could be substantial.

The automotive industry is highly competitive and cyclical and we may suffer from those
factors more than some of our competitors.

Substantially all of our revenues are generated in the automotive industry, which is highly
competitive, encompassing the production and distribution of passenger cars, light commercial
vehicles and components and production systems. We face competition from other international
passenger car and light commercial vehicle manufacturers and distributors and components
suppliers in Europe, North America, Latin America and the Asia Pacific region. These markets
are all highly competitive in terms of product quality, innovation, pricing, fuel economy,
reliability, safety, customer service and financial services offered, and many of our competitors
are better capitalized with larger market shares.

Competition, particularly in pricing, has increased significantly in the automotive
industry in recent years. Global vehicle production capacity significantly exceeds current
demand, partly as a result of lower growth in demand for vehicles. This overcapacity, combined
with high levels of competition and weakness of major economies, has intensified and may
further intensify pricing pressures.

Our competitors may respond to these conditions by attempting to make their vehicles
more attractive or less expensive to customers by adding vehicle enhancements, providing
subsidized financing or leasing programs, or by reducing vehicle prices whether directly or by
offering option package discounts, price rebates or other sales incentives in certain markets. In
addition, manufacturers in countries that have lower production costs have announced that they
intend to export lower-cost automobiles to established markets. These actions have had, and
could continue to have, a negative impact on our vehicle pricing, market share, and results of
operations.

In the automotive business, sales to end-customers are cyclical and subject to changes in
the general condition of the economy, the readiness of end-customers to buy and their ability to
obtain financing, as well as the possible introduction of measures by governments to stimulate
demand. The automotive industry is also subject to the constant renewal of product offerings
through frequent launches of new models. A negative trend in the automotive industry or our
inability to adapt effectively to external market conditions coupled with more limited capital than
many of our principal competitors could have a material adverse impact on our financial
condition and results of operations.

ix

Our current credit rating is below investment grade and any further deterioration may
significantly affect our funding and prospects.

The ability to access the capital markets or other forms of financing and the related costs
depend, among other things, on our credit ratings. Following downgrades by the major rating
agencies, we are currently rated below investment grade. The rating agencies review these
ratings regularly and, accordingly, new ratings may be assigned to us in the future. It is not
currently possible to predict the timing or outcome of any ratings review. Any downgrade may
increase our cost of capital and potentially limit our access to sources of financing, which may
cause a material adverse effect on our business prospects, earnings and financial position. Since
the ratings agencies may separately review and rate FCA US on a standalone basis, it is possible
that our credit ratings may not benefit from any improvements in FCA US's credit ratings or that
a deterioration in FCA US's credit ratings could result in a negative rating review of us. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" in the Original Prospectus for more information on our
financing arrangements.

We may not be able to realize anticipated benefits from any acquisitions and challenges
associated with strategic alliances may have an adverse impact on our results of operations.

We may engage in acquisitions or enter into, expand or exit from strategic alliances
which could involve risks that may prevent us from realizing the expected benefits of the
transactions or achieving our strategic objectives. Such risks could include:

· technological and product synergies, economies of scale and cost reductions not

occurring as expected;
· unexpected liabilities;

· incompatibility in processes or systems;

· unexpected changes in laws or regulations;

· inability to retain key employees;

· inability to source certain products;

· increased financing costs and inability to fund such costs;

· significant costs associated with terminating or modifying alliances; and

· problems in retaining customers and integrating operations, services, personnel, and

customer bases.

If problems or issues were to arise among the parties to one or more strategic alliances for
managerial, financial or other reasons, or if such strategic alliances or other relationships were
terminated, our product lines, businesses, financial position and results of operations could be
adversely affected.
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