Form S-1

As filed with the Securities and Exchange Commission on September 23, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chrysler Group LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 3711 (Primary Standard Industrial Classification Code Number) 27-0187394 (IRS Employer

Identification Number)

1000 Chrysler Drive

Auburn Hills, Michigan 48326

(248) 512-2950

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)

Marjorie H. Loeb, Esq.

Senior Vice President, General Counsel and Secretary

Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, Michigan 48326

(248) 512-2950

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Scott D. Miller, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 William P. Rogers, Jr., Esq. William V. Fogg, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 (212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement .

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

(Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Proposed maximum aggregate offering price(1) Amount of registration fee Common stock, par value $0.001 per share $100,000,000 $13,640.00

(1) Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Chrysler Group LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Immediately prior to the effectiveness of this registration statement, Chrysler Group LLC will be converted into a Delaware corporation, renamed Chrysler Group Corporation and undergo certain reorganization transactions described herein. Shares of the common stock, par value $0.001 per share, of Chrysler Group Corporation are being offered by the prospectus that forms a part of this registration statement.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION. DATED September 23, 2013.

Shares

Common Stock

This is an initial public offering of shares of common stock of Chrysler Group Corporation, which will be formed as the result of certain reorganization transactions described herein. See Our Structure and Company Conversion.

All of the shares of common stock included in this offering are being sold by the selling stockholder identified in this prospectus. We will not receive any of the proceeds from the sale of the shares sold in this offering. We will bear all of the offering expenses other than the underwriting discounts and commissions.

Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price per share to be between $ and $ . We intend to apply to list our common stock on the under the symbol  .

Investing in our common stock involves risk. See Risk Factors beginning on page 24 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to the selling stockholder $ $

The selling stockholder has granted the underwriters the option to purchase up to an additional shares at the initial public offering price less the underwriting discount. We will not receive any proceeds from the sale of any of the additional shares.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on , 2013.

J.P. Morgan

Prospectus dated , 2013.

TABLE OF CONTENTS

Page

Prospectus Summary 1

Risk Factors 24

Our Structure and Company Conversion 56

Use of Proceeds 58

Capitalization 59

Dividend Policy and Dividends 60

Selected Historical Consolidated Financial and Other Data 61

Business 139

Management 171

Compensation of Executive Officers and Directors 184

Certain Relationships and Related Party Transactions 212

Principal Stockholders and Selling Stockholder 218

Description of Capital Stock 220

Shares Eligible for Future Sale 227

Underwriting 232

Validity of Common Stock 238

Experts 238

Where You Can Find More Information 238

We are responsible for the information contained in this prospectus and in any free writing prospectus we may authorize to be delivered to you. We have not authorized anyone to give you any other information, and take no responsibility for any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

INDUSTRY DATA

In this prospectus, we include and refer to industry and market data obtained or derived from internal surveys, market research, publicly available information and industry publications. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe that this information is reliable, we have not independently verified the data from third-party sources. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources. While we believe the industry data presented in this prospectus is reliable, our estimates, in particular as they relate to market share and our future expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption Risk Factors.

PRESENTATION OF RESULTS

In this prospectus, unless otherwise specified, the terms we, our, us, Chrysler Group and the Company:

(i) following the date of the Company Conversion (as defined herein) discussed in Our Structure and Company Conversion, refer to Chrysler Group Corporation and its consolidated subsidiaries, or any one or more of them as the context may require;

(ii) for the period from June 10, 2009 to the date of the Company Conversion, refer to Chrysler Group LLC and its consolidated subsidiaries, or any one or more of them as the context may require, which from May 25, 2011 was a consolidated subsidiary of Fiat North America LLC, or FNA LLC, which holds a 58.5 percent ownership interest in Chrysler Group as of the date of this prospectus; and

(iii) for the period from August 4, 2007 through June 9, 2009, refer to Old Carco LLC (f/k/a Chrysler LLC) and its consolidated subsidiaries, or Old Carco, or any one or more of them as the context may require.

Solely with respect to information relating to financial results and related disclosures for the period from May 25, 2011 to the date of the Company Conversion, the terms we, our, us, FNA and the Company refer to FNA LLC and its consolidated subsidiaries (which, as described in (ii) above, are Chrysler Group LLC and its consolidated subsidiaries), or any one or more of them as the context may require. Fiat refers to Fiat S.p.A., a corporation organized under the laws of Italy, its consolidated subsidiaries (excluding FNA LLC and its consolidated subsidiaries) and entities it jointly controls, or any one or more of them as the context may require.

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PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including (i) the Fiat North America LLC and consolidated subsidiaries audited consolidated financial statements as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from May 25, 2011 to December 31, 2011 (Successor as defined below under Successor and Predecessor Presentation), the period from January 1, 2011 to May 24, 2011 and the year ended December 31, 2010 (Predecessor as defined below under Successor and Predecessor Presentation), (ii) the Fiat North America LLC and consolidated subsidiaries condensed consolidated financial statements as of June 30, 2013 and the three and six months ended June 30, 2013 and 2012, as well as (iii) the information set forth under the sections Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. This prospectus relates to an offering of common stock of Chrysler Group Corporation, a Delaware corporation, following certain reorganization transactions described herein that will occur immediately prior to the effectiveness of the registration statement of which this prospectus is a part, which we refer to as the Company Conversion. Refer to Our Structure and Company Conversion for additional information regarding these transactions. In this prospectus, unless otherwise specified, the terms we, our, us, Chrysler Group and the Company: (i) following the date of the Company Conversion discussed in Our Structure and Company Conversion, refer to Chrysler Group Corporation and its consolidated subsidiaries, or any one or more of them as the context may require; (ii) for the period from June 10, 2009 to the date of the Company Conversion, refer to Chrysler Group LLC and its consolidated subsidiaries, or any one or more of them as the context may require, which from May 25, 2011 was a consolidated subsidiary of Fiat North America LLC, or FNA LLC, which holds a 58.5 percent ownership interest in Chrysler Group as of the date of this prospectus; and (iii) for the period from August 4, 2007 through June 9, 2009, refer to Old Carco LLC (f/k/a Chrysler LLC) and its consolidated subsidiaries, or Old Carco, or any one or more of them as the context may require. Solely with respect to information relating to financial results and related disclosures for the period from May 25, 2011 to the date of the Company Conversion, the terms we, our, us, FNA and the Company refer to FNA LLC and its consolidated subsidiaries (which, as described in (ii) above, are Chrysler Group LLC and its consolidated subsidiaries), or any one or more of them as the context may require. Fiat refers to Fiat S.p.A., a corporation organized under the laws of Italy, its consolidated subsidiaries (excluding FNA LLC and its consolidated subsidiaries) and entities it jointly controls, or any one or more of them as the context may require. Chrysler Group LLC was formed on April 28, 2009 as a Delaware limited liability company to complete the transactions contemplated by the Master Transaction Agreement dated April 30, 2009, among Chrysler Group, Fiat and Old Carco and certain of its subsidiaries, which was approved under section 363 of the U.S. Bankruptcy Code, or the 363 Transaction. On April 30, 2009, Old Carco and its principal domestic subsidiaries filed for bankruptcy protection. On June 10, 2009, Chrysler Group LLC completed the 363 Transaction and purchased the principal operating assets and assumed certain liabilities of Old Carco and its principal domestic subsidiaries, in addition to acquiring the equity of Old Carcos principal foreign subsidiaries. As a result of the 363 Transaction, a new basis of accounting was created. As Chrysler Group LLC succeeded to substantially all of the business of Old Carco and as Chrysler Group LLCs own operations before the succession were insignificant relative to Old Carcos operations, Old Carco represents the Predecessor to Chrysler Group LLC for accounting and financial reporting purposes for periods prior to June 10, 2009.

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Fiat North America LLC was formed on May 14, 2009 as a Delaware limited liability company and 100 percent owned indirect subsidiary of Fiat S.p.A., to hold Fiats ownership interest in Chrysler Group, a variable interest entity, or VIE. In connection with the closing of the 363 Transaction, Fiat contributed intellectual property rights, or Fiat IP, to FNA LLC that were contributed and licensed to Chrysler Group for its use in exchange for a 20.0 percent ownership interest in Chrysler Group. Successor and Predecessor Presentation Through a series of transactions and events, FNA LLC became the primary beneficiary of Chrysler Group on May 25, 2011. As a result, a new basis of accounting was created. As FNA LLC succeeded to substantially all of the business of Chrysler Group, and as FNA LLCs own operations before the succession were insignificant relative to Chrysler Groups operations, Chrysler Group represents the predecessor to FNA LLC for accounting and financial reporting purposes. As a result of the Company Conversion that will occur immediately prior to the effectiveness of the registration statement of which this prospectus is a part, which includes the merger of FNA LLC with and into Chrysler Group Corporation, with Chrysler Group Corporation surviving the merger, Chrysler Group Corporation will assume FNAs accounting basis for financial reporting purposes and will be the successor to Chrysler Group LLC. For accounting and financial reporting purposes, for the period from May 25, 2011 to the date of the Company Conversion discussed in Our Structure and Company Conversion, FNA is referred to as the Successor. For the period from June 10, 2009 to May 24, 2011, Chrysler Group is referred to as Predecessor A. For the period from January 1, 2008 to June 9, 2009, Old Carco is referred to as Predecessor B. As a result of the Company Conversion, Chrysler Group Corporation will assume FNAs accounting basis for financial reporting purposes and will be the ultimate successor to Chrysler Group LLC. Our Business We design, engineer, manufacture, distribute and sell automobiles, which include passenger cars, utility vehicles (which include sport utility and crossover vehicles), minivans, trucks and commercial vans, under the Chrysler, Jeep, Dodge and Ram brands, as well as the SRT performance vehicle designation, and we sell our authentic service parts and accessories under the Mopar brand. We also sell separately-priced service contracts to customers and provide contract manufacturing services to other vehicle manufacturers, primarily Fiat. As part of our industrial alliance with Fiat, or the Fiat-Chrysler Alliance, we also manufacture certain Fiat vehicles in Mexico, which are distributed throughout North America and sold to Fiat for distribution elsewhere in the world. In addition, Fiat manufactures certain Fiat brand vehicles for us, which we sell in select markets. We sell our products through a network of approximately 2,600 dealers in the U.S. and through distributors and dealers around the world. Over the past four years, we have transformed our business through renewed brand focus, a streamlined distribution network, an improved cost structure, new management and dedication to designing and building a broadened portfolio of high quality vehicles. We have established a clear strategy for each of our brands and are reshaping our product lineup in a way that enhances our brands to be highly differentiated and responsive to consumer preferences. As part of this strategy, we have introduced more than 25 new or significantly refreshed vehicles since we began operations in mid-2009. Our vehicles and service parts and accessories are sold primarily in North America. Over the past three years, the U.S. has been the fastest growing developed vehicle market in the world, and we are one of the fastest growing automakers in the U.S., as measured by growth in market share, during that span. In addition, we are devoting increased attention to key emerging markets, such as China, Brazil and India, to drive future growth. For the twelve months ended June 30, 2013, we shipped 2.4 million vehicles worldwide, generating approximately $66.0 billion in net revenue, $1.6 billion in net income and $5.2 billion in Modified EBITDA. See Summary Selected Historical Consolidated Financial and Other Data for a reconciliation of Net Income to Modified EBITDA and Managements Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for a description of Modified EBITDA.

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We believe that the Fiat-Chrysler Alliance has enabled us to accelerate our positive transformation. Through continued operational integration and sharing of best practices across the organizations, we are realizing significant ongoing operating and commercial synergies that enable us to capture the benefits from a substantially greater combined scale. These benefits include access to, and joint development and sharing of, new vehicle platforms and powertrain technologies which substantially reduce our time-to-market for these vehicles and the associated development costs. The Fiat-Chrysler Alliance provides us access to smaller, more fuel-efficient vehicles and technologies for vehicle segments where we have been historically underrepresented. Under the Fiat-Chrysler Alliance, we launched our first ever mini and small car segment vehicles with the Fiat 500 and the all-new 500L in 2011 and 2013, respectively. We re-entered the compact sedan segment with the launch of the Dodge Dart in 2012 and we are now launching the all-new 2014 Jeep Cherokee, both of which are based on the Compact U.S. Wide, or CUSW, platform that we co-developed with Fiat and based on a Fiat platform. In 2014, we expect to launch our first ever sport utility vehicle, or SUV, in the small vehicle market, or B-segment, which will also be based on a jointly-developed platform, which we call the Small Wide platform. We have moved rapidly to operationally integrate our respective companies in order to capitalize on the considerable potential the Fiat-Chrysler Alliance creates. The success of our product strategy is evidenced by our substantial increase in market share, reduced reliance on sales incentives and more than 150 and 200 product awards received in 2013 (through September 1, 2013) and 2012, respectively. Our U.S. market share increased to 11.2 percent for 2012 from 8.8 percent for 2009. Our average retail sales incentives for our vehicle portfolio in the U.S. have continued to decrease since we began operations in mid-2009. Furthermore, certain of our products have earned key industry press accolades, including: Motor Trends 2013 Truck of the Year; 20102012 Wards Auto 10 Best Engines; Consumers Digest Best Buy; Truck of Texas; IIHS Top Safety Pick; 4x4 of the Year; J.D. Power 2013 U.S. Initial Quality Study SM (IQS) Highest Ranked Minivan; 2012 Kelley Blue Books kbb.com award for 10 Best Family Cars; and 2013 Kelley Blue Books kbb.com award for 10 Coolest New Cars under $18,000. In addition, we continue to reduce our reliance on fleet sales, which historically have been less profitable for us than sales to retail customers. Our fleet sales as a percentage of total U.S. vehicle sales fell from 36 percent in 2010 to 26 percent in 2012 and to 25 percent in the first half of 2013. Furthermore, as we continue to enhance our product lineup, we are targeting to shift our fleet sales from the long-term daily rental market, which represented approximately 81 percent and 76 percent for 2010 and 2012, respectively, to more profitable fleet channels. As part of our transformation and the Fiat-Chrysler Alliance, we began to implement World Class Manufacturing, or WCM, principles to improve worker efficiency, productivity, safety and vehicle quality. WCM is an integrated model for the complete organization of a factory, from environmental management and occupational safety to maintenance and logistics, with particular focus on eliminating waste from all processes. We invested approximately $590 million in our manufacturing plants since we began operations in 2009 to improve the infrastructure, efficiency and quality of our production systems. This investment, which was incremental to the investments we made for our new model launches, is part of our continued effort to apply WCM principles to our manufacturing operations. Our significant quality improvement has resulted in a reduction in the number of reported problems for our Chrysler, Jeep, Dodge and Ram brand vehicles from 2009 to 2012. In addition, due to increased reliability, our warranty claim rate, as measured by conditions per 1,000 vehicles, has fallen by over 21 percent since we began operations in mid-2009 to May 2013. Our continuing commitment to vehicle quality is essential in order to keep pace with consumer demands for improved vehicle quality. See Risk Factors Risks Related to our Business We depend on the Fiat-Chrysler Alliance to provide new vehicle platforms and powertrain technologies, additional scale, global distribution and management resources that are critical to our viability and success and Meeting our objective of increasing our vehicle sales outside North America is largely dependent upon access to Fiats network of distribution arrangements, manufacturing capacity and local alliance partners for a discussion of critical risks related to the Fiat-Chrysler Alliance.

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Our Competitive Strengths Our New and Refreshed Product Lineup As part of our transformation, we have extensively renewed our product lineup with the introduction of over 25 new or significantly refreshed vehicles since we began operations in mid-2009. Our new and refreshed product lineup reflects a renewed commitment to designing and building a compelling portfolio of vehicles in response to consumer demands for improved styling, driving experience, reliability, safety and fuel efficiency. We have increased our annual net research and development expenditures by over 50 percent to $2.3 billion in 2012 as compared to 2010, as part of our efforts to significantly revitalize our product lineup. However, we believe these total expenditures would have been significantly higher, with less assurance of success, had we not had access to Fiat technology and engaged in joint development activities. Our product lineup demonstrates tangible improvements in quality which have helped drive increased sales. Driven by this improved product lineup, through August 31, 2013 we experienced 41 consecutive months of year-over-year U.S. sales gains. We also recorded the second highest retail share gain in the U.S. automotive market for the first half of 2013, exceeding the growth in U.S. automotive industry volumes. Our Jeep lineup continues to deliver strong sales results with its refreshed products and renewed brand equity. In 2012, Jeep set an all-time global sales record for the brand with total sales in excess of 700 thousand vehicles, representing a 19 percent increase over 2011. Our refreshed models of the Jeep Grand Cherokee (the most awarded SUV ever), Dodge Durango and Ram 1500, all use an 8-speed transmission, which is a segment exclusive for trucks. The 8-speed transmission, which is also used in the Chrysler 300 and the Dodge Charger, provides enhanced vehicle performance together with a smoother ride and a more than 10 percent improvement in fuel economy over most of its 5- and 6-speed predecessors. Also, the 2013 Ram 1500 is the first full-size pick-up to achieve a U.S. Environmental Protection Agency, or EPA, rated fuel economy of 25 miles per gallon on the highway. We are also enhancing our customers driving experience with our advanced powertrain technologies which improve fuel efficiency and performance. Our product portfolio is designed to meet increasingly stringent regulatory standards for fuel economy and emissions. The fuel economy of our entire fleet has increased by six percent from 2009 to 2012, with our passenger cars, on average, increasing nearly 11 percent in the same time period. For example, the all-new 2014 Jeep Cherokee, which started production in June 2013 and we expect to be available in dealerships in September 2013, contains the first application of the 3.2L downsized Pentastar V6, the first 9-speed transmission in the segment and the first full four wheel drive disconnect in the industry for front wheel drive based platforms. This four wheel drive disconnect feature allows the vehicle to automatically switch to the more fuel-efficient front wheel drive mode. As a result, the all-new 2014 Jeep Cherokee provides an over 30 percent improvement in fuel economy over the Jeep Liberty, which it replaced. In addition, we intend to launch diesel versions of the Jeep Grand Cherokee in North America in late 2013 and Ram 1500 in North America in the first quarter of 2014. Benefits from Established Fiat-Chrysler Alliance The Fiat-Chrysler Alliance has been fundamental to our positive transformation, delivering a number of immediate and ongoing benefits while facilitating incremental efficiencies that position us for substantially greater long-term profitability. Our management structure leverages the expertise of Fiat and Chrysler Group personnel, which we believe provides us with a highly-qualified management team that has fostered collaboration between the two companies and enabled the continued exchange of best practices and strengths. Together with Fiat, we jointly develop certain new products and vehicle platforms, and we increasingly utilize common vehicle platforms, technologies and components to reduce the substantial costs associated with independent design and procurement. The convergence of our vehicle platforms with Fiat will enable us to optimize production capacity and manufacturing flexibility by allowing us to produce vehicles in various locations throughout the world. Additionally, it shortens the time-to-market and improves quality and reliability by using existing and/or commonly validated technology. Furthermore, Fiats leading capabilities in small cars

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complement our historic strength in large cars, SUVs and light-duty trucks, which have enabled us to broaden our product portfolio more rapidly and at a much lower total investment. We believe our joint engineering and development cooperation has resulted in cost savings for us and we expect more savings to be generated in the future from ever increasing integration and higher vehicle sales volumes. Working with Fiat, we are also realizing substantial joint procurement savings opportunities by capitalizing on approximately $96 billion in combined annual purchasing power in 2012. Furthermore, in 2012, we had approximately 55 percent of our suppliers in common with Fiat based on annual spend, which we believe enables us to seek more competitive bids for new supply contracts, drive common solutions and achieve lower total cost. We believe that we generated meaningful cost savings from the combined supply base in 2012, and expect this to continue in the future. Significant Improvement in Operating Performance Our progress in implementing our business plan delivered significantly improved operating and financial performance in line with the targets we set for ourselves and announced on November 4, 2009. Our Modified Operating Profit for the twelve months ended June 30, 2013 was approximately $2.6 billion, representing a margin of 4.0 percent, an improvement of 220 basis points from 2010. See Summary Selected Historical Consolidated Financial and Other Data for a reconciliation of Net Income to Modified Operating Profit and Managements Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures for a description and the calculation of Modified Operating Profit. This improvement is primarily due to our enhanced product portfolio, which has driven increased sales volumes and average retail transaction prices. As a result of implementing WCM, our manufacturing operations have achieved a 19 percent increase in first time vehicle assembly quality from the third quarter of 2009 to the second quarter of 2013. Furthermore, we continue to benefit from the more flexible workforce cost structure achieved in cooperation with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, or the UAW, and the National Automobile, Aerospace, Transportation and General Workers Union of Canada, or the CAW (which merged with the Communications, Energy and Paperworkers Union in September 2013 to form a new union called Unifor), which allows us to be more competitive with transplant automotive manufacturers. We believe the enhancements to our product portfolio improve our competitive position and provide us an opportunity to strategically price our products in order to increase market share, while at the same time improving operating margins and reducing risk during periods of declining vehicle sales. Well Positioned to Capitalize on Attractive U.S. Industry Fundamentals The U.S. automotive market is in the midst of what many industry analysts expect to be a period of sustained recovery following industry sales reaching their low in 2009. Both macroeconomic factors, such as growth in per capita disposable income and improved consumer confidence, and automotive-specific factors, such as an increasing age of the vehicle population, the increased availability of affordably priced financing and higher used vehicle prices, have contributed to the recovery. With vehicle sales in North America accounting for approximately 90 percent of our vehicle sales for the first half of 2013 and full year 2012, we expect to benefit from the anticipated continued growth of the U.S. automotive market. We believe our strong position in pick-up trucks, which represented approximately 17 percent of our U.S. vehicle sales in 2012 and 18 percent of our U.S. vehicle sales in the first half of 2013, will continue to drive incremental growth. The refreshed Ram product lineup has increased market share and sales each year since 2010, and we expect to capture additional growth as the U.S. housing market improves, which tends to drive demand for trucks. Further, Jeep is a globally recognized brand focused on the SUV market. In each of 2010, 2011 and 2012, sales of Jeep vehicles have grown at rates higher than the industry averages in many markets throughout the world where Jeep vehicles are sold. We expect this brand to continue to grow with the introduction of the all-new

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2014 Jeep Cherokee as well as a B-segment SUV to be launched in 2014. The Dodge and Chrysler brands return to the compact and mid-size sedan segments, respectively, with competitive products also represents an opportunity for us to drive future growth while continuing to occupy a strong position in the minivan segment. Revitalized, Profitable and Consolidated Dealership Network We maintain a strong network of dealers throughout North America and in select markets internationally. As part of the 363 Transaction, we optimized our U.S. distribution network by reducing the number of Chrysler, Jeep, Dodge and Ram dealers in our U.S. dealer network by approximately 28 percent. These reductions have enabled our U.S. dealer network to deliver a superior customer experience at increased volumes through enhanced customer service and updated stores. Since we began operations in mid-2009, our U.S. Chrysler, Jeep, Dodge and Ram dealers have invested or committed to invest over $650 million as of June 30, 2013 in new and renovated facilities to revitalize their image and improve the customer experience. As of June 30, 2013, approximately 88 percent of our U.S. dealers reported to us that they were profitable. This represents a substantial increase from 2009 when only 70 percent were profitable. Together with the much improved product offerings, we believe this increase in profitability is in part due to the optimization of our dealer networks and consolidation of our Chrysler, Jeep, Dodge and Ram brands under one roof, which 91 percent of our U.S. Chrysler, Jeep, Dodge and Ram dealers had done as of June 30, 2013. The benefits of consolidation for our dealers include increased profit potential and franchise value and improved owner/operator investment returns. At the same time, we achieve higher throughput, enhanced profits and the marketing benefits of more attractive dealer showrooms. Strategically Important Aftermarket Parts, Service and Customer Care Under the Mopar brand name, we sell a comprehensive line of aftermarket parts and provide service and customer care, which we believe enhances customer loyalty. We believe that our customers future vehicle buying decisions and brand loyalty are significantly influenced by their experience with post-sale service, replacement parts and accessories. Together with Fiat, we continue to employ Mopars capabilities on a global basis to ensure the coordinated development and sale of common parts, diagnostic equipment and service tools. There are currently over 70 million Chrysler Group and Fiat vehicles on the road worldwide. Mopar currently oversees 50 parts distribution centers supporting both Chrysler Group and Fiat operations, including an extensive footprint of 20 parts distribution centers in North America. We believe there is strong demand for our Mopar parts and service contracts with over 13 million Chrysler, Jeep, Dodge, Ram and Fiat vehicles under nine years old currently being operated in the U.S. We are also currently in the process of expanding our sale of Mopar service contracts throughout the world. Strong Leadership Team and Reinvigorated Corporate Culture Our core management team was formed by drawing experienced leaders from both Chrysler and Fiat. We are led by Sergio Marchionne, who serves as our Chairman and Chief Executive Officer and Fiats CEO. Mr. Marchionne joined Fiats board of directors in 2003, became CEO of Fiat in 2004 and CEO of Fiat Group Automobiles S.p.A. in 2005, spearheading Fiats return to profitability in the first year of his leadership. During his time at Fiat, Mr. Marchionne has led a number of successful new product launches, overseeing a leadership team that has improved vehicle quality, reduced the reliance on sales incentives and improved manufacturing efficiency. Since we began operations in mid-2009, and under the leadership of Mr. Marchionne, we have transformed our corporate culture, meaningfully enhanced the speed of decision-making and improved our customer focus. In addition, we have implemented numerous management process improvements that have facilitated greater collaboration both within Chrysler Group, as well as with Fiat and our dealers and suppliers. Our Chief Executive Officer, along with our Chief Financial Officer and certain of our brand and industrial group heads, serve on the Fiat executive management committee (the Group Executive Council, or GEC) formed to oversee and enhance the operational integration of all Fiat interests, including Chrysler Group. Drawing leaders

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from both Chrysler Group and Fiat, the GEC has helped both parties to maximize the benefits of the Fiat-Chrysler Alliance. Nonetheless, we continue to independently govern our business decisions to enhance our value. Our Strategy Broaden Our Product Portfolio We intend to continue to broaden our product portfolio to better address consumer demands in segments in which we are currently underrepresented, such as small and compact vehicles and mid-size commercial vans. We plan to launch compelling products that reflect our focus on improved styling, driving experience, quality, reliability, safety and fuel economy. We expect our sales of smaller vehicles with smaller engines, particularly 4-cylinder engines, to substantially increase and sales of vehicles with larger displacement engines as a portion of our total sales to start to decline over time. Our strategy aims to meet consumer needs as well as to comply with increasingly stringent fuel economy regulations. With the Dodge Dart we re-entered the compact sedan segment, adding a Fiat-designed powertrain and delivering an EPA-rated fuel economy of up to 41 highway miles per gallon. Further, we are investing heavily in alternative fuel powertrains to ensure we have a complete product lineup to satisfy consumer and regulatory demands. As part of the Fiat-Chrysler Alliance, we have exclusive distribution rights for Alfa Romeo brand vehicles and service parts in North America. In 2011, we began distributing Alfa Romeo vehicles and service parts in Mexico, and we expect to sell Alfa Romeo vehicles in the U.S. and Canada, which will represent our entry into the premium vehicle market. Continue to Improve Our Product Quality While our total quality metrics have improved since we began operations, we are committed to continually improving quality. We have invested over $100 million in new quality tools since we began operations in mid-2009. Due to improved reliability, our warranty claim rate, as measured by conditions per 1,000 vehicles, has fallen by over 21 percent since we began operations in mid-2009 to May 2013. We plan to increase the volume of vehicles from common global architectures to more than 44 percent of our total volumes in 2016, which will enable us to concentrate our product portfolio on a base of strong and validated existing technology, which we believe will further reduce warranty claims and drive improvements in quality metrics. Our WCM initiatives will remain an important part of quality improvement, as WCM initiatives allow us to detect and repair defects more easily. We currently have four manufacturing facilities that have achieved Bronze-level WCM certification and anticipate as many as 20 manufacturing facilities reaching that level or higher in 2015. Our customer surveys indicate that these improvements have already increased Chrysler Group vehicle owners satisfaction with our products and their willingness to recommend our brands to their friends and families. In addition, many of our vehicles have ranked near the top of third-party surveys of consumer satisfaction. We are committed to continuing to invest in a portfolio of technologies and processes to further enhance the quality of our products. Further Develop Our Differentiated Brands In mid-2009, we began a multi-year campaign to strengthen and differentiate our Chrysler, Jeep and Dodge brands, to develop Ram as a separate brand, to utilize SRT as a performance vehicle designation and to reintroduce the Fiat brand in the U.S. and Canadian markets. Additionally, we expect to sell Alfa Romeo brand vehicles in the U.S. and Canada to offer a premium branded product. We will seek to differentiate our brands by continuing to refine unique brand attributes, developing differentiated products at appropriate price points that reflect those attributes and investing in targeted marketing efforts to communicate those attributes to consumers. This strategy is already improving our financial performance through increased sales and decreased dependence on sales incentives.

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By more clearly differentiating our brands and designing vehicles with a sharp focus on a particular brands identity, we believe we will more effectively penetrate each brands target markets while limiting harmful competition in the marketplace among our brands and products. We are also implementing a strategy to refine the position of each brand and to expand our overall footprint so that our vehicles will appeal to a broader range of consumer segments and better resonate with our target consumer groups. Enhance Our Product Technology In order to achieve future regulatory emissions, fuel economy and safety requirements and satisfy consumer demand for driving performance, enhanced technologies and connectivity, we will continue to invest in new and differentiated technology. Our technology strategy is a key element in our ability to increase average retail transaction prices and enhance our overall profitability. As we increase the value proposition of our products through enhanced styling and the appropriate level of content and technology sought by consumers, we expect our average selling prices and margins will continue to increase. We are focused on delivering improved fuel efficiency and reduced emissions through smaller and optimized engines. Our engine mix is intentionally moving toward smaller, 4-cylinder engines. In 2012, 26 percent of our vehicles incorporated a 4-cylinder engine, as compared to 19 percent in 2010. For the Fiat 500, we manufacture the 1.4L 4-cylinder Fiat Fully Integrated Robotised Engine, or FIRE engine, which added a fuel-efficient small engine to our portfolio. We continue to invest in improving the rest of our engine lineup, including our highly awarded Pentastar V-6 engine, which features a lightweight aluminum block with variable valve timing that improves fuel efficiency over its pre-2010 predecessor engines. We are also investing in alternative fuel powertrains to ensure we are able to provide a broad range of vehicles that are fuel efficient with low emissions and operating costs. In late 2013, we plan to introduce a Jeep Grand Cherokee powered by a diesel engine in North America. We also intend to introduce a diesel engine in North America in a Ram 1500 in the first quarter of 2014. We expect that both applications will deliver best-in-class highway fuel economy and driving range with the lowest carbon dioxide emissions in the respective segments. We are producing vehicles that utilize compressed natural gas and are exploring use of other alternative fuel sources. Ram is the only brand in North America to offer a factory-built pick-up truck powered by compressed natural gas. We are developing technologies to improve the fuel economy and driving performance of our vehicles through the use of advanced transmissions and axles. We are the first domestic automaker to offer 8- and 9-speed transmissions in the full-size sedan, SUV and truck segments. The 8-speed transmission reduces fuel consumption by up to 12 percent over most of our current 5- and 6-speed transmissions. The 8-speed transmission was introduced in 2011 in the Chrysler 300 and Dodge Charger and in 2013 in the Jeep Grand Cherokee, Dodge Durango and Ram 1500, and we ultimately plan to use the 8-speed transmission in all of our rear-wheel drive vehicles except the heavy-duty version of the Ram truck and the all-new SRT Viper. The 9-speed front-wheel drive transmission was introduced in 2013 in the all-new 2014 Jeep Cherokee, which started production in June 2013 and we expect to be available in dealerships in September 2013, and we plan to use the transmission in other future vehicles. To fulfill consumer demand for increasingly advanced integrated consumer technology and connectivity in our vehicles, we are investing in new product offerings. Our most recent introduction is our third generation flexible Uconnect system, known as Uconnect Access, which provides our customers access to traditional broadcast media, digital radio, satellite broadcasts, personal content and rear seat entertainment, navigation services, traffic and travel data and hands-free communications. The system builds upon our second generation product that was awarded the Edmunds.com Breakthrough Technology Award for 2012 for its use in the Dodge Charger. Uconnect Access is being incorporated into the new Ram 1500, the all-new SRT Viper and the new Jeep Grand Cherokee and is designed to be leveraged across our entire vehicle lineup and easily upgraded in the future. This platform can be personalized to serve the needs of consumers with varying degrees of technical needs and can be loaded with Chrysler Group-certified applications similar to those on smartphones and tablets. We were the first

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in the industry to migrate the content of owners manuals onto smartphone apps, which improved electronic information accessibility for customers and reduced environmental impact by reducing paper printing. We also incorporated the first cloud-based voice texting services offered by a domestic automaker. Uconnect Access received the first ever Technology of the Year award from AOL Autos. Continue to Leverage the Fiat-Chrysler Alliance to Improve our Operating Efficiency The Fiat-Chrysler Alliance provides us with a number of short and long-term benefits, including access to new vehicle platforms and powertrain technologies, particularly in smaller, more fuel-efficient segments where we have historically been underrepresented. For instance, we have focused our efforts on entering the mini and small vehicle market, or A- and B-segments, with the launch of the Fiat 500 and the all-new Fiat 500L. In addition, we continue to be focused on the commercial vehicle consumer and in the third quarter of 2013, we launched production of the all-new Ram ProMaster, our all-new full-size commercial van. The all-new Ram ProMaster will put us into the expanding, purpose-built, full-size van segment with best-in-class fuel economy, cargo capacity and payload. Coming from a strong background of commercial vehicles produced by Fiat Professional, the all-new Ram ProMaster is based on the Fiat Professional Ducato light commercial vehicle, which has been in production for over 30 years. Increased use of common vehicle platforms, systems and components, along with further manufacturing, procurement, tooling and engineering operational integrations, are expected to continue to deliver substantial cost reductions. By sharing platforms, we and Fiat not only save on development costs (which may be as much as $300 million for a new platform), but we will also be able to provide contract manufacturing services to one another more easily, potentially further improving manufacturing capacity utilization rates and enabling us to reduce capital investments in new manufacturing capacity. We intend to use the CUSW and the Small Wide platforms, each co-developed with Fiat, on almost all of our future B-, C- and D-segment (small, compact and mid-size) vehicles. We plan to reduce the total number of passenger car and SUV vehicle platforms from 11 in 2010 to nine by the end of 2014, three of which we will share with Fiat, while increasing the number of vehicle segments addressed with these platforms from four to six, which we expect will result in significant growth in our average models per architecture and the aggregate volume per architecture. We also plan to continue leveraging our combined purchasing power with Fiat to yield preferred pricing and supply terms, as well as gain access to the latest technology and innovations. Expand our Sales in Markets Outside North America We will continue to partner with Fiat to efficiently distribute our products internationally where Fiat has a stronger presence than us or has existing relationships with dealers and distributors. Leveraging Fiats distribution network reduces the investment and time required if we were to develop the opportunities on our own. In certain markets outside North America, Fiat will distribute vehicles, either under our brands or rebadged under Fiat brands. We are also exploring opportunities for the expansion of the sale of our vehicles and service parts in key emerging markets, such as China, Brazil and India. Our longer-term strategy includes further leveraging off of Fiats distribution and manufacturing capacity in these markets to establish or expand local manufacturing and further expand distribution activities in these markets; however, our ability to do so depends on Fiats willingness to make such assets and resources available to us. See Risk Factors Risk Related to our Business Meeting our objective of increasing our vehicle sales outside North America is largely dependent upon access to Fiats network of distribution arrangements, manufacturing capacity and local alliance partners. Drive Additional Growth with the Support of SCUSA In February 2013, we entered into a private-label financing agreement with Santander Consumer USA. Inc., or SCUSA, an affiliate of Banco Santander, or the SCUSA Agreement. The new financing arrangement launched on May 1, 2013. Under the arrangement, SCUSA provides a wide range of wholesale and retail financing services to our dealers and retail customers, under the Chrysler Capital brand name. We believe that this strategy provides

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enhanced access to all levels of financing for our dealers and retail customers. We believe SCUSA provides access to competitive financing alternatives with limited capital exposure by delivering seamless dealer and customer financing capabilities, based on low cost funding, without the substantial capital commitments that would be required for us to establish our own captive finance company. Furthermore, SCUSA manages the credit risks and bears the risk of loss on loans contemplated by the SCUSA Agreement. The parties share in any residual gains and losses in respect of consumer leases, subject to specific provisions in the SCUSA Agreement, including limitations on our participation in gains and losses. SCUSA has committed to certain revenue sharing arrangements, as well as to consider future revenue sharing opportunities. Our Industry Designing, engineering, manufacturing and selling vehicles requires significant investments in product design, engineering, research and development, technology, tooling, machinery and equipment, facilities and marketing in order to meet both consumer preferences and regulatory requirements. Automotive original equipment manufacturers, or OEMs, are able to benefit from economies of scale by leveraging their investments and activities on a global basis across brands and models. The automotive industry is also historically highly cyclical, and like most industries, is impacted by changes in the general economic environment. Automotive OEMs that have a diversified revenue base across regions and products, in addition to having access to capital, tend to be better positioned to withstand industry downturns and to benefit from industry growth. Recovering from the global recession, the U.S. automotive industry has shown steady improvement after facing a sharp decline in demand in 2008 and 2009. The U.S. seasonally adjusted annualized selling rate, or SAAR, including medium- and heavy-duty vehicles increased from 10.6 million in 2009 to 14.8 million in 2012, a growth of approximately 39 percent. Both macroeconomic factors, such as growth in per capita disposable income and improved consumer confidence, and automotive specific factors, such as an increasing age of vehicles in operation, improved consumer access to affordably priced financing and higher prices of used vehicles, contributed to the strong recovery. Despite the recent improvement, the 2012 U.S. industry sales volume of 14.8 million of light-, medium- and heavy-duty vehicles is still well below the pre-financial crisis level of 17.0 million vehicles, which represents the average annual sales volume from 2003 to 2007. As of August 2013, the year-to-date SAAR, including medium- and heavy-duty vehicles, was 15.9 million vehicles, representing growth of over seven percent from full year 2012 SAAR. In addition, the truck segment continues to grow at a comparable rate. In 2012, the U.S. large pick-up segment grew nine percent, while our market share grew 19 percent in this segment. With approximately 17 percent of our U.S. vehicle sales in 2012 in the pick-up segment, we are particularly impacted by the growth rate for these vehicles. While demand for pick-up trucks is driven by factors similar to passenger cars, such as used vehicle prices, access to affordably priced financing and the general health of the broader economy, we expect growth for pick-up trucks to be strong as it is also influenced by additional factors such as the recovering U.S. housing market and construction sector. Factors including reduced existing home inventories, slowing rate of foreclosures and increased consumer confidence should continue to drive the improvement of residential construction. Why We Are Registering Equity Securities On January 7, 2013, we received a registration demand from the UAW Retiree Medical Benefits Trust, or the VEBA Trust, pursuant to the terms of the shareholders agreement, dated as of June 10, 2009, by and among FNA LLC, the VEBA Trust, the VEBA holding companies identified therein and Chrysler Group LLC. Accordingly, we are undergoing the Company Conversion described below and registering our equity securities to comply with our obligations under such shareholders agreement and Chrysler Group LLCs governance documents.

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Risk Factors Investing in our common stock involves substantial risks. We face risks in operating our business, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and operating results. Before you invest in our common stock, you should carefully consider all of the information in this prospectus, including matters set forth in the section entitled Risk Factors beginning on page 24. Our Structure and Company Conversion The diagram below depicts our organizational structure immediately after the consummation of the Company Conversion and this offering: Chrysler Group LLC was formed on April 28, 2009, as a Delaware limited liability company. Prior to the Company Conversion described below, the equity interests in us consisted of our Class A Membership Interests held indirectly by Fiat through its subsidiaries and by the VEBA Trust through thirteen holding companies. Fiat North America LLC was formed on May 14, 2009 as a Delaware limited liability company and 100 percent owned indirect subsidiary of Fiat to hold Fiats ownership interest in Chrysler Group LLC. In connection with the closing of the 363 Transaction, Fiat contributed Fiat IP to FNA LLC that were contributed and licensed to Chrysler Group for its use in exchange for a 20.0 percent ownership interest in Chrysler Group. As of the date of this prospectus, Fiat held a 58.5 percent ownership interest in Chrysler Group and the VEBA Trust held the remaining 41.5 percent. See Managements Discussion and Analysis of Financial Condition and Results of Operations Ownership Interest in Chrysler Group. Immediately prior to the effectiveness of the registration statement of which this prospectus is a part, we will complete a series of transactions, which we refer to as the Company Conversion, pursuant to which we will convert Chrysler Group LLC from a Delaware limited liability company into a Delaware corporation and undergo certain related transactions. Upon consummation of the Company Conversion and this offering, Fiat, the VEBA Trust and our public stockholders will each own approximately percent, percent and percent of our common stock, respectively (assuming that the underwriters do not exercise their option to purchase additional shares). See Our Structure and Company Conversion for a description of the Company Conversion. Our Principal Stockholders and the Selling Stockholder Following this offering, Fiat will own approximately percent of our outstanding common stock. As a result, Fiat will remain our controlling stockholder and will continue to be able to control our business policies and affairs. See Risk Factors Risks Related to this Offering and Ownership of Our Common Stock.

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The selling stockholder is the VEBA Trust. Following this offering, the VEBA Trust will own approximately percent of our outstanding common stock (assuming that the underwriters do not exercise their option to purchase additional shares). We refer to the VEBA Trust as the selling stockholder. Our Company Information Our principal executive office is located at 1000 Chrysler Drive, Auburn Hills, Michigan 48326. Our phone number at this address is (248) 512-2950, and our corporate website is http:// . We do not incorporate information available on, or accessible through, our corporate website into this prospectus or the registration statement of which it forms a part.

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THE OFFERING Common stock outstanding immediately prior to this offering shares of common stock (resulting solely from the effects of the Company Conversion). See Our Structure and Company Conversion. Common stock offered by the selling stockholder shares of common stock. Common stock to be outstanding immediately after this offering shares of common stock. Option to purchase additional shares The underwriters have an option for a period of 30 days to purchase up to additional shares of our common stock from the selling stockholder. Voting rights Each share of our common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. See Description of Capital Stock Common Stock. Use of proceeds The selling stockholder will receive all of the net proceeds from this offering, and we will not receive any proceeds from the sale of shares in this offering. See Use of Proceeds. Dividend policy We do not intend to pay any dividends in the foreseeable future, but our board of directors, or the Board, retains the discretion to declare and pay all future dividends, if any. In determining the amount of any future dividends, the Board will take into account any legal or contractual limitations, our actual and anticipated future earnings, cash flow, debt service and capital requirements. See Dividend Policy and Dividends. Listing We intend to apply to list our common stock on the . Proposed Ticker Symbol  . Risk Factors The Risk Factors section included in this prospectus contains a discussion of factors that you should carefully consider before deciding to invest in shares of our common stock. Lock-up Period We and our officers, directors and certain of our stockholders (other than our public stockholders) will agree with the underwriters not to dispose of or hedge any shares of our common stock, or securities convertible into or exchangeable for our common stock, subject to certain exceptions, for the -day period following the date of this prospectus, without the prior consent of J.P. Morgan Securities LLC and . J.P. Morgan Securities LLC and may, in their sole discretion and without notice, release all or any portion of the shares of our common stock from the restrictions in any of the lock-up agreements described above at any time. See Underwriting.

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Unless otherwise indicated, all information in this prospectus:  assumes no exercise of the underwriters option to purchase additional shares;  assumes that the shares of common stock to be sold in this offering are sold at $ per share, which is the midpoint of the range set forth on the cover of this prospectus;  does not give effect to shares of common stock reserved for issuance under the Chrysler Group LLC Restricted Stock Unit Plan, Amended and Restated Chrysler Group LLC Directors Restricted Stock Unit Plan and Chrysler Group LLCs 2012 Long Term Incentive Plan; and  gives effect to the Company Conversion as described under Our Structure and Company Conversion.

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SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA The following sets forth selected financial data of FNA (Successor), Chrysler Group (Predecessor A) and Old Carco (Predecessor B). The selected financial data has been derived from:  FNAs accompanying condensed consolidated financial statements as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 (Successor);  FNAs accompanying audited consolidated financial statements as of December 31, 2012 and 2011 and for the year ended December 31, 2012 and the period from May 25, 2011 to December 31, 2011 (Successor); and for the period from January 1, 2011 to May 24, 2011 and the year ended December 31, 2010 (Predecessor A);  Chrysler Groups audited consolidated financial statements as of December 31, 2009 and for the period from June 10, 2009 to December 31, 2009 (Predecessor A), which are not included in this prospectus; and  Old Carcos audited consolidated financial statements as of June 9, 2009 and December 31, 2008 and for the period from January 1, 2009 to June 9, 2009 and the year ended December 31, 2008 (Predecessor B), which are not included in this prospectus. The accompanying condensed consolidated financial statements as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 (Successor) have been prepared on the same basis as FNAs accompanying audited consolidated financial statements and include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated financial statements. Interim results are not necessarily indicative of results that may be expected for a full year or any future interim period. Fiat North America LLC was formed on May 14, 2009 and through a series of transactions and events, became the primary beneficiary of Chrysler Group LLC, which is a VIE, on May 25, 2011. As a result, a new basis of accounting was created. As FNA LLC succeeded to substantially all of the business of Chrysler Group, and FNA LLCs own operations before the succession were insignificant relative to Chrysler Groups operations, Chrysler Group represents Predecessor A to FNA for accounting and financial reporting purposes. Chrysler Group LLC was formed on April 28, 2009. On June 10, 2009, Chrysler Group purchased the principal operating assets and assumed certain liabilities of Old Carco and its principal domestic subsidiaries, in addition to acquiring the equity of Old Carcos principal foreign subsidiaries, in the 363 Transaction approved by the bankruptcy court. Old Carco represents Predecessor B to FNA for accounting and financial reporting purposes. For financial reporting purposes, FNA is referred to as the Successor prior to the consummation of the Company Conversion summarized above and discussed in Our Structure and Company Conversion. Subsequent to the Company Conversion, Chrysler Group Corporation will be the Successor, as it will assume FNAs accounting basis for financial reporting purposes. Chrysler Group is referred to as Predecessor A and Old Carco is referred to as Predecessor B. You should read the following selected historical consolidated financial data together with Our Structure and Company Conversion, Risk Factors, Selected Historical Consolidated Financial and Other Data, Managements Discussion and Analysis of Financial Condition and Results of Operations and the historical consolidated financial statements and the related notes included elsewhere in this prospectus.

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Comparability of Financial Information Comparability of FNA and Chrysler Group Financial Information On May 25, 2011, FNA LLC became the primary beneficiary of Chrysler Group LLC, which is a VIE. The consolidation of Chrysler Group was accounted for as a business combination, achieved in stages, using the acquisition method of accounting. In accordance with the acquisition method, FNA LLC recognized the acquired assets and assumed liabilities at their acquisition date fair values, with certain exceptions as provided in the applicable accounting guidance. These adjustments did not have a material effect on FNAs consolidated results of operations or cash flows subsequent to May 24, 2011. In addition, FNA does not have significant operations, other than those of Chrysler Group and its consolidated subsidiaries, and its accounting policies are the same as Chrysler Groups. Therefore, in addition to separately presenting FNAs financial information for the period from May 25, 2011 to December 31, 2011 and Chrysler Groups financial information for the period from January 1, 2011 to May 24, 2011, we have combined the respective results for 2011 for purposes of presenting the historical financial data for full year 2011. Comparability of Chrysler Group and Old Carco Financial Information In connection with the 363 Transaction, we did not acquire all of the assets or assume all of the liabilities of Old Carco. The assets we acquired and liabilities we assumed from Old Carco were generally recorded at fair value in accordance with business combination accounting guidance, resulting in a change from Old Carcos accounting basis. In addition, certain of our accounting policies differ from those of Old Carco. For these reasons, we do not present any financial information for the period from June 10, 2009 to December 31, 2009 with Old Carcos financial information or for the period from January 1, 2009 to June 9, 2009 on a combined basis. The comparability of revenues was not significantly affected by these items. This presentation is in accordance with the practice of Chrysler Group management. We do not review the results of operations for the Predecessor B period when assessing the performance of our operations. Our business during the Successor and Predecessor A periods compared to the Predecessor B periods has been impacted by the significant changes in capital structure, management, business strategies and product development programs that were implemented subsequent to the 363 Transaction in an effort to realize the benefits of the Fiat-Chrysler Alliance. For further details on our business, refer to Business.

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Successor Three Months Ended

June 30, Six Months Ended

June 30, 2013 2012 2013 2012 (in millions of dollars) Consolidated Statements of Operations Data: Revenues, net $ 17,995 $ 16,803 $ 33,379 $ 33,177 Gross margin 2,683 2,555 4,945 5,140 Selling, administrative and other expenses 1,256 1,224 2,474 2,439 Research and development expenses, net

543 541 1,114 1,126 Restructuring income, net (7) (34) (11) (48) Interest expense 250 262 499 525 Loss on extinguishment of debt (3) 9  9  Net income 576 485 764 966 Net income attributable to noncontrolling interest

252 194 340 407 Net income attributable to controlling interest 324 291 424 559 Successor Six Months Ended

June 30, 2013 2012 (in millions of dollars) Consolidated Statements of Cash Flows Data: Cash flows provided by (used in): Operating activities $ 2,176 $ 4,312 Investing activities (1,647) (1,734) Financing activities (43) 201 Other Financial Information: Depreciation and amortization expense $ 1,372 $ 1,388 Capital expenditures(8) 1,660 1,854 Successor June 30, 2013 June 30, 2012 (in millions of dollars) Consolidated Balance Sheets Data at

Period End: Cash and cash equivalents $ 12,201 $ 12,375 Restricted cash 349 407 Total assets 56,611 53,495 Current maturities of financial liabilities 504 586 Long-term financial liabilities 13,074 13,011 Members interest 5,386 5,687 Successor Three Months Ended

June 30, Six Months Ended

June 30, 2013 2012 2013 2012 (in millions of dollars) Other Information (unaudited): Worldwide factory shipments (in thousands) (9)(12) 660 630 1,234 1,237 Net worldwide factory shipments (in thousands) (10)(12) 636 625 1,208 1,244 Worldwide vehicle sales (in thousands) (11)(12) 643 582 1,206 1,105 U.S. dealer inventory at period end (in thousands) 408 358 U.S. market share (13) 11.4% 11.2% Number of employees at period end (14) 70,386 62,223 Adjusted Net Income (15)(16) $ 585 $ 485 $ 773 $ 966 Modified Operating Profit (15)(16) 804 755 1,236 1,504 Modified EBITDA (15)(16) 1,486 1,427 2,536 2,825 Free Cash Flow (15)(17) 529 2,536

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Successor Combined Successor Predecessor A Predecessor B Twelve

Months

Ended June

30, 2013 Year Ended

December

31, 2012 Total 2011 Period from

May 25,

2011 to

December

31, 2011 Period from

January 1,

2011 to May

24, 2011 Year Ended

December

31, 2010 Period from

June 10,

2009 to

December

31, 2009 Period from

January 1,

2009 to June

9, 2009 Year Ended

December

31, 2008 (in millions of dollars) (in millions of dollars) (in millions of dollars) Consolidated Statements of

Operations Data: Revenues, net $ 66,011 $ 65,809 $ 55,054 $ 32,936 $ 22,118 $ 41,946 $ 17,710 $ 11,082 $ 48,477 Gross margin 10,294 10,489 8,308 4,787 3,521 6,060 1,599 (1,934 ) 1,928 Selling, administrative and other

expenses 5,191 5,156 4,754 2,761 1,993 3,797 4,336 1,599 3,991 Research and development

expenses, net 2,290 2,302 1,664 1,058 606 1,500 626 452 1,525 Restructuring (income) expenses,

net (1) (24 ) (61 ) 3 (5 ) 8 48 34 (230 ) 1,306 Interest expense (2) 1,014 1,040 1,210 628 582 1,276 470 615 1,080 Loss on extinguishment of debt (3)(4) 9  551  551     Impairment of brand name

intangible assets (5)        844 2,857 Impairment of goodwill (6)         7,507 Reorganization expenses, net (7)        843  Net income (loss) 1,603 1,805 (37 ) 264 (301 ) (652 ) (3,785 ) (4,425 ) (16,844 ) Net income attributable to noncontrolling interest 692 759 101 101 Net income (loss) attributable to controlling interest 911 1,046 (138 ) 163 Consolidated Statements of Cash

Flows Data: Cash flows provided by (used in): Operating activities $ 3,648 $ 5,784 $ 4,603 $ 1,984 $ 2,619 $ 4,320 $ 2,335 $ (7,130 ) $ (5,303 ) Investing activities (3,470 ) (3,557 ) 6,120 6,372 (252 ) (1,167 ) 250 (404 ) (3,632 ) Financing activities (238 ) 6 (405 ) 1,270 (1,675 ) (1,526 ) 3,268 7,517 1,058 Other Financial Information: Depreciation and amortization

expense $ 2,702 $ 2,718 $ 2,885 $ 1,625 $ 1,260 $ 3,051 $ 1,587 $ 1,537 $ 4,808 Capital expenditures (8) 3,439 3,633 3,009 2,072 937 2,385 1,088 239 2,765 Consolidated Balance Sheets Data at Period End: Cash and cash equivalents $ 12,201 $ 11,834 $ 9,601 $ 9,601 $ 8,090 $ 7,347 $ 5,862 $ 1,829 $ 1,898 Restricted cash 349 371 461 461 467 671 730 1,133 1,355 Total assets 56,611 53,508 49,858 49,858 36,015 35,449 35,423 33,577 39,336 Current maturities of financial

liabilities 504 614 281 281 207 2,758 1,092 2,694 11,308 Long-term financial liabilities 13,074 12,969 13,087 13,087 12,217 10,973 8,459 1,900 2,599 Members interest (deficit) 5,386 3,574 4,816 4,816 (4,807 ) (4,489 ) (4,230 ) (16,562 ) (15,897 ) Other Information (unaudited): Worldwide factory shipments (in thousands) (9)(12) 2,406 2,409 2,011 1,191 820 1,602 670 381 1,987 Net worldwide factory shipments (in thousands) (10)(12) 2,396 2,432 1,993 1,198 795 1,581 672 459 2,065 Worldwide vehicle sales (in

thousands) (11)(12) 2,295 2,194 1,855 1,140 715 1,516 725 593 2,007 U.S. dealer inventory at period end

(in thousands) 408 427 326 326 311 236 179 246 398 U.S. market share (13) 11.2 % 10.5 % 9.2 % 8.8 % 10.8 % Number of employees at period

end (14) 70,386 65,535 55,687 55,687 53,310 51,623 47,326 48,237 52,191 Adjusted Net Income (Loss) (15)(16) $ 1,612 $ 1,805 $ 514 $ 264 $ 250 $ (652 ) $ (3,785 ) $ (4,425 ) $ (16,844 ) Modified Operating Profit

(Loss) (15)(16) 2,648 2,916 1,687 835 852 763 (895 ) (3,352 ) (2,977 ) Modified EBITDA (15)(16) 5,182 5,471 4,475 2,390 2,085 3,461 538 (2,169 ) 250 Free Cash Flow (15)(17) 177 2,184 10,037 8,266 1,771 1,480 830 (1) Old Carco initiated multi-year recovery and transformation plans aimed at restructuring its business in 2007, which were refined in 2008 and 2009 due to depressed economic conditions and decreased demand for its vehicles. We have continued to execute the remaining actions initiated by Old Carco. For additional information see Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations.

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(2) Interest expense for the period from January 1, 2009 to June 9, 2009 excludes $57 million of contractual interest expense on debt subject to compromise. (3) In connection with the June 2013 amendment and re-pricing of Chrysler Groups credit agreement dated May 24, 2011, which includes the Tranche B Term Loan and revolving credit facility, we recognized a $9 million loss on extinguishment of debt. The charges consisted of the write off of $1 million of unamortized debt issuance costs associated with the original facilities, and $8 million of call premium and other fees associated with the amendment and re-pricing. (4) In connection with the May 2011 repayment of Chrysler Groups outstanding obligations under the U.S. Treasury first lien credit facilities, or U.S. Treasury credit facilities, and the Export Development Canada Credit Facilities, or EDC credit facilities, we recognized a $551 million loss on extinguishment of debt. The charges consisted of the write off of $136 million of unamortized debt discounts and $34 million of unamortized debt issuance costs associated with the U.S. Treasury credit facilities and $367 million of unamortized debt discounts and $14 million of unamortized debt issuance costs associated with the EDC credit facilities. (5) Old Carco recorded indefinite-lived intangible asset impairment charges of $844 million and $2,857 million during the period from January 1, 2009 to June 9, 2009 and the year ended December 31, 2008, respectively, related to its brand names. The impairments were primarily a result of the significant deterioration in Old Carcos revenues, the ongoing volatility in the U.S. economy, in general, and in the automotive industry in particular, and a significant decline in its projected production volumes and revenues considering the market conditions at that time. (6) In 2008, Old Carco recorded a goodwill impairment charge of $7,507 million, primarily as a result of significant declines in its projected financial results considering the deteriorating economic conditions and the weakening U.S. automotive market at that time. (7) In connection with Old Carcos bankruptcy filings, Old Carco recognized $843 million of net losses during the period from January 1, 2009 to June 9, 2009, from the settlement of pre-petition liabilities, provisions for losses resulting from the reorganization and restructuring of the business, as well as professional fees directly related to the process of reorganizing Old Carco and its principal domestic subsidiaries under Chapter 11 of the U.S. Bankruptcy Code. These losses were partially offset by a gain on extinguishment of certain financial liabilities and accrued interest. (8) Capital expenditures represent the purchase of property, plant and equipment and intangible assets. (9) Represents our vehicle sales to dealers, distributors and contract manufacturing consumers. For additional information refer to Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Worldwide Factory Shipments. (10) Represents our vehicle sales to dealers, distributors and contract manufacturing customers adjusted for Guaranteed Depreciation Program vehicle shipments and auctions. For additional information refer to Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Worldwide Factory Shipments. (11) Represents sales of our vehicles, which include vehicles manufactured by Fiat for us, from dealers and distributors to retail customers and fleet customers. Fleet customers include rental car companies, commercial fleet consumers, leasing companies and government entities. Certain fleet sales that are accounted for as operating leases are included in vehicle sales. Beginning January 1, 2013, Chrysler Group vehicle sales in Mexico include Fiat-manufactured Fiat and Alfa Romeo vehicles. Prior to January 1, 2013, these vehicle sales were reported by Fiat. (12) Vehicles manufactured by Chrysler Group for other companies, including for Fiat, are included in our worldwide factory shipments and net worldwide factory shipments, however, they are excluded from our worldwide vehicles sales. (13) U.S. market share as of December 31 for the respective years. 2011 represents the combined annual market share for Successor and Predecessor A. 2009 represents the combined annual market share for Predecessor A and Predecessor B. (14) The number of employees provided for May 24, 2011 and June 9, 2009 are as of May 31, 2011 and June 30, 2009, respectively. (15) Adjusted Net Income (Loss), Modified Operating Profit (Loss), Modified EBITDA and Free Cash Flow (all as defined below) are non-GAAP financial measures. We believe that these non-GAAP financial measures provide useful information about our operating results and enhance the overall ability to assess our financial performance. They provide us with comparable measures of our financial performance based on normalized operational factors which then facilitate managements ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. These and similar measures are widely used in the industry in which we operate. These financial measures may not be comparable to other similarly titled measures of other companies and are not an alternative to net income (loss) or income (loss) from operations as calculated and presented in accordance with U.S. GAAP. These measures should not be used as a substitute for any U.S. GAAP financial measures. (16) Adjusted Net Income (Loss) is defined as net income (loss) excluding the impact of infrequent charges, which includes losses on extinguishment of debt. We use Adjusted Net Income (Loss) as a key indicator of the trends in our overall financial performance, excluding the impact of such infrequent charges. We measure Modified Operating Profit (Loss) to assess the performance of our core operations, establish operational goals and forecasts that are used to allocate resources, and evaluate our performance period over period. Modified Operating Profit (Loss) is computed starting with net income (loss), and then adjusting the amount to (i) add back income tax expense and exclude income tax

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benefits, (ii) add back net interest expense (excluding interest expense related to financing activities associated with the Gold Key Lease vehicle lease portfolio), (iii) add back (exclude) all pension, OPEB and other employee benefit costs (gains) other than service costs, (iv) add back restructuring expense and exclude restructuring income, (v) add back other financial expense, (vi) add back losses and exclude gains due to cumulative change in accounting principles and (vii) add back certain other costs, charges and expenses, which include the charges factored into the calculation of Adjusted Net Income (Loss). We also use performance targets based on Modified Operating Profit (Loss) as a factor in our incentive compensation calculations for our represented and non-represented employees. We measure the performance of our business using Modified EBITDA to eliminate the impact of items that we do not consider indicative of our core operating performance. We compute Modified EBITDA starting with net income (loss) adjusted to Modified Operating Profit (Loss) as described above, and then adding back depreciation and amortization expense (excluding depreciation and amortization expense for vehicles held for lease). We believe that Modified EBITDA is useful to determine the operational profitability of our business, which we use as a basis for making decisions regarding future spending, budgeting, resource allocations and other operational decisions. The reconciliation of net income (loss) to Adjusted Net Income (Loss), Modified Operating Profit (Loss) and Modified EBITDA is set forth below (in millions of dollars): Successor Three Months Ended June 30, Six Months Ended June 30, 2013 2012 2013 2012 Net income $ 576 $ 485 $ 764 $ 966 Plus: Loss on extinguishment of debt (a) 9  9  Adjusted Net Income $ 585 $ 485 $ 773 $ 966 Plus: Income tax expense 65 89 117 154 Net interest expense 241 250 478 503 Net pension, OPEB and other employee benefit costs (gains) other than service costs (89 ) (38 ) (132 ) (76 ) Restructuring income, net (f) (7 ) (34 ) (11 ) (48 ) Other financial expense, net 9 3 11 5 Modified Operating Profit $ 804 $ 755 $ 1,236 $ 1,504 Plus: Depreciation and amortization expense 730 715 1,372 1,388 Less: Depreciation and amortization expense for vehicles held for lease (48 ) (43 ) (72 ) (67 ) Modified EBITDA $ 1,486 $ 1,427 $ 2,536 $ 2,825

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Successor Combined Successor Predecessor A Predecessor B Twelve

Months Ended

June 30, 2013 Year Ended

December

31, 2012 Total 2011 Period from

May 25, 2011

to December

31 2011 Period from

Jan. 1, 2011

to May 24,

2011 Year

Ended

December

31, 2010 Period from

June 10, 2009

to December

31, 2009 Period from

January 1,

2009 to June

9, 2009 Year Ended

December 31,

2008 Net income (loss) $ 1,603 $ 1,805 $ (37) $ 264 $ (301) $ (652) $ (3,785) $ (4,425) $ (16,844) Plus: Loss on extinguishment of debt (a) (b) 9  551  551     Adjusted Net Income (Loss) $ 1,612 $ 1,805 $ 514 $ 264 $ 250 $ (652) $ (3,785) $ (4,425) $ (16,844) Plus: Income tax expense (benefit) 255 292 202 101 101 139 29 (317) 790 Net interest expense (c) 970 995 1,171 608 563 1,228 359 584 796 Net pension, OPEB and other employee benefit costs (gains) other than service costs (186) (130) (214) (138) (76) (52) 136 236 423 Remeasurement loss on VEBA Trust Note and Membership Interests (d)       2,051   Interest expense and accretion on VEBA Trust Note       270   Loss on Canadian HCT Settlement (e)      46    Restructuring (income) expenses, net (f) (24) (61) 3 (5) 8 48 34 (230) 1,306 Other financial expense, net 21 15 11 5 6 6 11 6 82 Impairment of goodwill (g)         7,507 Impairment of brand name intangible assets (h)        844 2,857 Impairment of property, plant and equipment (i)        391  Reorganization expense, net (j)        843  Certain troubled supplier concessions         106 Less: Gain on NSC Settlement (k)        (684)  Gain on Daimler pension contribution (l)        (600)  Modified Operating Profit (Loss) $ 2,648 $ 2,916 $ 1,687 $ 835 $ 852 $ 763 $ (895) $ (3,352) $ (2,977) Plus: Depreciation and amortization expense 2,702 2,718 2,885 1,625 1,260 3,051 1,587 1,537 4,808 Less: Depreciation and amortization expense for vehicles held for lease (168) (163) (97) (70) (27) (353) (154) (354) (1,581) Modified EBITDA $ 5,182 $ 5,471 $ 4,475 $ 2,390 $ 2,085 $ 3,461 $ 538 $ (2,169) $ 250

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(a) In connection with the June 2013 amendment and re-pricing of Chrysler Groups credit agreement dated May 24, 2011, we recognized a $9 million loss on extinguishment of debt. The charges consisted of the write off of $1 million of unamortized debt issuance costs associated with the original facilities, and $8 million of call premium and other fees associated with the amendment and re-pricing. (b) In connection with the May 2011 repayment of Chrysler Groups outstanding obligations under the U.S. Treasury first lien credit facilities, or U.S. Treasury credit facilities, and the Export Development Canada Credit Facilities, or EDC credit facilities, we recognized a $551 million loss on extinguishment of debt. The charges consisted of the write off of $136 million of unamortized discounts and $34 million of unamortized debt issuance costs associated with the U.S. Treasury credit facilities and $367 million of unamortized discounts and $14 million of unamortized debt issuance costs associated with the EDC credit facilities. (c) Interest expense for the period from January 1, 2009 to June 9, 2009 excludes $57 million of contractual interest expense on debt subject to compromise. (d) As a result of the December 31, 2009 remeasurement, the OPEB obligation increased primarily due to a change in discount rate, resulting in a loss. Our policy is to immediately recognize actuarial gains or losses for OPEB plans that are short-term in nature and under which our obligation is capped. Therefore, we immediately recognized a loss of $2,051 million in OPEB net periodic benefit costs due to increases in the fair values of the VEBA Trust Note and Class A Membership Interests issued to the VEBA Trust of $1,540 million and $511 million, respectively, from June 10, 2009 to December 31, 2009. (e) In August 2010, Chrysler Canada entered into a settlement agreement with the CAW to permanently transfer the responsibility for providing postretirement health care benefits for CAW represented employees, retirees and dependents, or the Covered Group, to a new retiree plan. The new retiree plan will be funded by the Health Care Trust, or HCT. During the year ended December 31, 2010, we recognized a $46 million loss as a result of the Canadian HCT Settlement Agreement. (f) During 2008, Old Carco developed a multi-year plan, RTP III Plan, to further restructure its business in order to reduce its cost structure in response to continued deterioration of its business. Charges recorded for the RTP III Plan included costs related to workforce reductions, including a curtailment loss as a result of the salaried and hourly workforce reductions, as well as supplier contract cancellation costs and other costs. Restructuring income, net for the period from January 1, 2009 to June 9, 2009 was primarily due to refinements to existing supplier contract cancellation costs and workforce reduction reserves recorded in connection with Old Carcos RTP I, II and III Plans. (g) In 2008, Old Carco recorded a goodwill impairment charge of $7,507 million, primarily as a result of significant declines in its projected financial results considering the deteriorating economic conditions and the weakening U.S. automotive market at that time. (h) Old Carco recorded indefinite-lived intangible asset impairment charges of $844 million and $2,857 million during the period from January 1, 2009 to June 9, 2009 and the year ended December 31, 2008, respectively, related to its brand names. The impairments were primarily a result of the significant deterioration in Old Carcos revenues, the ongoing volatility in the U.S. economy, in general, and in the automotive industry in particular, and a significant decline in its projected production volumes and revenues considering the market conditions at that time. (i) During the period from January 1, 2009 to June 9, 2009, Old Carco recorded a property, plant and equipment impairment charge of $391 million on the long-lived assets which were not acquired by us. The impairment was primarily the result of the Old Carco bankruptcy cases, continued deterioration of Old Carcos revenues, ongoing volatility in the U.S. economy, in general, and in the automotive industry in particular, as well as taking into consideration the expected proceeds to be received upon liquidation of the assets. (j) In connection with Old Carcos bankruptcy filings, Old Carco recognized $843 million of net losses from the settlement of pre-petition liabilities, provisions for losses resulting from the reorganization and restructuring of the business, as well as professional fees directly related to the process of reorganizing Old Carco and its principal domestic subsidiaries under Chapter 11 of the U.S. Bankruptcy Code. These losses were partially off-set by a gain on extinguishment of certain financial liabilities and accrued interest. On April 30, 2010, Old Carco transferred its remaining assets and liabilities to a liquidating trust and was dissolved in accordance with a plan of liquidation approved by the bankruptcy court. (k) On March 31, 2009, Daimler transferred its ownership of 23 national sales companies, or NSCs, to Chrysler Holding LLC, or Chrysler Holding, which simultaneously transferred the NSCs to Old Carco. Old Carco paid Daimler $99 million in exchange for the settlement of obligations related to the NSCs and other international obligations, resulting in a net gain of $684 million. (l) On June 5, 2009, Old Carco, Chrysler Holding, Cerberus, Daimler and the Pension Benefit Guaranty Corporation entered into a binding agreement settling various matters. Under the agreement, Daimler agreed to make three equal annual cash payments to Old Carco totaling $600 million, which were to be used to fund contributions into Old Carcos U.S. pension plans in 2009, 2010 and 2011. This receivable and certain pension plans were subsequently transferred to us as a result of the 363 Transaction. (17) Free Cash Flow is defined as cash flows from operating and investing activities, excluding any debt related investing activities, adjusted for financing activities related to Gold Key Lease. We are currently winding down the Gold Key Lease program. As of June 2012, all Gold Key Lease financing obligations have been repaid and no additional funding will be required. Free Cash Flow is presented because we believe that it is used by analysts and other parties in evaluating the Company. However, Free Cash Flow does not necessarily represent cash available for discretionary activities, as certain debt obligations and capital lease payments must be funded out of Free Cash Flow. We also use performance targets based on Free Cash Flow as a factor in our incentive compensation calculations for our non-represented employees. Free Cash Flow should not be considered as an alternative to, or substitute for, net change in cash and cash equivalents. We believe it is important to view Free Cash Flow as a complement to our consolidated statements of cash flows.

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The following is a reconciliation of Net Cash Provided by (Used in) Operating and Investing Activities to Free Cash Flow (in millions of dollars): Successor Combined Successor Predecessor A Six Months

Ended

June 30, 2013 Six Months

Ended

June 30,

2012 Twelve Months

Ended

June 30, 2013 Year Ended

December

31, 2012 Total 2011 Period from

May 25, 2011

to December

31, 2011 Period from

January 1,

2011 to May

24, 2011 Year Ended

December

31, 2010 Period from

June 10, 2009

to December

31, 2009 Net Cash Provided by

OperatingActivities $ 2,176 $ 4,312 $ 3,648 $ 5,784 $ 4,603 $ 1,984 $ 2,619 $ 4,320 $ 2,335 Net Cash Provided by

(Used in) Investing Activities(a) (1,647 ) (1,734 ) (3,470 ) (3,557 ) 6,120 6,372 (252 ) (1,167 ) 250 Investing activities

excluded

from Free Cash Flow: Proceeds from USDART (b)     (96 )  (96 )  (500 ) Change in loans and

notes receivables  (1 ) (1 ) (2 ) (6 ) (3 ) (3 ) (36 ) (7 ) Financing activities

included in

Free Cash Flow: Proceeds from Gold

Key Lease financing        266  Repayments of Gold

Key Lease financing  (41 )  (41 ) (584 ) (87 ) (497 ) (1,903 ) (1,248 ) Free Cash Flow $ 529 $ 2,536 $ 177 $ 2,184 $ 10,037 $ 8,266 $ 1,771 $ 1,480 $ 830 (a) Net Cash Provided by (Used in) Investing Activities for the period from May 25, 2011 to December 31, 2011 and for the combined results for 2011 includes $8,090 million of cash acquired in connection with the consolidation of Chrysler Group on May 25, 2011. Refer to Managements Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates Business Combination Accounting, for additional information. (b) U.S. Dealer Automotive Receivables Transition LLC, or USDART.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider each of the risks below, together with all of the other information contained in this prospectus, before deciding to invest in shares of our common stock. If any of the following risks develops into an actual event, our business, financial condition or results of operations could be negatively affected, the market price of your shares could decline and you could lose all or part of your investment.

Risks Related to our Business

We depend on the Fiat-Chrysler Alliance to provide new vehicle platforms and powertrain technologies, additional scale, global distribution and management resources that are critical to our viability and success.

In connection with the transaction approved under section 363 of the U.S. Bankruptcy Code, or the 363 Transaction, we entered into an alliance with Fiat, or the Fiat-Chrysler Alliance, in which Fiat became our principal industrial partner. The Fiat-Chrysler Alliance was a required component to the determination by the United States Department of the Treasury, or U.S. Treasury, that we could be a viable company and would be eligible for government funding as part of the 2009 restructuring of the U.S. automotive industry. The Fiat-Chrysler Alliance is intended to provide us with a number of long-term benefits, including access to new vehicle platforms and powertrain technologies, particularly in smaller, more fuel-efficient segments where we historically did not have a significant presence, as well as procurement benefits, management services and global distribution opportunities. The Fiat-Chrysler Alliance is also intended to facilitate our penetration into many international markets where we believe our products would be attractive to consumers, but where we historically did not have significant penetration or existing dealer and distribution networks.

We believe that our ability to realize the benefits of the Fiat-Chrysler Alliance is critical for us to compete with our larger and better-funded competitors. If we are unable to convert the opportunities presented by the Fiat-Chrysler Alliance into long-term commercial benefits, either by improving sales of our vehicles and service parts, reducing costs or both, and reducing our reliance on North American vehicle sales, our financial condition and results of operations may be materially adversely affected.

Because of our dependence on the Fiat-Chrysler Alliance, any adverse development in the Fiat-Chrysler Alliance could have a material adverse effect on our business prospects, financial condition and results of operations. For instance, the Fiat-Chrysler Alliance may not bring us its intended benefits, or there may be adverse changes in the Fiat-Chrysler Alliance due to disagreements between the parties or changes in circumstances at Fiat or at our Company. Fiat has informed us that it is evaluating the various potential impacts that a public offering and the consequential introduction of public stockholders may have on its views of the Fiat-Chrysler Alliance, and as such, is considering whether or not to continue expanding the Fiat-Chrysler Alliance beyond its existing contractual commitments in accordance with historical practice and as envisioned by the Companys 2010-2014 Business Plan. If Fiat becomes unwilling to work with us beyond the scope of its existing contractual obligations, there may be a material adverse effect on our business prospects, financial condition and results of operations.

The Fiat-Chrysler Alliance exposes us indirectly to risks associated with Fiats own business and financial condition. Although Fiat has executed its own significant industrial restructuring and financial turnaround, it, like us, remains smaller and less well-capitalized than many of its principal competitors in its home market and globally, and Fiat has historically operated with more limited capital than many other global automakers. Moreover, Fiats sales and revenue have been negatively affected by the continuing economic weakness in several European countries, especially in its domestic market, Italy. Like other manufacturers and suppliers in Europe, Fiat has considerable excess manufacturing capacity. As a result, Fiat has significantly revised its business plan, including its planned focus for product development and manufacturing operations. If this revised business plan affects Fiats ability to fulfill its obligations under, or otherwise impairs its dedication to, the Fiat-Chrysler Alliance or otherwise diverts management or operational attention away from our alliance, we may not realize all of the benefits we anticipate from the Fiat-Chrysler Alliance, which would adversely affect our financial condition and results of operations.

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A termination of the Fiat-Chrysler Alliance would likely have a material adverse effect on us. Fiat may terminate the master industrial agreement dated June 10, 2009 and related ancillary agreements at any time on 120 days prior written notice. In addition, either we or Fiat may terminate the master industrial agreement and related ancillary agreements if the other party either commits a breach that is material, considering all ancillary agreements taken as a whole, or in the event of certain bankruptcy, liquidation or reorganization proceedings. Although each party would be required to continue to provide certain distribution services and technology rights and other items provided under the agreement for certain transition periods as described below under Certain Relationships and Related Party Transactions Transactions with Fiat under the Fiat-Chrysler Alliance, any such termination would likely cause at least temporary disruptions to our business as well as the loss of significant long-term benefits.

Notwithstanding our close industrial alliance, Fiats significant control over our management, operations and corporate decisions may result in conflicts of interest.

Chrysler Group LLCs governance documents accord, and the stockholders agreement that the Company will enter into with each of Fiat and the UAW Retiree Medical Be