UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|x | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

for the fiscal year ended December 31, 2012

or



| ̈ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

for the transition period from
to .

Commission file number
0-21810





GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Michigan                                                       |  | 95-4318554                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|21680 Haggerty Road, Ste. 101, Northville, MI                  |  | 48167                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (248) 504-0500

Securities registered pursuant to Section 12(b) of the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|Common Stock        |  | The NASDAQ Global Select Stock Market    

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K   ̈

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 Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The aggregate market value of the registrants Common Stock held by non-affiliates of the registrant, computed by reference to the average bid and asked prices of such Common Stock as of the last
business day of the registrants most recently completed second fiscal quarter, June 30, 2012, was $330,154,000. For purposes of this computation, the registrant has excluded the market value of all shares of its Common Stock reported as
being beneficially owned by executive officers and directors and holders of more than 10% of the Common Stock on a fully diluted basis of the registrant; such exclusion shall not, however, be deemed to constitute an admission that any such person is
an affiliate of the registrant.

As of March 15, 2013, there were 33,206,494 issued and outstanding shares of Common Stock of
the registrant.









---

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) amends our Annual Report on Form 10-K for the fiscal year ended
December 31, 2012, that was filed with the Securities and Exchange Commission on March 15, 2013 (the Original Filing). The sole purpose of this Amendment is to correct the dates of the signatures of directors signing the
Original Filing. The Original Filing was signed by the directors of the Company on March 15, 2013; however, the typeset signature page to the Original Filing incorrectly showed the dates of such signatures as March 15, 2012 due to a
typographical error in production. In order to correct the error, the required conforming signatures are included with this Amendment.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A also contains new certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the
certifications have been omitted.

Except as described above, no other changes are made to the Original Filing. The Original
Filing continues to speak as of the date of the Original Filing or the dates specified therein. Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any
way the disclosures contained in the Original Filing.



---

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

The following documents are filed as part of this report:



|               |  |                                                                              
|-------------- |  | -----------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                  
|               | 
|31.1           |  | Certification of Chief Executive Officer Required by Rule 13a-14(a)/15d-14(a)
|               | 
|31.2           |  | Certification of Chief Financial Officer Required by Rule 13a-14(a)/15d-14(a)



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



GENTHERM INCORPORATEDBy:

/S/  DANIEL R.
COKERDaniel R. CokerChief Executive OfficerDate: March 15, 2013


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Each person whose
signature appears below hereby authorizes Daniel R. Coker and Barry G. Steele, or any of them, as attorneys-in-fact to sign on his behalf, individually, and in each capacity stated below, and to file all amendments and/or supplements to this Annual
Report on Form 10-K.



|                                                   |  |                                                                                        |  |               
|-------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | --------------
|Signature                                          |  | Capacity                                                                               |  | Date          
|                                                   |  |                                                                                       
|/S/  DANIEL R. COKER
DANIEL R. COKER               |  | Director, President and Chief Executive Officer (Principal Executive Officer)          |  | March 15, 2013
|                                                   |  |                                                                                       
|/S/  BARRY G. STEELE
BARRY G. STEELE               |  | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  OSCAR B. MARX III
OSCAR B. MARX III           |  | Director, Chairman of the Board                                                        |  | March 15, 2013
|                                                   |  |                                                                                       
|/S/  LEWIS BOOTH
LEWIS BOOTH                       |  | Director                                                                               |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  FRANCOIS J. CASTAING
FRANCOIS J. CASTAING     |  | Director                                                                               |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  SOPHIE DESORMIERE
SOPHIE DESORMIERE           |  | Director                                                                               |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  JOHN M. DEVINE
JOHN M. DEVINE                 |  | Director                                                                               |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  JAMES D. DONLON, III
JAMES D. DONLON, III     |  | Director                                                                               |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  MAURICE E.P. GUNDERSON
MAURICE E.P. GUNDERSON |  | Director                                                                               |  | March 15, 2013
|                                                   |  |                                                                                       
|/s/  CARLOS MAZZORIN
CARLOS MAZZORIN               |  | Director                                                                               |  | March 15, 2013



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



GENTHERM INCORPORATEDBy:

/S/  DANIEL R.
COKERDaniel R. CokerChief Executive OfficerDate: May 3, 2013