General

Amerigon Incorporated ("we," the "Company" or the "registrant") designs, develops and markets products based on our advanced, proprietary, efficient thermoelectric device ("TED") technologies for a wide range of global markets and heating and cooling applications. Our current principal product is our proprietary Climate Control Seat™ ("CCS™" or "CCS") which we sell to automobile and truck original equipment manufacturers or their tier one suppliers. The CCS provides year-round comfort to automotive seat occupants by producing both active heating and cooling. As of June 2009, we have shipped more than 4.7 million units of our CCS product to customers since 2000. Our CCS product is currently offered as an optional feature on 41 automobile models produced by Ford Motor Company, General Motors Corporation, Toyota Motor Corporation, Nissan Motors, Honda Motor Company, Hyundai Corporation and Kia Motors. Tata Motors, Ltd. features CCS on its Jaguar and Land Rover luxury brands which it acquired from Ford Motor Company in 2008.

Since the initial introduction of CCS, we have introduced new designs that incorporated improvements in electrical efficiency, size, weight, and noise and are more versatile. These include our Micro Thermal Module™ ("MTM™" or "MTM") technology and our CCS II configuration. Further improvements in engineering design are currently in development and are expected to be introduced on future vehicle models.

In 2008, we launched a heated and ventilated only variant of the CCS. This product works in a similar fashion to our CCS, only there is no active cooling capability and no TED. In the cooling mode, the vent only system will use the ambient cabin air to provide a degree of cooling comfort to the seat occupant. In the heating mode, the vent only system will be supplemented with more traditional resistive heating elements. This system has a lower price and is targeted to certain lower cost vehicle models and certain geographical markets.

In 2008, we entered into development agreement to develop a suite of heated and cooled bedding products with Sealy Corporation, the largest bedding manufacturer in the world, using Amerigon's advanced TED technology.

Results of Operations

Second Quarter 2009 Compared with Second Quarter 2008

Product Revenues. Product revenues for the three months ended June 30, 2009 ("Second Quarter 2009"), were $10,715,000 compared with product revenues of $16,796,000 for the three months ended June 30, 2008 ("Second Quarter 2008"), a decrease of $6,081,000, or 36%. Lower sales resulting from lower volumes on existing programs were partially offset by higher sales from new model introductions. Unit shipments were 154,000 for the Second Quarter 2009 compared with unit shipments of 253,000 in the Second Quarter 2008, a decrease of 99,000 units or 39%. The lower product revenues and unit volumes on existing programs were due to a significant decline in the overall automotive market. Automotive production and sales volumes, impacted by slowing worldwide economic activity and decreasing availability of consumer credit, were significantly lower during the Second Quarter 2009 as compared to the Second Quarter 2008. In North America, one of our most important markets, the Seasonally Adjusted Annual Rate ("SAAR") for vehicle sales, was 9.6 million, down 32%, from 14.1 million during the Second Quarter 2008. Vehicle production

levels have been reduced even further as OEM's have cut production in order to reduce new vehicle inventory levels. During the Second Quarter 2009, production of light vehicles in North America decreased by 51% to 1.7 million from 3.5 million during the Second Quarter 2008. New vehicles equipped with CCS and launched since the end of the Second Quarter 2008 included the Lincoln MKT, Ford F150 Pickup, Chevrolet Suburban, Chevrolet Tahoe, Chevrolet Avalanche, GMC Yukon, GMC Yukon XL, GMC Yukon Denali, GMC Sierra Pickup, Jaguar XK, Toyota Crown Majesta, and the Infiniti G Convertible. One program, the Nissan Maxima, launched during 2008 had higher revenue in 2009 due to the impact of full quarter shipments.

Cost of Sales. Cost of sales decreased to $8,184,000 in the Second Quarter 2009 from $11,517,000 in the Second Quarter 2008. This decrease of $3,333,000, or 29%, is attributable to lower sales volumes offset partially by a lower gross profit percentage. The gross profit percentage during the Second Quarter 2009 was 24% and was 31% during the Second Quarter 2008. This decrease is primarily attributable to higher raw material costs during the Second Quarter 2009 as compared to the Second Quarter 2008, an unfavorable change in the mix of products sold which favored programs having a lower gross margin percentage during the Second Quarter 2009 compared with the Second Quarter 2008 and lower coverage of fixed cost at the lower volume levels. TED's, which represent the key component of the CCS system, contain the metal Tellurium ("Te"). Higher costs for Te represent the most significant portion of our higher raw material cost. During the early months of 2008, the market for Te experienced a significant increase. The average price of a kilogram of Te in 2007 was approximately $100 and increased to a peak of $286 in April 2008. Since that time, the average market price has decreased to a current average of $160 per kilogram during June 2009. We do not purchase Te directly, but have agreed to price increases from our TED suppliers as a result of the increase in their Te costs. Existing Te supply contracts and on-hand inventory resulted in a delay in the impact of higher Te market prices to us until the Third Quarter 2008. Although the market for Te has moderated, we expect that the lower levels will not result in reduced costs to Amerigon because of our supplier's need to work off inventory until late in the Third Quarter 2009.

Net Research and Development Expenses. Net research and development expenses increased to $1,574,000 in the Second Quarter 2009 from $1,497,000 in the Second Quarter 2008. This $77,000, or 5%, increase was due to increased research activities associated with our advanced TED program partially offset by lower costs to support a smaller number of new vehicle programs to be launched during 2009 as compared to 2008. The increase in research and development expenses in our advanced TED program is associated with a recent breakthrough in our TED material program. Much of our higher research and development expenses are focused on further advancing and commercializing new TED material. Our research and development reimbursements have decreased due to lower partner supported research projects during the Second Quarter 2009.

We classify development and prototype costs and related reimbursements as research and development. This is consistent with accounting standards applied in the automotive industry. Depreciation costs for tooling are included in cost of sales.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $2,166,000 in the Second Quarter 2009 compared with $2,032,000 in the Second Quarter 2008. This $134,000, or 7%, increase is primarily attributable to higher stock option compensation expense and higher legal fees during the Second Quarter 2009 as compared with the Second Quarter 2008. The higher stock option compensation relates to options issued to employees on two separate grant dates; 485,000 option shares on July 23, 2008 and 724,000 option shares on March 11, 2009. Compensation expense related to these option grants is being recorded over the three year vesting period associated with terms of the option agreements and totaled $198,000 for the Second Quarter 2009 and was partially offset by a decrease in stock option expense associated with stock option grants with vesting periods which ended subsequent to the Second Quarter 2008 and prior to the Second Quarter 2009. Our higher legal fees are associated with legal support activities surrounding the 2009 Proxy filing and legal review activities.

Interest Income. We had interest income of $4,000 for the Second Quarter 2009 compared with $218,000 for the Second Quarter 2008. The decrease of $214,000, or 98%, resulted from lower average yields on our cash equivalents and short-term investments.

Income Tax Expense. We recorded an income tax benefit of $291,000 during the Second Quarter 2009. This reflected an estimated effective tax rate for the year of approximately 30% on our expected full year pretax results for 2009. During the Second Quarter 2008, we recorded an income tax expense totaling $749,000 reflecting a 37% effective tax rate on pretax income of $2,003,000.

First Half 2009 Compared with First Half 2008

Product Revenues. Product revenues for the six months ended June 30, 2009 ("First Half 2009"), were $20,885,000 compared with product revenues of $34,156,000 for the six months ended June 30, 2008 ("First Half 2008"), a decrease of $13,271,000, or 39%. Lower sales resulting from lower volumes on existing programs were partially offset by higher sales from new model introductions. Unit shipments were 297,000 units for the First Half 2009 compared with unit shipments of 506,000 in the First Half 2008, a decrease of 209,000 units or 41%. The lower product revenues and unit volumes on existing programs were due to a significant decline in the overall automotive market. Automotive production and sales volumes, impacted by slowing worldwide economic activity and decreasing availability of consumer credit, were significantly lower during the First Half 2009 as compared to the First Half 2008. In North America, one of our most important markets, the SAAR for vehicle sales was 9.6 million during the Second Quarter 2009, down 32%, from 14.1 million during the Second Quarter 2008. Additionally, the North American SAAR for the First Quarter 2009 was 9.5 million, down 38%, from 15.2 million during the First Quarter 2008. Vehicle production levels have been reduced even further as OEM's have cut production in order to reduce new vehicle inventory levels. During the First Half 2009 production of light vehicles in North America decreased by 50% to 3.5 million from 7.0 million during the First Half 2008. New vehicles equipped with CCS and launched since the end of the Second Quarter 2008 included the Nissan Maxima, Lincoln MKT, Ford F150 Pickup, Chevrolet Suburban, Chevrolet Tahoe, Chevrolet Avalanche, GMC Yukon, GMC Yukon XL, GMC Yukon Denali, GMC Sierra Pickup, Jaguar XK, Toyota Crown Majesta, Infiniti G Convertible, Nissan 350Z Convertible.

Cost of Sales. Cost of sales decreased to $15,936,000 in the First Half 2009 from $23,318,000 in the First Half 2008. This decrease of $7,382,000, or 32%, is attributable to lower sales volumes offset partially by a lower gross profit percentage. The gross profit percentage during the First Half 2009 was 24% and was 32% during the First Half 2008. This decrease is primarily attributable to higher raw material costs during the First Half 2009 as compared to the First Half 2008, an unfavorable change in the mix of products sold which favored programs having a lower gross margin percentage during the First Half 2009 compared with the First Half 2008 and lower coverage of fixed cost at the lower volume levels. TED's, which represent the key component of the CCS system, contain the metal Tellurium ("Te"). Higher costs for Te represent the most significant portion of our higher raw material cost. During the early months of 2008, the market for Te experienced a significant increase. The average price of a kilogram of Te in 2007 was approximately $100 and increased to a peak of $286 in April 2008. Since that time, the average market price has decreased to a current average of $160 per kilogram during June 2009. We do not purchase Te directly, but have agreed to price increases from our TED suppliers as a result of the increase in their Te costs. Existing Te supply contracts and on-hand inventory resulted in a delay in the impact of higher Te market prices to us until the Third Quarter 2008. Although the market for Te has moderated, we expect that the lower levels will not result in reduced costs to Amerigon because of our supplier's need to work off inventory until late in the Third Quarter 2009.

Net Research and Development Expenses. Net research and development expenses increased to $3,320,000 in the First Half 2009 from $3,087,000 in the First Half 2008. This $233,000, or 8%, increase was due to increased research activities associated with our advanced TED program partially offset by lower costs to support a smaller number of new vehicle programs to be launched during 2009 as compared to 2008. The increase in research and development expenses in our advanced TED program is associated with a recent breakthrough in our TED material program. Much of our higher research and development expenses are focused on further advancing and commercializing new TED material. Our research and development reimbursements have decreased due to lower partner supported research projects during the First Half 2009.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $4,315,000 in the First Half 2009 compared with $4,159,000 in the First Half 2008. This $156,000, or 4%, increase is primarily attributable to higher stock option compensation expense and higher legal fees during the First Half 2009 as compared with the First Half 2008. The higher stock option compensation relates to options issued to employees on two separate grant dates; 485,000 option shares on July 23, 2008 and 724,000 option shares on March 11, 2009. Compensation expense related to these option grants is being recorded over the three year vesting period associated with terms of the option agreements and totaled $344,000 for the First Half 2009 and was partially offset by a decrease in stock option expense associated with stock option grants with vesting periods which ended subsequent to the First Half 2008 and prior to the First Half 2009. Our higher legal fees are associated with legal support activities surrounding the adoption of a Shareholder Rights Plan, the 2009 Proxy filing other legal review activities.

Interest Income. We had interest income of $26,000 for the First Half 2009 compared with $515,000 for the First Half 2008. The decrease of $489,000, or 95%, resulted from lower average yields on our cash equivalents and short-term investments.

Income Tax Expense. We recorded an income tax benefit of $786,000 during the First Half 2009. This reflected an estimated effective tax rate for the year of approximately 30% on our expected full year pretax results for 2009. During the First Half 2008, we recorded an income tax expense totaling $1,569,000 reflecting a 37% effective tax rate on pretax income of $4,194,000.

Liquidity and Capital Resources

We had cash and cash equivalents of $26,187,000 at June 30, 2009 and $25,303,000 at December 31, 2008. We manage our cash, cash equivalents and short-term investments to fund operating requirements.

We believe that our current working capital of $29,502,000 and our $10.0 million revolving line of credit will be adequate to fund our current business needs.

On August 6, 2009 we amended our Revolving Credit Line with Comerica Bank. The amendment decreased the amount available to $10,000,000 from $20,000,000. Under the terms of the amendment, a Borrowing Base limiting the loans available under the Revolving Credit Line is effective for any outstanding loans. The Borrowing Base is equal to 85% of Eligible Domestic accounts receivable (as defined by the agreement), plus the lesser of 60% of Eligible Foreign accounts receivable (as defined by the agreement) or $3,000,000, plus 50% of Eligible Inventory (as defined by the agreement), plus 70% of the market value of Eligible Securities (as defined by the agreement). Prime-based loans and Eurodollar-based loans were eliminated and replaced by Base Rate Advances. Base Rate Advances bear interest at a variable rate plus an

applicable margin as outline in the amendment. The applicable margin is 3.0%. The amendment also changed requirements to maintain certain financial ratios including the elimination of the maximum ratio of funded debt to EBITDA, as defined by the credit agreement, and the inclusion of a minimum rolling four quarter EBITDA level. All other terms of the Revolving Credit Line were substantially unaffected by the amendment. As of June 30, 2009, we had no outstanding loans under the Revolving Credit Line and one letter of credit was outstanding totaling $165,000. Total availability under the line as of August 6, 2009, as amended, was $9,835,000.

Cash provided by operating activities during the First Half 2009 was $924,000 and was attributable to a decrease in net operating assets and liabilities of $2,100,000. This was partially offset by a net loss of $1,805,000, plus a deferred tax benefit of $777,000, less non-cash adjustments including depreciation and amortization of $704,000, stock option compensation of $607,000 and defined benefit plan expense of $95,000.

As of June 30, 2009, working capital was $29,502,000 and was $30,471,000 at December 31, 2008, a decrease of $969,000, or 3%. This decrease was primarily due to a decrease in accounts receivable of $1,485,000 and an increase in accounts payable of $1,508,000. These changes were offset partially by increases in cash and cash equivalents of $864,000 and inventory of $836,000. Accounts receivable decreased due to a change in the mix of product revenue favoring customers with shorter payment terms during the Second Quarter 2009 as compared with that of the Fourth Quarter 2008 and due to an early payment on June 26, 2009 by Lear Corporation ("Lear") totaling $847,000 which would normally have been paid on July 5, 2009. This early payment is believed to have been made in contemplation of Lear's eventual Chapter 11 Bankruptcy filing discussed below. Inventory increased primarily due to the timing of volume shipments of inventory for our North American customers. Accounts payable increased due to the timing of inventory purchases during the quarter as compared with that of the Fourth Quarter 2008. Our levels of inventory and accounts payable tend to fluctuate as a result of sourcing products from Asia and extended payment terms with certain suppliers.

Our largest customer, Lear Corporation ("Lear"), filed to reorganize its U.S. and Canadian businesses under Chapter 11 on July 7, 2009, in the U.S. Bankruptcy Court for the Southern District of New York. Lear's subsidiaries outside of the U.S. and Canada are not part of the Chapter 11 filings. During the three and six months periods ended June 30, 2009 our revenue from Lear totaled $2,551,000 and $6,871,000, respectively, and our accounts receivable balances due from Lear on June 30, 2009 and as of July 7, 2009, the date of the bankruptcy filing, were as follows:

                                                       June 30,    July 7,
                                                         2009        2009
                                                         (in Thousands)
           Balances due from:
           U.S. and Canada                            $      215   $    616
           Subsidiaries outside the U.S. and Canada          955        932

           Total                                      $    1,170   $  1,548

In conjunction with the filing, Lear announced that it had received support from its lenders to implement a restructuring plan. Under the proposed restructuring plan, which needs to be approved by the Bankruptcy Court, Lear's trade creditors, such as Amerigon, will be paid in full subject to certain limited exceptions. On July 8, 2009, Lear received interim court approval to use its cash reserves to support ongoing

business operations including regular payments to its suppliers such as Amerigon. The court also issued a variety of orders that are intended to ensure that Lear will continue to operate uninterrupted throughout the reorganization process. Under these circumstances Amerigon management does not expect any significant impact on its current operations and has not recorded a bad debt provision for the outstanding Lear accounts receivable balances. If the proposed restructuring plan is not implemented as proposed, there is a risk that Amerigon will be unable to fully collect certain outstanding amounts due from Lear.

Cash used in investing activities was $828,000 during the First Half 2009, reflecting purchases of property and equipment totaling $369,000, and the cost to acquire new patents and patent application filings of $459,000. Purchases of property and equipment for the period are primarily related to new equipment purchases needed to maintain current production programs and other operational facilities.

Cash provided by financing activities was $796,000 during the First Half 2009, reflecting the proceeds of Common Stock option exercises.

New Accounting Pronouncements

In December 2007 the Financial Accounting Standards Board ("FASB") issued Statement of financial Accounting Standard No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160"). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the retained interest in a gain or loss when a subsidiary is deconsolidated. We adopted this statement effective January 1, 2009 and it had no impact on our operating results and financial position.

In April 2008, the FASB issued FASB Staff Position ("FSP") FAS 142-3, "Determination of the Useful Life of Intangible Assets". FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets". The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), Business Combinations, and other U.S. Generally Accepted Accounting Principles. We adopted this FSP effective January 1, 2009 and it had no impact on our operating results and financial position.

In May 2009, the FASB issued Statement No. 165, "Subsequent Events" ("SFAS 165"). SFAS 165 requires that an entity shall recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. The standard also requires entities to disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009, and is to be applied prospectively. Accordingly, the Company adopted the provisions of SFAS 165 in the Second Quarter 2009. The adoption of the provisions of SFAS 165 did not have a material effect on the Company's consolidated financial condition, results of operations, or cash flows. Refer to Note 6 for the Company's disclosure on subsequent events.

In June 2009, the FASB issued Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" ("SFAS 168"). SFAS 168, or the FASB Accounting Standards Codification ("Codification"), will become the source of authoritative U.S. generally accepted accounting principles ("GAAP") recognized by the FASB to be applied by nongovernmental entities. On the effective date of SFAS 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the standard to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

Critical Accounting Policies

Critical accounting policies are those accounting policies that management believes are important to the portrayal of our financial condition and results and require management's most difficult, subjective or complex judgments, as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our 2008 annual report on Form 10-K includes a description of certain critical accounting policies, including those with respect to warranty reserves, allowances for doubtful accounts, deferred tax asset valuation allowance and inventory reserves.

Certain matters discussed or referenced in this report, including expectations of increased revenues and continuing losses, our financing requirements, our capital expenditures and our prospects for the development of platforms with major automotive manufacturers, are forward-looking statements. Other forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "anticipate", "intend", "continue", or similar terms, variations of such terms or the negative of such terms. All forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this report to reflect any change in our expectations with regard to such statements or any change in events, conditions or circumstances on which any such statement is based. Although such statements are based upon our current expectations, and we believe such expectations are reasonable, such expectations, and the forward-looking statements based on them, are subject to a number of factors, risks and uncertainties that could cause our actual results to differ materially from those described in the forward-looking statements, including those described below and in our other filings with the Securities and Exchange Commission.