8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2012

FIRST SOLAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33156	20-4623678
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

350 West Washington Street

Suite 600

Tempe, Arizona 85281

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (602) 414-9300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

On April 16, 2012, executive management of First Solar, Inc. (“First Solar” or the “Company”) approved a set of restructuring initiatives intended to reduce costs and align the Company’s organization with its long-term strategic plan including expected sustainable market opportunities. As part of these initiatives, First Solar will substantially reduce its European operations including the closure of its manufacturing operations in Frankfurt (Oder), Germany by the end of the fourth quarter of 2012, which will reduce headcount by approximately 1,200 positions. Due to the lack of legislative support for utility-scale solar projects in Europe, the Company does not believe there is a business case for continuing manufacturing operations in Germany. Additionally, First Solar will substantially reduce the size of its sales and service support in Mainz, Germany and elsewhere in Europe, which will reduce headcount by approximately 150 positions. First Solar will also be idling indefinitely the capacity of four production lines at its manufacturing center in Kulim, Malaysia beginning in May 2012, which will reduce headcount by approximately 550 positions. These actions, combined with additional reductions in administrative and other staff in North America, will reduce First Solar’s workforce by approximately 2,000 associates, nearly 30% of its approximately 6,800 global total.

The restructuring and related initiatives are expected to result in pre-tax restructuring charges of between $230 million and $350 million, including: (i) between $150 million and $250 million in asset impairments and related charges, primarily related to the Frankfurt (Oder) plant; (ii) between $50 million and $70 million in severance, of which between $40 million and $55 million is related to the Frankfurt (Oder) plant and the Company’s other European operations; and (iii) approximately $30 million for repayment of a German government grant related to the Frankfurt (Oder) operations. Substantially all such pre-tax restructuring charges are not expected to have any offsetting tax benefit, and the Company expects to incur between $10 million and $15 million in tax expense associated with such initiatives for deferred tax asset valuation allowances, primarily related to Germany.

In addition, First Solar has voluntarily prepaid all outstanding indebtedness relating to the construction of its second manufacturing plant at Frankfurt (Oder) under that certain Credit Facility Agreement, dated as of May 18, 2011, among First Solar Manufacturing GmbH, Commerzbank Aktiengesellschaft, Luxembourg Branch, as security agent, and the additional finance parties thereto. The total repayment amount of approximately $145 million will be partially offset by the release of approximately $20 million in cash deposits that were previously restricted as security for the loan. In connection with such repayment, First Solar expects to incur approximately $5 million in repayment related expense.

The above-referenced charges are expected to total between $245 million and $370 million, which will be incurred primarily in the first quarter of 2012 with remaining amounts being incurred throughout the remainder of 2012. Of these expected charges, between $80 million and $120 million are expected to be cash expenditures.

Item 2.06 Material Impairments.

See Item 2.05 Costs Associated with Exit or Disposal Activities.

Item 7.01 Regulation FD Disclosure.

On April 17, 2012, First Solar issued two press releases, a version in the United States and a version in Germany, and will hold a conference call regarding these restructuring initiatives. A copy of these press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K.

The information in this Item 7.01 of Form 8-K and in Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Information.

In connection with a continuing objective of balancing production capabilities with market demand, the Company will be idling indefinitely the capacity of four production lines in Kulim, Malaysia, which will reduce headcount by approximately 550. Production at the other 20 production lines in Malaysia may be idled temporarily to allow the Company to implement upgraded process technologies as part of its accelerated conversion efficiency improvement initiatives, and to better align production with expected market demand. The Company maintains the flexibility to increase Malaysian manufacturing production to all 24 lines when warranted by increased market demand. In terms of production, the Company expects its global annual manufacturing run-rate capacity exiting 2012 to be approximately 1.7 GW, which represents 24 lines (consisting of 20 lines in Malaysia and four lines in Perrysburg, Ohio) capable of running at a line run-rate of approximately 70 MW per year. The Company expects to produce between approximately 1.4 and 1.7 GW of solar modules in 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of First Solar, dated April 17, 2012.
99.2	Press Release of First Solar, dated April 17, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST SOLAR, INC.
	(Registrant)
Date: April 17, 2012	By:	/s/ Mark Widmar
	Name:	Mark Widmar
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

First Solar Restructures Operations to Align With Sustainable Market Opportunities

Frankfurt (Oder) Manufacturing Facility to be Closed;

Four Production Lines in Kulim, Malaysia, to be Indefinitely Idled;

Expected Savings of $100-120 Million Annually; 2012 Restructuring Charges of $245-370 Million;

Company Pays Down $145 Million of Debt

TEMPE, Ariz., April 17, 2012 – First Solar, Inc. <NASDAQ: FSLR> today announced it is restructuring its operations in response to deteriorating market conditions in Europe and to reduce costs and align its organization with sustainable market opportunities. As part of this program, First Solar will close its manufacturing operations in Frankfurt (Oder), Germany, in the fourth quarter of 2012. Additionally, the Company will indefinitely idle four production lines at its manufacturing center in Kulim, Malaysia, on May 1, 2012. These actions, combined with other personnel reductions in Europe and the U.S., will reduce First Solar’s global workforce by approximately 2,000 positions, about 30 percent of the total.

The restructuring initiatives are expected to reduce First Solar’s costs by $30-60 million this year and $100-120 million annually going forward. In addition, the Company’s average manufacturing cost is expected to improve to $0.70-$0.72 per watt in 2012 as a result of the changes, below prior expectations of $0.74 per watt. In 2013 the Company estimates average module manufacturing costs will range from $0.60 to $0.64 per watt.

To achieve these significant cost savings, the Company will record restructuring and other related charges of $245-370 million, of which $80-120 million are cash expenditures, consisting of:

• $150-250 million in asset impairment, primarily related to the Frankfurt (Oder) plants

• $50-70 million in severance

• $30 million for repayment of a government grant related to the Frankfurt (Oder) operations

• $15-$20 million for other charges which represents valuation allowances for deferred tax assets in Europe and costs associated with the repayment of the German debt

First Solar expects to incur these charges primarily during the first quarter of 2012 and the rest over the course of this year. In addition, First Solar has voluntarily paid down approximately $145 million of debt ahead of schedule in 2012, which represents repayment in full for outstanding amounts under the Company’s German loan agreement.

“After a thorough analysis, it is clear the European market has deteriorated to the extent that our operations there are no longer economically sustainable, and maintaining those operations is not in the best long-term interest of our stakeholders,” said Mike Ahearn, Chairman and Interim CEO of First Solar. “Decisions like this are not easy, especially given how important the European markets and our associates in Europe have been to the development of our Company and the solar industry as a whole. We are committed to treating all affected associates fairly, and to building our relationships with European business partners that are aligned with our strategy of pursuing utility-scale solar opportunities in sustainable markets around the world.”

“The solar market has fundamentally changed, and we are quickly adapting our market approach and operations to maintain and build upon our competitive advantage,” said Ahearn. “After a period of robust growth, First

Solar is scaled to operate at higher volumes than currently exist following the reduction of subsidies in key legacy markets. As a result, it is essential that we reduce production and decrease expenses to reflect the smaller volume of high-probability demand we forecast. These actions will enable us to focus our resources on developing the markets where we expect to generate significant growth in coming years.”

First Solar has scheduled a conference call today, April 17, 2012 at 11 a.m. EDT to discuss this announcement. Investors may access a live webcast of this conference call by visiting http://investor.firstsolar.com/events.cfm.

An audio replay of the conference call will also be available approximately two hours after the conclusion of the call. The audio replay will remain available until Tues., April 26, 2012 at 2 p.m. EDT and can be accessed by dialing 888-203-1112 if you are calling from within the United States or +1-719-457-0820 if you are calling from outside the United States and entering the replay pass code 6656447. A replay of the webcast will be available on the Investors section of the company’s web site approximately two hours after the conclusion of the call and remain available for approximately 90 calendar days.

About First Solar, Inc.

First Solar is a leading global provider of comprehensive photovoltaic (PV) solar systems which use its advanced thin-film modules. The company’s integrated power plant solutions deliver an economically attractive alternative to fossil-fuel electricity generation today. From raw material sourcing through end-of-life module collection and recycling, First Solar’s renewable energy systems protect and enhance the environment. For more information about First Solar, please visit www.firstsolar.com.

For First Solar Investors

This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with the company’s business involving the company’s products, their development and distribution, economic and competitive factors and the company’s key strategic relationships and other risks detailed in the company’s filings with the Securities and Exchange Commission. First Solar assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Contacts

Media

Ted Meyer

+1 (602) 427-3318

ted.meyer@firstsolar.com

Alan Bernheimer

+1 (415) 935-2499

ABernheimer@firstsolar.com

Brandon Mitchener (Europe)

+32 (2) 233-1113

BMitchener@firstsolar.com

Investors

David Brady

dbrady@firstsolar.com

Luke Fairborn

lucas.fairborn@firstsolar.com

Michelle Pereira

michelle.pereira@firstsolar.com

+1 (602) 414-9315

SOURCE: First Solar, Inc.

EX-99.2

Exhibit 99.2

News Release

First Solar Restructures Operations to Align With Sustainable Market Opportunities

Frankfurt (Oder) Manufacturing Facility to be Closed in Q4

Frankfurt (Oder), April 17, 2012 – First Solar, Inc. today announced it is restructuring its global operations in response to deteriorating market conditions in Europe and to reduce costs and align its organization with sustainable market opportunities. As part of the restructuring program, First Solar will close its manufacturing operations in Frankfurt (Oder) in the fourth quarter of 2012, eliminating approximately 1,200 positions.

First Solar also will indefinitely idle four production lines at its manufacturing center in Kulim, Malaysia, on May 1, 2012, eliminating approximately 550 manufacturing positions. These actions, combined with other personnel reductions in the U.S. and Europe, will reduce First Solar’s global workforce by approximately 2,000 positions, about 30 percent of the total.

“The vast majority of the European solar market is not currently economically viable without subsidies, and faced with daunting economic challenges, Eurozone leaders have accelerated major reductions in those programs. Incentives for utility-scale solar projects, our core business, have suffered disproportionately. These cuts have had a dramatic impact on demand that makes our European operations no longer economically sustainable, so we must adapt to the new market,” said Christopher Burghardt, Managing Director of First Solar GmbH and head of sales for Europe. “We will continue to provide service and support for our product in Europe and will work with our strategic European customers to develop utility-scale power plants in sustainable markets globally.”

“We want to acknowledge and express our appreciation to the leaders who created the supportive policies that fostered unprecedented growth in the solar industry over the past five years, which helped make our own growth possible. We are especially grateful to the city of Frankfurt (Oder) and the state of Brandenburg for their unwavering support,” said Burghard von Westerholt, Managing Director of First Solar Manufacturing GmbH. “Most importantly, we appreciate the hard work and dedication of our associates, who have always shown their commitment to quality and precision. We know these actions affect people’s lives, and we have not taken them lightly. We will work to minimize the impact on our associates and to smooth their transition.”

First Solar has scheduled a press conference today, April 17, 2012 at 5:30 p.m. CET in the Berlin Hilton Hotel.

About First Solar, Inc.

First Solar is a leading global provider of comprehensive photovoltaic (PV) solar systems which use its advanced thin-film modules. The company’s integrated power plant solutions deliver an economically attractive alternative to fossil-fuel electricity generation today. From raw material sourcing through end-of-life module collection and recycling, First Solar’s renewable energy systems protect and enhance the environment. For more information about First Solar, please visit www.firstsolar.com.

For First Solar Investors

This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with the company’s business involving the company’s products, their development and distribution, economic and competitive factors and the company’s key strategic relationships and other risks detailed in the company’s filings with the Securities and Exchange Commission. First Solar assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Media Contacts

Brandon Mitchener

+32 (2) 233-1113

BMitchener@FIRSTSOLAR.COM

Ted Meyer

+1 (602) 427-3318

ted.meyer@firstsolar.com

SOURCE: First Solar, Inc.