UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10‑Q

_______________

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014 .

__ 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: 1‑10560

BENCHMARK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

	Texas	74‑2211011
	(State or other jurisdiction	(I.R.S. Employer
	of incorporation or organization)	Identification No.)
3000 Technology Drive		77515
Angleton, Texas		(Zip Code)
(Address of principal executive offices)

(979) 849‑6550

(Registrant ’ s telephone number, including area code)

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 [ Ö ] 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 [ Ö ] No [ ]

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 Act.

Large accelerated filer [ Ö ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	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 [ Ö ]

As of November 5, 2014 , there were 53,122,841 Common Shares of Benchmark Electronics, Inc., par value $0.10 per share, outstanding.

TABLE OF CONTENTS

PART I

		Page

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statement of Shareholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and	22
	Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.	Other	33
Item 6.	Exhibits	34

SIGNATURES		35

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

						September 30,		December 31,
(in thousands, except par value)						2014		2013
						(unaudited)
Assets
	Current assets:
		Cash and cash equivalents			$	420,236	$	345,555
		Accounts receivable, net of allowance for doubtful
			accounts of $2,943 and $338, respectively			534,002		559,763
		Inventories, net				434,166		396,699
		Prepaid expenses and other assets				30,901		26,283
		Income taxes receivable				234		3,231
		Deferred income taxes				5,247		11,302
				Total current assets		1,424,786		1,342,833
	Long-term investments					1,207		9,921
	Property, plant and equipment, net of accumulated
				depreciation of $360,513 and $346,500 respectively		190,158		185,319
	Goodwill, net					45,970		44,691
	Deferred income taxes					29,623		33,856
	Other, net					36,247		40,751
					$	1,727,991	$	1,657,371

Liabilities and Shareholders’ Equity
	Current liabilities:
		Current installments of capital lease obligations			$	651	$	582
		Accounts payable				341,508		320,953
		Income taxes payable				3,708		9,570
		Accrued liabilities				73,452		67,272
				Total current liabilities		419,319		398,377
	Capital lease obligations, less current installments					9,021		9,521
	Other long-term liabilities					21,126		20,369
	Deferred income taxes					2,071		2,071
	Shareholders’ equity:
		Preferred shares, $0.10 par value; 5,000 shares
			authorized, none issued			—		—
		Common shares, $0.10 par value; 145,000 shares
			authorized; issued – 53,465 and 53,936, respectively
			outstanding – 53,465 and 53,825, respectively			5,347		5,383
		Additional paid-in capital				650,474		644,594
		Retained earnings				631,353		586,422
		Accumulated other comprehensive loss				(10,720)		(9,094)
		Less treasury shares, at cost; 0 and 111 shares, respectively				-		(272)
				Total shareholders’ equity		1,276,454		1,227,033
		Commitments and contingencies
					$	1,727,991	$	1,657,371

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(unaudited)

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(in thousands, except per share data)			2014		2013		2014		2013

Sales		$	731,302	$	599,658	$	2,087,514	$	1,749,624
Cost of sales			676,008		554,218		1,923,346		1,622,983
	Gross profit		55,294		45,440		164,168		126,641
Selling, general and administrative expenses			31,219		24,501		88,072		70,211
Restructuring charges and integration
and acquisition-related costs			2,160		1,214		6,176		7,323
Asset impairment charge and other			-		-		-		2,606
Thailand flood related items, net of insurance			-		(9,748)		(1,571)		(9,748)
	Income from operations		21,915		29,473		71,491		56,249
Interest expense			(494)		(481)		(1,443)		(1,403)
Interest income			535		292		1,718		997
Other income (expense)			(1,105)		745		(980)		560
	Income before income taxes		20,851		30,029		70,786		56,403
Income tax expense			3,695		6,303		12,355		12,733
	Net income	$	17,156	$	23,726	$	58,431	$	43,670

Earnings per share:
	Basic	$	0.32	$	0.44	$	1.09	$	0.80
	Diluted	$	0.32	$	0.43	$	1.07	$	0.80

Weighted-average number of shares outstanding:
	Basic		53,660		54,087		53,712		54,361
	Diluted		54,265		54,611		54,387		54,868

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
(in thousands)					2014		2013		2014		2013

Net income				$	17,156	$	23,726	$	58,431	$	43,670
Other comprehensive income (loss):
	Foreign currency translation adjustments				(2,712)		1,254		(2,945)		245
	Unrealized gain on investments,
		net of tax			1,496		42		1,342		318
	Other				(8)		(1)		(23)		-
Other comprehensive income (loss):					(1,224)		1,295		(1,626)		563
			Comprehensive income	$	15,932	$	25,021	$	56,805	$	44,233

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders’ Equity

(unaudited)

											Accumulated
			Common Shares				Additional				Other				Total
		Shares			Par		Paid-in		Retained		Comprehensive		Treasury		Shareholders’
(in thousands)		Outstanding			Value		Capital		Earnings		Loss		Shares		Equity

Balances, December 31, 2013			53,825	$	5,383	$	644,594	$	586,422	$	(9,094)	$	(272)	$	1,227,033
Stock-based compensation expense			-		-		6,163		-		-		-		6,163
Shares repurchased and retired			(1,054)		(105)		(11,440)		(13,500)		-		-		(25,045)
Stock options exercised			612		60		11,688		-		-		-		11,748
Issuance of restricted shares, net of
	forfeitures		95		10		(10)		-		-		-		-
Restricted shares withheld for taxes			(13)		(1)		(308)		-		-		-		(309)
Excess tax benefit of stock-based
	compensation		-		-		59		-		-		-		59
Cancellation of treasury shares			-		-		(272)		-		-		272		-
Comprehensive income			-		-		-		58,431		(1,626)		-		56,805
Balances, September 30, 2014			53,465	$	5,347	$	650,474	$	631,353	$	(10,720)	$	-	$	1,276,454

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

					Nine Months Ended
					September 30,
(in thousands)						2014		2013

Cash flows from operating activities:
	Net income				$	58,431	$	43,670
	Adjustments to reconcile net income to net cash provided by
		operating activities:
			Depreciation			30,384		26,296
			Amortization			3,601		3,339
			Deferred income taxes			10,649		9,001
			(Gain) loss on the sale of property, plant and equipment			588		(1,260)
			Asset impairments			184		4,825
			Thailand flood insurance recovery			(550)		-
			Stock-based compensation expense			5,626		5,310
			Excess tax benefit from stock-based compensation			(558)		(285)
	Changes in operating assets and liabilities, net of effects from
		business acquisition:
			Accounts receivable			24,691		47,137
			Inventories			(38,603)		(56,453)
			Prepaid expenses and other assets			(3,088)		4,778
			Accounts payable			17,545		24,507
			Accrued liabilities			7,643		(8,701)
			Income taxes			(2,638)		(2,233)
				Net cash provided by operations		113,905		99,931
Cash flows from investing activities:
	Proceeds from sales and redemptions of investments					10,056		25
	Additions to property, plant and equipment					(35,743)		(18,268)
	Proceeds from the sale of property, plant and equipment					289		1,796
	Additions to purchased software					(871)		(1,879)
	Business acquisition, net of cash acquired					750		(19,270)
	Thailand flood property insurance proceeds					550		-
	Other					363		-
				Net cash used in investing activities		(24,606)		(37,596)
Cash flows from financing activities:
	Proceeds from stock options exercised					11,748		10,405
	Excess tax benefit from stock-based compensation					558		285
	Principal payments on capital lease obligations					(431)		(368)
	Share repurchases					(25,045)		(30,673)
				Net cash used in financing activities		(13,170)		(20,351)
Effect of exchange rate changes						(1,448)		(3)
Net increase in cash and cash equivalents						74,681		41,981
	Cash and cash equivalents at beginning of year					345,555		384,579
	Cash and cash equivalents at end of period				$	420,236	$	426,560

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except per share data, unless otherwise noted)

(unaudited)

Note 1 – Basis of Presentation

Benchmark Electronics, Inc. (the Company) is a Texas corporation that provides worldwide integrated manufacturing services. The Company provides services to original equipment manufacturers (OEMs) of computers and related products for business enterprises, medical devices, industrial control equipment (including equipment for the aerospace and defense industry), testing and instrumentation products and telecommunication equipment. The Company has manufacturing operations located in the Americas, Asia and Europe.

The condensed consolidated financial statements included herein have been prepared by the Company without an audit pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The financial statements reflect all normal and recurring adjustments necessary in the opinion of management for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s annual report on Form 10‑K for the year ended December 31, 2013 (the 2013 10-K).

Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in accordance with generally accepted accounting principles. Actual results could differ from those estimates.

Note 2 – Stock-Based Compensation

The Benchmark Electronics, Inc. 2000 Stock Awards Plan (the 2000 Plan) authorized, and the Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (as amended, the 2010 Plan) authorizes, the Company, upon approval of the compensation committee of the Board of Directors, to grant a variety of awards, including stock options, restricted shares, restricted stock units, stock appreciation rights, performance compensation awards, phantom stock awards and deferred share units, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. Stock options are granted to employees with an exercise price equal to the market price of the Company’s common shares on the date of grant, generally vest over a four-year period from the date of grant and have a term of ten years. Restricted shares and restricted stock units granted to employees generally vest over a four-year period from the date of grant, subject to the continued employment of the employee by the Company. The 2000 Plan expired in February 2010, and no additional grants can be made under that plan. The 2010 Plan was approved by the Company’s shareholders in May 2010. Members of the Board of Directors who are not employees of the Company hold awards under the Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (the 2002 Plan) and the 2010 Plan. Stock options were granted pursuant to the 2002 Plan upon the occurrence of a non-employee director’s election or re-election to the Board of Directors. All awards under the 2002 Plan were fully vested upon the date of grant and have a term of ten years. The 2002 Plan was approved by the Company’s shareholders in May 2002 and expired in February 2012. No additional grants may be made under the 2002 Plan. Non-employee directors currently receive equity awards under the 2010 Plan. Since 2011, awards under the 2010 Plan to non-employee directors have been in the form of restricted stock units, which vest in equal quarterly installments over a one-year period, starting on the grant date.

As of September 30, 2014 , 4.3 million additional common shares were available for issuance under the Company’s 2010 Plan.

All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. The total compensation cost recognized for stock-based awards was $1.9 million and $5.6 million for the three and nine months ended September 30, 2014, respectively, and $1.9 million and $5.3 million for the three and nine months ended September 30, 2013, respectively. The total income tax benefit recognized in the income statement for stock-based awards was $0.7 million and $2.4 million for the three and nine months ended September 30, 2014, respectively, and $0.6 million and $1.5 million for the three and nine months ended September 30, 2013, respectively. The compensation expense for stock-based awards includes an estimate for forfeitures and is recognized over the vesting period of the awards using the straight-line method. Cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for stock-based awards (excess tax benefits) are classified as cash flows from financing activities. Awards of restricted shares, restricted stock units, performance-based restricted stock units and phantom stock are valued at the closing market price of the Company’s common shares on the date of grant. For performance-based restricted stock units, compensation expense is based on the probability that the performance goals will be achieved, which is monitored by management throughout the requisite service period. If it becomes probable, based on the Company’s expectation of performance during the measurement period, that more or less than the previous estimate of the awarded shares will vest, an adjustment to stock-based compensation expense is recognized as a change in accounting estimate.

As of September 30, 2014, the unrecognized compensation cost and remaining weighted-average amortization related to stock-based awards were as follows:

							Performance-
							based
					Restricted		Restricted
		Stock	Restricted		Stock		Stock
(in thousands)		Options	Shares		Units		Units ⁽¹⁾
Unrecognized compensation cost	$	5,014	$	1,143	$	6,896	$	2,327
Remaining weighted-average
amortization period	1.9 years		1.1 years		2.7 years		1.9 years

⁽¹⁾ Based on the probable achievement of the performance goals identified in each award.

The weighted-average assumptions used to value the options granted during the three and nine months ended September 30, 2014 and 2013, were as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(in thousands)	2014	2013	2014	2013
Options granted	-	-	378	348
Expected term of options	N/A	N/A	7.0 years	7.4 years
Expected volatility	N/A	N/A	39%	42%
Risk-free interest rate	N/A	N/A	2.081%	1.396%
Dividend yield	N/A	N/A	zero	zero

The expected term of the options represents the estimated period of time until exercise and is based on historical experience, giving consideration to the contractual terms, vesting schedules and expectations of future plan participant behavior. Separate groups of plan participants that have similar historical exercise behavior are considered separately for valuation purposes. Expected stock price volatility is based on the historical volatility of the Company’s common shares. The risk-free interest rate is based on the U.S. Treasury zero-coupon rates in effect at the time of grant with an equivalent remaining term. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.

The weighted-average fair value per option granted during the nine months ended September 30, 2014 was $9.91. The total cash received as a result of stock option exercises for the nine months ended September 30, 2014 and 2013 was approximately $11.7 million and $10.4 million, respectively. The tax benefit realized as a result of stock option exercises and the vesting of other share-based awards during the nine months ended September 30, 2014 and 2013 was $2.5 million and $1.8 million, respectively. For both the nine months ended September 30, 2014 and 2013, the total intrinsic value of stock options exercised was $2.9 million.

The Company awarded performance-based restricted stock units to employees during the nine months ended September 30, 2014 and 2013. The number of performance-based restricted stock units that will ultimately be earned will not be determined until the end of the corresponding performance periods and may vary from as low as zero to as high as three times the target number depending on the level of achievement of certain performance goals. The level of achievement of these goals is based upon the audited financial results of the Company for the last full calendar year within the performance period. The performance goals consist of certain levels of achievement using the following financial metrics: revenue growth, operating income margin expansion, and return on invested capital. If the performance goals are not met based on the Company’s financial results, the applicable performance-based restricted stock units will not vest and will be forfeited. Shares subject to forfeited performance-based restricted stock units will be available for issuance under the 2010 Plan.

The following table summarizes the activities relating to the Company’s stock options:

				Weighted-
			Weighted-	Average
			Average	Remaining		Aggregate
	Number of		Exercise	Contractual		Intrinsic
(in thousands, except per share data)	Options		Price	Term (Years)		Value
Outstanding as of December 31, 2013	3,084	$	19.79
Granted	378	$	22.94
Exercised	(612)	$	19.20
Forfeited or expired	(63)	$	22.59
Outstanding as of September 30, 2014	2,787	$	20.28	4.82	$	8,008
Exercisable as of September 30, 2014	1,958	$	20.56	3.02	$	5,584

The aggregate intrinsic value in the table above is before income taxes and is calculated as the difference between the exercise price of the underlying options and the Company’s closing stock price as of the last business day of the period ended September 30, 2014 for options that had exercise prices that were below the closing price.

The following table summarizes the activities related to the Company’s restricted shares:

			Weighted-
			Average
	Number of		Grant Date
(in thousands, except per share data)	Shares		Fair Value
Non-vested shares outstanding as of December 31, 2013	194	$	16.56
Vested	(76)	$	16.87
Forfeited	(8)	$	16.91
Non-vested shares outstanding as of September 30, 2014	110	$	16.33

The following table summarizes the activities related to the Company’s time-based restricted stock units:

			Weighted-
			Average
	Number of		Grant Date
(in thousands, except per share data)	Units		Fair Value
Non-vested units outstanding as of December 31, 2013	303	$	17.48
Granted	246	$	22.92
Vested	(103)	$	17.96
Forfeited	(17)	$	19.61
Non-vested units outstanding as of September 30, 2014	429	$	20.39

The following table summarizes the activities related to the Company’s performance-based restricted stock units:

			Weighted-
			Average
	Number of		Grant Date
(in thousands, except per share data)	Units		Fair Value
Non-vested units outstanding as of December 31, 2013	215	$	16.78
Granted ⁽¹⁾	88	$	22.92
Forfeited	(29)	$	18.52
Non-vested units outstanding as of September 30, 2014	274	$	18.56

⁽¹⁾ Represents target number of units that can vest based on the achievement of the performance goals.

Note 3 – Earnings Per Share

Basic earnings per share is computed using the weighted-average number of shares outstanding. Diluted earnings per share is computed using the weighted-average number of shares outstanding adjusted for the incremental shares attributed to outstanding stock equivalents during the three and nine months ended September 30, 2014 and 2013. Stock equivalents include common shares issuable upon the exercise of stock options and other equity instruments, and are computed using the treasury stock method. Under the treasury stock method, the exercise price of a share, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in-capital, if any, when the share is exercised are assumed to be used to repurchase shares in the current period.

The following table sets forth the calculation of basic and diluted earnings per share.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(in thousands, except per share data)			2014		2013		2014		2013
Net income		$	17,156	$	23,726	$	58,431	$	43,670

Denominator for basic earnings per share -
	weighted-average number of common
	shares outstanding during the period		53,660		54,087		53,712		54,361
Incremental common shares attributable to
	exercise of outstanding dilutive options		445		360		460		284
Incremental common shares attributable
	to outstanding restricted shares and
	restricted stock units		160		164		215		223
Denominator for diluted earnings per share			54,265		54,611		54,387		54,868

Basic earnings per share		$	0.32	$	0.44	$	1.09	$	0.80
Diluted earnings per share		$	0.32	$	0.43	$	1.07	$	0.80

Options to purchase 0.8 million and 0.7 million common shares for the three and nine months ended September 30, 2014, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive. Options to purchase 2.0 million and 2.3 million common shares for the three and nine month periods September 30, 2013, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive.

Note 4 – Goodwill and Other Intangible Assets

The changes in goodwill allocated to the Company’s reportable segments were as follows for the nine months ended September 30, 2014:

(in thousands)		Americas		Asia		Total
Goodwill at December 31, 2013	$	6,641	$	38,050	$	44,691
Purchase accounting adjustments		1,227		52		1,279
Goodwill at September 30, 2014	$	7,868	$	38,102	$	45,970

The purchase accounting adjustments are based on management’s estimates resulting from review of information obtained after the acquisition date that relates to facts and circumstances that existed at the acquisition date. See note 16 to the condensed consolidated financial statements for additional information.

Other assets consist primarily of acquired identifiable intangible assets, capitalized purchased software costs and assets held for sale. Other intangible assets as of September 30, 2014 and December 31, 2013 were as follows:

		Gross				Net
		Carrying		Accumulated		Carrying
(in thousands)		Amount		Amortization		Amount
Customer relationships	$	33,241	$	(15,313)	$	17,928
Technology licenses		11,300		(9,023)		2,277
Other		868		(184)		684
Other intangible assets, September 30, 2014	$	45,409	$	(24,520)	$	20,889

		Gross				Net
		Carrying		Accumulated		Carrying
(in thousands)		Amount		Amortization		Amount
Customer relationships	$	33,348	$	(12,900)	$	20,448
Technology licenses		11,300		(8,999)		2,301
Other		868		(166)		702
Other intangible assets, December 31, 2013	$	45,516	$	(22,065)	$	23,451

Customer relationships are amortized on a straight-line basis over a period of ten years. Technology licenses are amortized over their estimated useful lives in proportion to the economic benefits consumed. Amortization of other intangible assets for the nine months ended September 30, 2014 and 2013 was $2.5 million and $2.2 million, respectively.

The estimated future amortization expense of other intangible assets for each of the next five years is as follows (in thousands):

Year ending December 31,		Amount
2014 (remaining three months)	$	1,175
2015		4,123
2016		4,077
2017		1,994
2018		1,574

Note 5 – Borrowing Facilities

Under the terms of a credit agreement (the Credit Agreement), the Company has a $200 million five-year revolving credit facility for general corporate purposes with a maturity date of July 30, 2017. The Credit Agreement includes an accordion feature pursuant to which total commitments under the facility may be increased by an additional $100 million, subject to satisfaction of certain conditions and lender approval.

Interest on outstanding borrowings under the Credit Agreement is payable quarterly, at the Company’s option, at either LIBOR plus 1.75% to 2.75% or a prime rate plus 0.75% to 1.75%, based upon the Company’s leverage ratio as specified in the Credit Agreement. A commitment fee of 0.30% to 0.40% per annum (based upon the Company’s liquidity ratio as specified in the Credit Agreement) on the unused portion of the revolving credit line is payable quarterly in arrears. As of September 30, 2014 and December 31, 2013 , the Company had no borrowings outstanding under the Credit Agreement, $1.2 million and $0.8 million, respectively, in outstanding letters of credit and $198.8 million and $199.2 million, respectively, was available for future borrowings.

The Credit Agreement is secured by the Company’s domestic inventory and accounts receivable, 100% of the stock of the Company’s domestic subsidiaries, 65% of the voting capital stock of each direct foreign subsidiary and substantially all other tangible and intangible assets of the Company and its domestic subsidiaries. The Credit Agreement contains customary financial covenants as to debt leverage and fixed charges, and restricts the Company’s ability to incur additional debt, pay dividends, repurchase shares, sell assets and merge or consolidate with other persons. As of both September 30, 2014 and December 31, 2013 , the Company was in compliance with all of these covenants and restrictions.

The Company’s Thailand subsidiary has a multi-purpose credit facility with Kasikornbank Public Company Limited (the Thai Credit Facility) that provides for 350 million Thai baht working capital availability. The Thai Credit Facility is secured by land and buildings in Thailand owned by the Company’s Thailand subsidiary. Availability of funds under the Thai Credit Facility is reviewed annually and is currently accessible through October 2015. As of both September 30, 2014 and December 31, 2013, there were no working capital borrowings outstanding under the facility.

Note 6 – Inventories
Inventory costs are summarized as follows:
		September 30,		December 31,
(in thousands)		2014		2013
Raw materials	$	283,608	$	245,455
Work in process		95,371		84,710
Finished goods		55,187		66,534
	$	434,166	$	396,699

Note 7 – Income Taxes
Income tax expense (benefit) consists of the following:
	Nine Months Ended
	September 30,
(in thousands)		2014		2013
Federal – Current	$	617	$	(711)
Foreign – Current		635		4,292
State – Current		454		151
Deferred		10,649		9,001
	$	12,355	$	12,733

Income tax expense differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income tax primarily due to the mix of taxable income by taxing jurisdiction, the impact of tax incentives and tax holidays in foreign locations, and state income taxes (net of federal benefit).

The Company considers earnings from foreign subsidiaries to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes has been made for these earnings. Upon distribution of foreign subsidiary earnings in the form of dividends or otherwise, such distributed earnings would be reportable for U.S. income tax purposes (subject to adjustment for foreign tax credits). Determination of the amount of any unrecognized deferred tax liability on these undistributed earnings is not practicable.

The Company has been granted certain tax incentives, including tax holidays, for its subsidiaries in China, Malaysia and Thailand that will expire at various dates, unless extended or otherwise renegotiated, through 2015 in China and Malaysia and 2026 in Thailand, and are subject to certain conditions with which the Company expects to comply. The Company’s Chinese subsidiary had a tax incentive that expired at the end of 2012. During the first quarter of 2014, this tax incentive was extended until 2015 and was retroactively applied to the 2013 calendar year. The tax adjustment for the retroactive income tax incentive for 2013 totaling $1.2 million was recorded as of March 31, 2014. The net impact of all of these tax incentives was to lower income tax expense for the nine months ended September 30, 2014 and 2013 by approximately $10.0 million (approximately $0.18 per diluted share) and $4.5 million (approximately $0.08 per diluted share), respectively, as follows:

	Nine Months Ended
	September 30,
(in thousands)		2014		2013
China	$	2,321	$	-
Malaysia		1,731		1,024
Thailand		5,913		3,476
	$	9,965	$	4,500

As of September 30, 2014, the total amount of the reserve for uncertain tax benefits including interest and penalties was $21.3 million. The reserve is classified as a current or long-term liability in the consolidated balance sheet based on the Company’s expectation of when the items will be settled. The amount of accrued potential interest and penalties, respectively, on unrecognized tax benefits included in the reserve as of September 30, 2014, was $1.6 million and $1.6 million. No material changes affected the reserve during the nine months ended September 30, 2014. The Company’s Thailand subsidiary has filed for a refund of $8.0 million of previously paid income taxes applicable to the years 2004 and 2005, which is included in other assets. The Thai tax authorities conducted an initial examination of the applicable refund filings, and in 2011, the Company recorded a reserve for uncertain benefits of $7.1 million against this refund claim. In 2012, the Company received official notification that the tax authorities had rejected its refund claim. The Company has appealed the rejected claim and is awaiting the tax authorities’ decision.

The Company and its subsidiaries in Brazil, China, Ireland, Luxembourg, Malaysia, Mexico, the Netherlands, Romania, Singapore, Thailand and the United States remain open to examination by the various local taxing authorities, in total or in part, for fiscal years 2004 to 2013.

The Company is subject to examination by tax authorities for varying periods in various U.S. and foreign tax jurisdictions. In the second quarter of 2014, the Internal Revenue Service (IRS) initiated a federal income tax audit of the calendar year 2011 for the Company and its U.S. subsidiaries. During the course of such examinations, disputes may occur as to matters of fact or law. Also, in most tax jurisdictions, the passage of time without examination will result in the expiration of applicable statutes of limitations thereby precluding examination of the tax period(s) for which such statute of limitation has expired. The Company believes that it has adequately provided for its tax liabilities.

Note 8 – Segment and Geographic Information

The Company currently has manufacturing facilities in the United States, Mexico, Asia and Europe. The Company is operated and managed geographically, and management evaluates performance and allocates the Company’s resources on a geographic basis. Intersegment sales are generally recorded at prices that approximate arm’s length transactions. Operating segments’ measure of profitability is based on income from operations. The accounting policies for the reportable operating segments are the same as for the Company taken as a whole. The Company has three reportable operating segments: the Americas, Asia and Europe. Information about operating segments was as follows:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(in thousands)			2014		2013		2014		2013
Net sales:
	Americas	$	426,060	$	358,199	$	1,278,430	$	1,017,025
	Asia		288,962		223,463		796,356		685,139
	Europe		39,613		31,360		110,296		106,120
	Elimination of intersegment sales		(23,333)		(13,364)		(97,568)		(58,660)
		$	731,302	$	599,658	$	2,087,514	$	1,749,624

Depreciation and amortization:
	Americas	$	5,593	$	4,281	$	15,542	$	12,260
	Asia		4,385		4,193		12,796		12,772
	Europe		738		690		2,216		2,011
	Corporate		1,070		896		3,431		2,592
		$	11,786	$	10,060	$	33,985	$	29,635

Income from operations:
	Americas	$	9,186	$	15,104	$	44,272	$	34,411
	Asia		21,449		23,305		57,771		43,421
	Europe		2,739		1,266		4,985		6,897
	Corporate and intersegment eliminations		(11,459)		(10,202)		(35,537)		(28,480)
		$	21,915	$	29,473	$	71,491	$	56,249

Capital expenditures:
	Americas	$	4,771	$	5,404	$	28,139	$	12,500
	Asia		607		1,003		4,313		4,085
	Europe		807		122		3,375		1,622
	Corporate		132		307		787		1,940
		$	6,317	$	6,836	$	36,614	$	20,147

						September 30,		December 31,
							2014		2013
Total assets:
	Americas					$	722,747	$	702,378
	Asia						752,896		658,668
	Europe						219,287		255,644
	Corporate and other						33,061		40,681
						$	1,727,991	$	1,657,371

Geographic net sales information reflects the destination of the product shipped. Long-lived assets information is based upon the physical location of the asset.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
(in thousands)			2014		2013		2014		2013
Geographic net sales:
	United States	$	535,786	$	367,052	$	1,520,192	$	1,171,848
	Asia		98,432		167,454		282,873		373,426
	Europe		64,493		46,516		201,344		156,697
	Other Foreign		32,591		18,636		83,105		47,653
		$	731,302	$	599,658	$	2,087,514	$	1,749,624

						September 30,		December 31,
							2014		2013
Long-lived assets:
	United States					$	95,019	$	96,287
	Asia						92,591		98,816
	Europe						9,412		10,333
	Other						29,383		20,634
						$	226,405	$	226,070

Note 9 – Supplemental Cash Flow and Non-Cash Information
The following information concerns supplemental disclosures of cash payments.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)		2014		2013		2014		2013
Income taxes paid (refunded), net	$	(751)	$	34	$	4,342	$	5,686
Interest paid		447		432		1,313		1,270

During the nine months ended September 30, 2013, the Company recognized a non-cash asset impairment charge of $3.8 million related to its facility in Tianjin, China that is being held for sale based on market activity. Also during the nine months ended September 30, 2013, the Company disposed of a non-manufacturing facility in Thailand for $1.6 million resulting in a gain of $1.2 million.

Note 10 – Contingencies

The Company is involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

For the three months ended September 30, 2014, the Company incurred a $5.0 million charge ($0.09 per share) for the write-down of inventory ($2.3 million) and provisions to accounts receivable ($2.7 million) associated with the October 6, 2014 bankruptcy filing of GT Advanced Technologies. The Company’s actual loss may differ from these amounts and management continues to monitor this situation closely.

Note 11 – Impact of Recently Enacted Accounting Standards

In May 2014, the Financial Accounting Standards Board issued a new standard that will supersede most of the existing revenue recognition requirements in current U.S. GAAP. The new standard will require companies to recognize revenue in an amount reflecting the consideration to which they expect to be entitled in exchange for transferring goods or services to a customer. The new standard will also require significantly expanded disclosures regarding the qualitative and quantitative information of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new

standard will be effective for reporting periods beginning after December 15, 2016, and will permit the use of either the retrospective or cumulative effect transition method, with early application not permitted. The Company will adopt the new standard effective January 1, 2017, and is currently evaluating the impact the pronouncement will have on its consolidated financial statements and related disclosures and has not yet selected a transition method. As the new standard will supersede all existing revenue guidance affecting the Company under U.S. GAAP, it could impact revenue and cost recognition on contracts across all its business segments, in addition to its business processes and information technology systems. As a result, the Company’s evaluation of the effect of the new standard will likely extend over several future periods.

The Company has determined that no other recently issued accounting standards will have a material impact on its consolidated financial position, results of operations or cash flows, or apply to its operations.

Note 12 – Restructuring Charges

The Company has undertaken initiatives to restructure its business operations to improve utilization and realize cost savings. These initiatives have included changing the number and location of production facilities, largely to align capacity and infrastructure with current and anticipated customer demand. This alignment includes transferring programs from higher cost geographies to lower cost geographies. The process of restructuring entails, among other activities, moving production between facilities, reducing staff levels, realigning our business processes and reorganizing our management.

The Company recognized restructuring charges during 2014 , 2013 and 2012 primarily related to the closure of facilities, capacity reduction and reductions in workforce in certain facilities across various regions.

The following table summarizes the 2014 activity in the accrued restructuring balances related to the various restructuring activities initiated prior to September 30, 2014:

			Balance as of								Foreign		Balance as of
			December 31,		Restructuring		Cash		Non-Cash		Exchange		September 30,
(in thousands)			2013		Charges		Payment		Activity		Adjustments		2014
2014 Restructuring:
	Severance	$	-	$	614	$	(614)	$	-	$	-	$	-
	Other exit costs		-		3		(3)		-		-		-
			-		617		(617)		-		-		-
2013 Restructuring:
	Severance		120		87		(193)		-		(14)		-
	Other exit costs		833		(75)		(453)		(344)		39		-
			953		12		(646)		(344)		25		-

2012 Restructuring:
	Severance		34		45		(79)		-		-		-
	Other exit costs		104		(61)		(31)		-		(12)		-
			138		(16)		(110)		-		(12)		-
Total		$	1,091	$	613	$	(1,373)	$	(344)	$	13	$	-

Note 13 – Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-tier fair value hierarchy of inputs is employed to determine fair value measurements.

· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities.

· Level 2 inputs are observable prices that are not quoted on active exchanges, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

· Level 3 inputs are unobservable inputs employed for measuring the fair value of assets or liabilities.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The carrying amounts of cash equivalents, accounts receivable, accrued liabilities, accounts payable and capital lease obligations approximate fair value.

As of September 30, 2014, $1.3 million (par value) of long-term investments were recorded at fair value. The long-term investments consist of auction rate securities classified as available-for-sale. The contractual maturity of these securities exceeds ten years.

These long-term investments were valued using Level 3 inputs as of September 30, 2014 since the assets were subject to valuation using significant unobservable inputs. The Company estimated the fair value of each security with the assistance of an independent valuation firm using a discounted cash flow model to calculate the present value of projected cash flows based on a number of inputs and assumptions, including the security structure and terms, the current market conditions and the related impact on the expected weighted-average life, interest rate estimates and default risk of the securities.

As of September 30, 2014, the Company had recorded an unrealized loss of $0.1 million on the long-term investments based upon this valuation. This unrealized loss reduced the fair value of the Company’s auction rate securities as of September 30, 2014 to $1.2 million. These investments have been in an unrealized loss position for greater than 12 months. The Company determined that there was no credit loss associated with its auction rate securities as of September 30, 2014 as shown by the cash flows expected to be received over the remaining life of the securities.

The following table provides a reconciliation of the beginning and ending balance of the Company’s auction rate securities classified as long-term investments measured at fair value using significant unobservable inputs (Level 3 inputs):

(in thousands)		2014		2013
Balance as of January 1	$	9,921	$	10,324
Net unrealized gains included in other comprehensive loss		1,342		318
Sales of investments at par value		(10,056)		(25)
Balance as of September 30	$	1,207	$	10,617

Unrealized losses still held as of September 30	$	91	$	1,533

The cumulative unrealized loss is included as a component of accumulated other comprehensive loss within shareholders’ equity in the accompanying consolidated balance sheet. As of September 30, 2014, there were no long-term investments measured at fair value using Level 1 or Level 2 inputs. All income generated from these investments is recorded as interest income.

Note 14 – Thailand Flood Related Items

The Company’s facilities in Ayudhaya, Thailand were flooded and remained closed from October 13, 2011 to December 20, 2011. As a result of the flooding and temporary closing of these facilities, the Company incurred property losses and flood related costs during 2012 and 2011, which were partially offset by insurance recoveries . During the quarter ended March 31, 2014, Thailand flood related items resulted in a gain of $1.6 million of insurance proceeds. The recovery process with the insurance carriers was completed in the first quarter of 2014.

As a result of the flooding, the Company has been unable to renew or otherwise obtain adequate cost-effective flood insurance to cover assets at its facilities in Thailand. The Company continues to monitor the insurance market in Thailand. In the event the Company experiences a significant uninsured loss in Thailand or elsewhere, it could have a material adverse effect on its business, financial condition and results of operations.

Note 15 – Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component are as follows:

			Foreign		Unrealized
			currency		loss on
			translation		investments,
(in thousands)			adjustments		net of tax		Other		Total
Balances, December 31, 2013		$	(8,090)	$	(1,433)	$	429	$	(9,094)
	Other comprehensive gain (loss) before
	reclassifications		(2,945)		1,342		-		(1,603)
	Amounts reclassified from accumulated
	other comprehensive loss		-		-		(23)		(23)
Net current period other comprehensive gain (loss)			(2,945)		1,342		(23)		(1,626)
Balances, September 30, 2014		$	(11,035)	$	(91)	$	406	$	(10,720)

Amounts reclassified from accumulated other comprehensive loss during the nine months ended September 30, 2014 affected selling, general and administrative expenses.

Note 16 – Acquisitions

On June 3, 2013, the Company acquired all of the outstanding common stock of Suntron Corporation (Suntron), an electronics manufacturing services (EMS) company headquartered in Phoenix, Arizona (the Suntron Acquisition) for $18.5 million in cash, as adjusted in accordance with the acquisition agreement. The Suntron Acquisition strengthened the Company’s capabilities and global reach to better serve customers in the aerospace and defense industries.

The allocation of the Suntron Acquisition net purchase price resulted in no goodwill. The final allocation of the purchase price, which the Company completed in June 2014, reflects a $0.8 million purchase price adjustment received during the quarter ended June 30, 2014.

The purchase price paid for Suntron has been allocated as follows (in thousands):

Purchase price paid	$	18,582
Cash acquired		(62)
Purchase price, net of cash received	$	18,520

Integration and acquisition-related costs for the nine months ended September 30, 2014	$	25

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	62
Accounts receivable		11,561
Inventories		14,570
Other current assets		1,072
Property, plant and equipment		1,437
Other assets		255
Deferred income taxes		3,893
Current liabilities		(13,987)
Other long-term liabilities		(281)
Total identifiable net assets	$	18,582

On October 2, 2013, the Company acquired all of the outstanding common stock of CTS Electronics Manufacturing Solutions, Inc. and CTS Electronics Corporation (Thailand) Ltd., the full-service EMS segment of CTS Corporation (CTS), for $75 million (the CTS Acquisition). The CTS Acquisition expanded the Company’s portfolio of customers in non-traditional and highly regulated markets and strengthened the depth and scope of the Company’s new product express capabilities on the West Coast.

Based on management’s estimates resulting from reviews of information obtained after the acquisition date that relates to facts and circumstances existing at the acquisition date, the purchase price allocation was adjusted resulting in additional goodwill during the nine months ended September 30, 2014 . See Note 4 to the condensed consolidated financial statements for additional information. The final allocation of the CTS Acquisition net purchase price resulted in $8.1 million of goodwill. The purchase price paid for CTS has been allocated as follows (in thousands):

Purchase price paid	$	75,982
Cash acquired		(981)
Purchase price, net of cash received	$	75,001

Integration and acquisition-related costs for the nine months ended September 30, 2014	$	5,538

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	981
Accounts receivable		32,480
Inventories		40,494
Other current assets		1,472
Property, plant and equipment		15,175
Goodwill		8,058
Customer relationships intangible		15,500
Other assets		129
Deferred income taxes		(1,620)
Current liabilities		(36,687)
Total identifiable net assets	$	75,982

The following summary pro forma condensed consolidated financial information reflects the Suntron and CTS Acquisitions as if they had occurred on January 1, 2012 for purposes of the 2013 statement of income. This summary pro forma information is not necessarily representative of what the Company’s results of operations would have been had these acquisitions occurred on January 1, 2012 and is not intended to project the Company’s results of operations for any future period.

Pro forma condensed consolidated financial information for the nine months ended September 30, 2013 (in thousands) (unaudited):


Net sales	$	1,936,302
Net income	$	34,530

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report to “the Company,” “Benchmark,” “we,” or “us” mean Benchmark Electronics, Inc. together with its subsidiaries. The following discussion and analysis contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will” or the negative of those terms or other variations of them or comparable terminology. In particular, statements, express or implied, concerning future operating results or the ability to generate sales, income or cash flow are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions, including those discussed under Part II, Item 1A of this report. The future results of our operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict. Undue reliance should not be placed on any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes, and our 2013 10-K.

OVERVIEW

We are a worldwide provider of integrated manufacturing services. We provide our services to OEMs of computers and related products for business enterprises, medical devices, industrial control equipment (including equipment for the aerospace and defense industry), testing and instrumentation products, and telecommunication equipment. The services that we provide are commonly referred to as electronics manufacturing services or EMS. We offer our customers comprehensive and integrated design and manufacturing services from initial product design to volume production, including direct order fulfillment and post deployment services. Our manufacturing and assembly operations include printed circuit boards and subsystem assembly, box build, and systems integration, which is the process of integrating subsystems and, often, downloading and integrating software, to produce a fully configured product. Our precision technology manufacturing capabilities complement our proven EMS expertise by providing further vertical integration of critical mechanical components. These capabilities include precision machining, advanced metal joining, and functional testing for multiple industries including medical, instrumentation, aerospace and semiconductor capital equipment. We also are able to provide specialized engineering services, including product design, prototyping, and test development. We believe that we have developed strengths in the manufacturing process for large, complex, high-density printed circuit boards as well as the ability to manufacture high and low volume products in lower cost regions such as China, Malaysia, Mexico, Romania and Thailand.

As our customers have continued to expand their globalization strategy, we have continued to make the necessary changes to align our business operations with their demand. In support of our growth, we make acquisitions from time to time that expand our global reach, customer access and product capabilities. We believe that our global manufacturing presence increases our ability to be responsive to our customers’ needs by providing accelerated time-to-market and time-to-volume production of high quality products. These capabilities enable us to build stronger strategic relationships with our customers and to become a more integral part of their operations. Our customers face challenges in planning, procuring and managing their inventories efficiently due to customer demand fluctuations, product design changes, short product life cycles and component price fluctuations. We employ production management systems to manage their procurement and manufacturing processes in an efficient and cost-effective manner so that, where possible,

components arrive on a just-in-time, as-and-when-needed basis. We are a significant purchaser of electronic components and other raw materials, and can capitalize on the economies of scale associated with our relationships with suppliers to negotiate price discounts, obtain components and other raw materials that are in short supply, and return excess components. Our expertise in supply chain management and our relationships with suppliers across the supply chain enable us to reduce our customers’ cost of goods sold and inventory exposure.

We recognize revenue from the sale of manufactured products built to customer specifications and excess inventory when title and risk of ownership have passed, the price to the buyer is fixed or determinable and collectibility is reasonably assured, which generally is when the goods are shipped. Revenue from design, development and engineering services is recognized when the services are performed and collectibility is reasonably certain. Such services provided under fixed price contracts are accounted for using the percentage-of-completion method. We generally assume no significant obligations after product shipment as we typically warrant workmanship only. Therefore, our warranty provisions are generally not significant.

Our cost of sales includes the cost of materials, electronic components and other items that comprise the products we manufacture, the cost of labor and manufacturing overhead and adjustments for excess and obsolete inventory. Our procurement of materials for production requires us to commit significant working capital to our operations and to manage the purchasing, receiving, inspection and stocking of materials. Although we bear the risk of fluctuations in the cost of materials and excess scrap, we periodically negotiate cost of materials adjustments with our customers. Our gross margin for any product depends on the sales price, the proportionate mix of the cost of materials in the product and the cost of labor and manufacturing overhead allocated to the product. We typically have the potential to realize higher gross margins on products where the proportionate level of labor and manufacturing overhead is greater than that of materials. As we gain experience in manufacturing a product, we usually achieve increased efficiencies, which result in lower labor and manufacturing overhead costs for that product and higher gross margins. Our operating results are impacted by the level of capacity utilization of our manufacturing facilities. Operating income margins typically improve during periods of high production volume and high capacity utilization. During periods of low production volume, we generally have idle capacity and reduced operating income margins.

Recent Acquisitions

On June 3, 2013, we completed the Suntron Acquisition, which strengthened our capabilities and global reach to better serve our customers in the aerospace and defense industries.

On October 2, 2013, we completed the CTS Acquisition, which expanded our portfolio of customers in non-traditional and highly regulated markets and strengthened the depth and scope of our new product express capabilities on the West Coast.

Summary of 2014 Results

Sales for the three months ended September 30, 2014, increased 22% to $731.3 million compared to $599.7 million for the same period of 2013. During the three months ended September 30, 2014, sales to customers in our various industry groups fluctuated from the comparable 2013 period as follows:

· computers and related products for business enterprises industry decreased by 14%,

· industrial control equipment industry increased by 20%,

· telecommunication equipment industry increased by 91%,

· medical devices industry increased by 12%, and

· testing and instrumentation products industry increased by 2%.

The overall increase in sales related primarily to increased demand from existing customers, including new programs, new customers and the impact of the CTS Acquisition.

Our future sales depend on the success of our customers, some of which operate in businesses associated with rapid technological change and consequent product obsolescence. Developments adverse to our major customers or their products, or the failure of a major customer to pay for components or services, could have an adverse effect on us. A substantial percentage of our sales have been made to a small number of customers, and the loss of a major customer, if not replaced, would adversely affect us. Sales to our ten largest customers represented 51% and 52% of our sales in the three months ended September 30, 2014 and 2013 , respectively. Sales to our two largest customers, which individually accounted for greater than 10% of our net sales, represented 25% of our sales during three months ended September 30, 2014. In 2013, our largest customer, the only customer to account for greater than 10% of our net sales, represented 15% of our sales during the three months ended September 30, 2013.

For the three months ended September 30, 2014, we incurred a $2.3 million charge for the write-down of inventory associated with the bankruptcy filing of GT Advanced Technologies on October 6, 2014. Including the inventory charge, gross profit as a percentage of sales was 7.6% for the three months ended September 30, 2014. Excluding this inventory charge, gross profit as a percentage of sales increased to 7.9% for three months ended September 30, 2014 from 7.6% for the same period of 2013, primarily due to higher sales volumes, changes in the mix of programs and the impact of the CTS Acquisition. We experience fluctuations in gross profit from period to period. Different programs contribute different gross profits depending on factors such as the types of services involved, location of production, size of the program, complexity of the product and level of material costs associated with the various products. Moreover, new programs can contribute relatively less to our gross profit in their early stages when manufacturing volumes are usually lower, resulting in inefficiencies and unabsorbed manufacturing overhead costs. In addition, a number of our new and higher volume programs remain subject to competitive constraints that could exert downward pressure on our margins. During periods of low production volume, we generally experience idle capacity and reduced gross profit.

Selling, general and administrative expenses (SG&A) increased by 27% to $31.2 million in the third quarter of 2014 compared to $24.5 million in the same quarter of 2013. These increases were primarily attributable to the Suntron and CTS Acquisitions, support of increased sales volumes and a $2.7 million charge for provisions to accounts receivable associated with the GT Advance Technologies bankruptcy filing. Including the provisions to accounts receivable associated with the referenced bankruptcy, SG&A as a percentage of sales was 4.3% for the three months ended September 30, 2014. Excluding the provisions to accounts receivable associated with the referenced bankruptcy, SG&A, as a percentage of sales, decreased to 3.9% for the third quarter of 2014 from 4.1% from the same quarter of 2013. The decrease in SG&A as a percentage of sales related primarily to the increased sales volumes.

We have undertaken initiatives to restructure our business operations with the intention of improving utilization and realizing cost savings. During the nine months ended September 30, 2014, we recognized $6.2 million of restructuring charges and integration and acquisition-related costs, primarily related to integration costs of the CTS Acquisition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Our significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements included in our 2013 10-K . See Note 11 to the Condensed Consolidated Financial Statements for a discussion of recently enacted accounting principles.

RESULTS OF OPERATIONS

The following table presents the percentage relationship that certain items in our Condensed Consolidated Statements of Income bear to sales for the periods indicated. The financial information and the discussion below should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto in Item 1 of this report.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
			2014		2013		2014		2013
Sales			100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales			92.4		92.4		92.1		92.8
	Gross profit		7.6		7.6		7.9		7.2
Selling, general and administrative expenses			4.3		4.1		4.2		4.0
Restructuring charges and integration
and acquisition-related costs			0.3		0.2		0.3		0.4
Asset impairment charge and other			-		0.0		-		0.1
Thailand flood related items			-		(1.6)		(0.1)		(0.6)
	Income from operations		3.0		4.9		3.4		3.2
Other income, net			(0.1)		0.1		(0.0)		0.0
	Income before income taxes		2.9		5.0		3.4		3.2
Income tax expense			0.5		1.1		0.6		0.7
	Net income		2.3	%	4.0	%	2.8	%	2.5	%

Sales

Sales for the third quarter of 2014 were $731.3 million, a 22% increase from sales of $599.7 million for the same quarter in 2013 . Sales for the first nine months of 2014 were $2.1 billion, a 19% increase from sales of $1.7 billion for the same period in 2013 . The increase in sales resulted primarily from increased demand from existing customers, including new programs, new customers and the impact of the Suntron and CTS Acquisitions. The following table sets forth, for the periods indicated, the percentages of our sales by industry sector.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
			2014		2013		2014		2013
Computers and related products for business
	enterprises		21	%	30	%	21	%	28	%
Industrial control equipment			30		31		29		29
Telecommunication equipment			32		20		29		23
Medical devices			10		11		11		12
Testing and instrumentation products			7		8		10		8
			100	%	100	%	100	%	100	%

Computers and Related Products for Business Enterprises Sales to customers in the computers and related products for business enterprises industry for the third quarter of 2014 decreased 14% to $155.5 million from $180.6 million for the same quarter of 2013, and decreased 12% to $433.9 million during the first nine months of 2014 from $494.3 million in the same period of 2013. The decrease is primarily due to the timing of program transitions as well as lower demand from our customers.

Industrial Control Equipment Sales to customers in the industrial control equipment industry (including equipment for the aerospace and defense industry) for the third quarter of 2014 increased 20% to $219.0 million from $181.9 million for the same quarter of 2013, and increased 20% to $615.9 million during the first nine months of 2014 from $512.9 million in the same period of 2013, primarily as a result of increased demand from existing customers, including new programs, and the impact of the Suntron and CTS Acquisitions.

Telecommunication Equipment Sales to customers in the telecommunication equipment industry for the third quarter of 2014 increased 91% to $230.8 million from $120.7 million for the same quarter of 2013, and increased 52% to $605.5 million during the first nine months of 2014 from $397.3 million in the same period of 2013 . The increase is primarily due to new programs, increased demand from existing customers and the impact of the CTS Acquisition.

Medical Devices Sales to customers in the medical devices industry for the third quarter of 2014 increased 12% to $76.0 million from $67.6 million for the same quarter of 2013, and increased 10% to $229.9 million during the first nine months of 2014 from $208.9 million in the same period of 2013, primarily as a result of new programs, and, to a lesser extent, the impact of the CTS Acquisition .

Testing and Instrumentation Products Sales to customers in the testing and instrumentation products industry for the third quarter of 2014 increased 2% to $50.0 million from $48.8 million for the same quarter of 2013, and increased 49% to $202.3 million during the first nine months of 2014 from $136.2 million in the same period of 2013 due to new programs, slight improvement in the semiconductor industry, and the impact of the Suntron Acquisition .

Sales to our ten largest customers represented 51% and 52% of our sales in the nine months ended

September 30, 2014 and 2013 , respectively. Sales to our two largest customers, which individually accounted for greater than 10% of our net sales, represented 23% of our sales during the nine months ended September 30, 2014. In 2013, our largest customer, the only customer to account for greater than 10% of our net sales, represented 16% of our sales during the nine months ended September 30, 2013.

Our international operations are subject to the risks of doing business abroad. See Part I, Item 1A of our 2013 10-K for factors pertaining to our international sales and fluctuations in the exchange rates of foreign currency and for further discussion of potential adverse effects in operating results associated with the risks of doing business abroad. During the first nine months of both 2014 and 2013, 52% of our sales were from our international operations.

Gross Profit

Gross profit increased 22% to $55.3 million for the three months ended September 30, 2014 from $45.4 million in the same quarter of 2013, and increased 30% to $164.2 million for the nine months ended September 30, 2014 from $126.6 million in the same period of 2013. For the three months ended September 30, 2014, we incurred a $2.3 million charge for the write-down of inventory associated with the bankruptcy of GT Advanced Technologies. Including the inventory charge, gross profit as a percentage of sales was 7.6% for the three months ended September 30, 2014, and 7.9% for the nine months ended September 30, 2014. Excluding this inventory charge, gross profit as a percentage of sales increased to 7.9% for the three months ended September 30, 2014 from 7.6% in the same period of 2013, and increased to 8.0% for the nine months ended September 30, 2014 from 7.2% in the same period of 2013. These increases are primarily due to higher sales volumes, changes in the mix of programs and the impact of the acquisitions. We experience fluctuations in gross profit from period to period. Different programs contribute different gross profits depending on factors such as the types of services involved, location of production, size of the program, complexity of the product and level of material costs associated with the various products. Moreover, new programs can contribute relatively less to our gross profit in their early stages when manufacturing volumes are usually lower, resulting in inefficiencies and unabsorbed manufacturing overhead costs. In addition, a number of our new and higher volume programs remain subject to competitive constraints that could exert downward pressure on our margins. During periods of low production volume, we generally have idle capacity and reduced gross profit.

Selling, General and Administrative Expenses

SG&A increased by 27% to $31.2 million in the third quarter of 2014 compared to $24.5 million in the same quarter of 2013, and increased by 25% to $88.1 million in the first nine months of 2014 compared to $70.2 million in the same period of 2013. These increases were primarily attributable to the Suntron and CTS Acquisitions, support of increased sales volumes and a $2.7 million charge for provisions to accounts receivable associated with the GT Advance Technologies bankruptcy filing. Including the provisions to accounts receivable associated with the referenced bankruptcy, SG&A as a percentage of sales was 4.3% for the three months ended September 30, 2014 and 4.2% for the nine months ended September 30, 2014. Excluding the provisions to accounts receivable associated with the referenced bankruptcy, SG&A, as a percentage of sales, decreased to 3.9% for the third quarter of 2014 from 4.1% from the same quarter of 2013. The decrease in SG&A as a percentage of sales related primarily to the increased sales volumes. Excluding the provisions to accounts receivable associated with the referenced bankruptcy, SG&A, as a percentage of sales, was 4.1% and 4.0%, respectively, for the first nine months of 2014 and 2013, respectively. The increase in SG&A as a percentage of sales related primarily to the impact of the Suntron and CTS Acquisitions.

Restructuring Charges and Integration and Acquisition-Related Costs

During the nine months ended September 30, 2014, we recognized $6.2 million of restructuring charges and integration and acquisition-related costs, primarily related to integration costs of the CTS Acquisition. See Note 12 and Note 16 to the Condensed Consolidated Financial Statements in Item 1 of this report.

Thailand Flood Related Items

During the three months ended March 31, 2014, we received $1.6 million of insurance proceeds. The recovery process with our insurance carriers is complete. See Note 14 to the Condensed Consolidated Financial Statements in Item 1 of this report.

Income Tax Expense

Income tax expense of $12.4 million represented an effective tax rate of 17.5% for the nine months ended September 30, 2014, compared with $12.7 million that represented an effective tax rate of 22.6% for the same period in 2013. We had a tax incentive in China that expired at the end of 2012, but was extended in the first quarter of 2014 until 2015 and retroactively applied to the 2013 calendar year. The tax adjustment for the $1.2 million retroactive incentive for 2013 was recorded as a discrete tax benefit as of March 31, 2014. In 2013, we recorded a discrete tax benefit of approximately $0.8 million related to the American Taxpayer Relief Act of 2012 (the ATRA) consisting of research and experimentation credits and decreases in U.S. taxable income related to previously taxed foreign transactions. The ATRA retroactively restored the research and experimentation credit and other U.S. income tax benefits for 2012 and extended these provisions through the end of 2013. Excluding these tax items, the effective tax rate would have been 19.2% in 2014 compared to 24.1% in 2013. The decrease in the effective tax rate results primarily from the new tax incentive granted in China for 2014 and higher taxable income in geographies with lower tax rates. We have been granted certain tax incentives, including tax holidays, for our subsidiaries in China, Malaysia and Thailand that will expire at various dates, unless extended or otherwise renegotiated, through 2015 in China and Malaysia, and 2026 in Thailand. See Note 7 to the Condensed Consolidated Financial Statements in Item 1 of this report.

Net Income

We reported net income of $58.4 million, or diluted earnings per share of $1.07 for the first nine months of 2014, compared with net income of $43.7 million, or diluted earnings per share of $0.80 for the same period of 2013. The net increase of $14.7 million from 2013 was primarily due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our growth and operations through funds generated from operations and proceeds from the sale and maturity of our investments. Cash and cash equivalents totaled $420.2 million at September 30, 2014 and $345.6 million at December 31, 2013, of which $362.4 million at September 30, 2014 and $307.3 million at December 31, 2013 was held outside the U.S. in various foreign subsidiaries. Substantially all of the amounts held outside of the U.S. are intended to be permanently reinvested in foreign operations. Under current tax laws and regulations, if cash and cash equivalents held outside the U.S. were to be distributed to the U.S. in the form of dividends or otherwise, we would be subject to additional U.S. income taxes and foreign withholding taxes.

Cash provided by operating activities was $113.9 million for the nine months ended September 30, 2014, which included $1.1 million of Thailand flood insurance recoveries. The cash provided by operations during 2014 consisted primarily of $58.4 million of net income adjusted for $34.0 million of depreciation and amortization, a $24.7 million decrease in accounts receivable and a $17.5 million increase in accounts payable offset by a $38.6 million increase in inventories. The decrease in accounts receivable was primarily driven by the fluctuation of sales from the fourth quarter of 2013 to the third quarter of 2014. Inventories have increased in support of higher business levels in 2014. Working capital was $1,005.5 million at

September 30, 2014 and $944.5 million at December 31, 2013.

We are continuing the practice of purchasing components only after customer orders or forecasts are received, which mitigates, but does not eliminate, the risk of loss on inventories. Supplies of electronic components and other materials used in operations are subject to industry-wide shortages. In certain instances, suppliers may allocate available quantities to us. If shortages of these components and other material supplies used in operations occur, vendors may not ship the quantities we need for production and we may be forced to delay shipments, which would increase backorders and therefore impact cash flows.

Cash used in investing activities was $24.6 million for the nine months ended September 30, 2014 primarily due to purchases of additional property, plant and equipment totaling $35.7 million offset by $10.1 million from the redemptions of investments. Purchases of additional property, plant and equipment were primarily of machinery and equipment in the Americas.

Cash used in financing activities was $13.2 million for the nine months ended September 30, 2014. Share repurchases totaled $25.0 million, and we received $11.7 million from the exercise of stock options.

Under the terms of the Credit Agreement, we have a $200.0 million five-year revolving credit facility to be used for general corporate purposes with a maturity date of July 30, 2017. The Credit Agreement includes an accordion feature pursuant to which total commitments under the facility may be increased by an additional $100 million, subject to satisfaction of certain conditions and lender approval. Interest on outstanding borrowings under the Credit Agreement is payable quarterly, at our option, at LIBOR plus 1.75% to 2.75% or a prime rate plus 0.75% to 1.75%, based upon our leverage ratio as specified in the Credit Agreement. A commitment fee of 0.30% to 0.40% per annum (based upon our liquidity ratio) on the unused portion of the revolving credit line is payable quarterly in arrears. As of September 30, 2014 and December 31, 2013, we had no borrowings outstanding under the Credit Agreement, $1.2 million and $0.8 million, respectively, in outstanding letters of credit and $198.8 million and $199.2 million, respectively, was available for future borrowings.

The Credit Agreement is secured by our domestic inventory and accounts receivable, 100% of the stock of our domestic subsidiaries, 65% of the voting capital stock of each direct foreign subsidiary, and substantially all of our and our domestic subsidiaries’ other tangible and intangible assets. The Credit Agreement contains customary financial covenants as to debt leverage and fixed charges, and restricts our ability to incur additional debt, pay dividends, repurchase shares, sell assets and merge or consolidate with other persons. As of both September 30, 2014 and December 31, 2013, we were in compliance with all of these covenants and restrictions.

Our operations, and the operations of businesses we acquire, are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management, health and safety matters. We believe we operate in substantial compliance with all applicable requirements and we seek to ensure that newly acquired businesses comply or will comply substantially with applicable requirements. To date, the costs of compliance and workplace and environmental remediation have not been material to us. However, material costs and liabilities may arise from these requirements or from new, modified or more stringent requirements in the future. In addition, our past, current and future operations, and the operations of businesses we have or may acquire, may give rise to claims of exposure by employees or the public, or to other claims or liabilities relating to environmental, waste management or health and safety concerns.

As of September 30, 2014, we had cash and cash equivalents totaling $420.2 million and $198.8 million available for borrowings under the Credit Agreement. During the next twelve months, we believe our capital expenditures will be approximately $45 million to $55 million, principally for machinery and

equipment to support our ongoing business around the globe.

On June 13, 2012, our Board of Directors approved the repurchase of up to $100 million of our outstanding common shares (the 2012 Repurchase Program). As of September 30, 2014, we had $21.8 million remaining under the 2012 Repurchase Program. We are under no commitment or obligation to repurchase any particular amount of common shares. Management believes that our existing cash balances and funds generated from operations will be sufficient to permit us to meet our liquidity requirements over the next 12 months. Management further believes that our ongoing cash flows from operations and any borrowings we may incur under our credit facilities will enable us to meet operating cash requirements in future years. Should we desire to consummate significant acquisition opportunities, our capital needs would increase and could possibly result in our need to increase available borrowings under our Credit Agreement or access public or private debt and equity markets. There can be no assurance, however, that we would be successful in raising additional debt or equity on terms that we would consider acceptable.

CONTRACTUAL OBLIGATIONS

We have certain contractual obligations for operating leases that were summarized in a table of Contractual Obligations in our 2013 10-K . There have been no material changes to our contractual obligations, outside of the ordinary course of our business, since December 31, 2013.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2014, we did not have any significant off-balance sheet arrangements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Our international sales comprise a significant portion of our net sales. We are exposed to risks associated with operating internationally, including:

• Foreign currency exchange risk

• Import and export duties, taxes and regulatory changes;

• Inflationary economies or currencies; and

• Economic and political instability.

Additionally, some of our operations are in developing countries. Certain events, including natural disasters, can impact the infrastructure of a developing country more severely than they would impact the infrastructure of a developed country. A developing country can also take longer to recover from such events, which could lead to delays in our ability to resume full operations.

We do not use derivative financial instruments for speculative purposes. As of September 30, 2014, we did not have any foreign currency hedges. In the future, significant transactions involving our international operations may cause us to consider engaging in hedging transactions to attempt to mitigate our exposure to fluctuations in foreign exchange rates. These exposures relate primarily to vendor payments and customer receivable balances in currencies other than the primary currency generated and used by our foreign operations and our net investment in foreign operations. Some of our international operations operate in a natural hedge because both operating expenses and a portion of sales are denominated in local currency. Our sales are substantially denominated in U.S. dollars. Our foreign currency cash flows are generated in certain Asian and European countries and Mexico.

We are also exposed to market risk for changes in interest rates, a portion of which relates to our invested cash balances. We do not use derivative financial instruments in our investing activities. We place cash and cash equivalents and investments with various major financial institutions. We protect our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by generally investing in investment grade securities. As of September 30, 2014, the outstanding amount in the long-term investment portfolio included $1.3 million (par value) of auction rate securities with an average annual return of approximately 0.17%.

Item 4 – Controls and Procedures

Our management has evaluated, with the participation of our CEO and CFO, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon their evaluation, our CEO and CFO have concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is appropriately accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item is the information concerning the Evaluation referred to in the Section 302 Certifications, and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position or results of operations.

Item 1A. Risk Factors

There are no material changes to the risk factors set forth in Part I, Item 1A of our 2013 10-K .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information about the Company’s repurchases of its equity securities that are registered pursuant to Section 12 of the Exchange Act during the quarter ended September 30, 2014, at a total cost of $13.2 million:

ISSUER PURCHASES OF EQUITY SECURITIES
						(d) Maximum
				(c) Total		Number (or
				Number of		Approximate
				Shares		Dollar Value)
				Purchased as		of Shares that
				Part of		May Yet Be
	(a) Total			Publicly		Purchased
	Number of		(b) Average	Announced		Under the
	Shares		Price Paid per	Plans or		Plans or
Period	Purchased ⁽¹⁾		Share ⁽²⁾	Programs		Programs ⁽³⁾
July 1 to 31, 2014	89,600	$	24.61	89,600	$	32.8 million
August 1 to 31, 2014	212,500	$	24.35	212,500	$	27.6 million
September 1 to 30, 2014	242,500	$	23.76	242,500	$	21.8 million
Total	544,600	$	24.13	544,600

⁽¹⁾ All share repurchases were made on the open market.

⁽²⁾ Average price paid per share is calculated on a settlement basis and excludes commission.

⁽³⁾ On June 13, 2012, the Board of Directors approved the repurchase of up to $100 million of our outstanding common shares. Share purchases may be made in the open market, in privately negotiated transactions or block transactions, at the discretion of the Company’s management and as market conditions warrant. Purchases are funded from available cash and may be commenced, suspended or discontinued at any time without prior notice. Shares repurchased under the program are retired.

Item 5. Other

On November 4, 2014, the Company restated its certificate of formation (formerly articles of incorporation) to incorporate amendments previously approved by shareholders. The restatement did not further amend the certificate.

Also on November 4, 2014, the Board of Directors approved the amendment and restatement of the Company’s bylaws to comport with the Texas Business Organizations Code. A number of technical and conforming changes were made to the bylaws, which were not substantive; the section providing for the indemnification of the Company’s officers and directors was also modified to clarify the Company’s responsibilities and to otherwise conform the section to the Texas Business Organizations Code.

Item 6. Exhibits

3.1*	Restated Certificate of Formation (formerly Articles of Incorporation) of the Company dated November 4, 2014
3.2*	Amended and Restated Bylaws of the Company dated November 4, 2014
4.1*	Specimen form of certificate evidencing the Common Shares
10.1*	Form of Indemnity Agreement between the Company and its directors and officers
31.1*	Section 302 Certification of Chief Executive Officer
31.2*	Section 302 Certification of Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer
101.INS ⁽¹⁾	XBRL Instance Document
101.SCH ⁽¹⁾	XBRL Taxonomy Extension Schema Document
101.CAL ⁽¹⁾	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB ⁽¹⁾	XBRL Taxonomy Extension Label Linkbase Document
101.PRE ⁽¹⁾	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF ⁽¹⁾	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

⁽¹⁾ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is not deemed filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

SIGNATURES

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 thereunto duly authorized on November 6, 2014 .

	BENCHMARK ELECTRONICS, INC.
	(Registrant)
	By: /s/ Gayla J. Delly
	Gayla J. Delly
	President and Chief Executive Officer
	(Principal Executive Officer)


	By: /s/ Donald F. Adam
	Donald F. Adam
	Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit

3.1*	Restated Certificate of Formation (formerly Articles of Incorporation) of the Company dated November 4, 2014
3.2*	Amended and Restated Bylaws of the Company dated November 4, 2014
4.1*	Specimen form of certificate evidencing the Common Shares
10.1*	Form of Indemnity Agreement between the Company and its directors and officers
31.1*	Section 302 Certification of Chief Executive Officer
31.2*	Section 302 Certification of Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer
101.INS(1)	XBRL Instance Document
101.SCH(1)	XBRL Taxonomy Extension Schema Document
101.CAL(1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB(1)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(1)	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF(1)	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION

BENCHMARK ELECTRONICS, INC.

THESE RESTATED ARTICLES OF INCORPORATION (“ Restated Articles of Incorporation ”) of Benchmark Electronics, Inc., a Texas corporation (the “ Corporation ”), are made and filed effective as of November 4, 2014 (the “ Effective Date ”) by the undersigned qualified officer of the Corporation.

1. The file number issued to the Corporation by the Secretary of State of the State of Texas is 58269100. The name of the Corporation is Benchmark Electronics, Inc. The Corporation is a for-profit corporation. The Corporation was formed on October 21, 1981.

2. These Restated Articles of Incorporation do not make any new amendments to the Articles of Incorporation being restated. These Restated Articles of Incorporation accurately state the text of the Articles of Incorporation being restated, as amended, restated and corrected, except for the information permitted to be omitted by the provisions of the Texas Business Organizations Code (the “ Code ”) applicable to the Corporation.

3. These Restated Articles of Incorporation have been approved in the manner required by the Code and by the governing documents of the Corporation.

4. These Restated Articles of Incorporation become effective when filed by the Secretary of State of the State of Texas.

5. The Corporation’s Restated Articles of Incorporation are attached hereto.

IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of Incorporation to be effective as of the Effective Date.

	By: /s/ Scott R. Peterson
	Scott R. Peterson
	Vice President, General Counsel & Secretary

RESTATED ARTICLES OF INCORPORATION

BENCHMARK ELECTRONICS, INC.

Article 1

The name of the Corporation is Benchmark Electronics, Inc.

Article 2

The period of duration of the Corporation is perpetual.

Article 3

The purpose for which the Corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

Article 4

Section 4.1. Authorized Shares. The aggregate number of shares that the Corporation shall have authority to issue is 150,000,000, which shall consist of 145,000,000 shares of Common Stock, par value $0.10 per share, and 5,000,000 shares of Preferred Stock, par value $0.10 per share.

Section 4.2. Preferred Stock. The shares of Preferred Stock may be divided into and issued in series. The Board of Directors shall have the authority to establish series of unissued shares of Preferred Stock by fixing the relative rights and preferences of the shares of any series so established, and to increase or decrease the number of shares of any series so established, and to increase or decrease the number of shares within each such series; provided, however, that the Board of Directors may not decrease the number of shares within a series of Preferred Stock to less than the number of shares within such series that are then issued. The Preferred Stock of each such series shall have such designations, preferences, limitations, or relative rights, as shall be set forth in the resolution or resolutions establishing such series adopted by the Board of Directors.

Section 4.3. Voting Rights . Except as otherwise expressly provided in any resolution or resolutions adopted by the Board of Directors establishing any series of Preferred Stock, the exclusive voting power of the Corporation shall be vested in the Common Stock. Except as expressly provided in such resolution or resolutions, or as otherwise provided by the Texas Business Corporation Act, each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.

Section 4.4. Denial of Preemptive Rights and Cumulative Voting . No Shareholder shall have any preemptive right whatsoever. Cumulative voting shall not be permitted.

Article 5

The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of $1,000, consisting of money paid, labor done or property actually received.

Article 6

Section 6.1. Quorum Requirement. A quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy.

Section 6.2. Voting Requirement. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Texas Business Corporation Act, the act of the shareholders shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

With respect to the election of directors, a director shall be elected only if the director receives the vote of the holders of a majority of the shares entitled to vote in the election of directors and represented in person or by proxy at a meeting of shareholders at

which a quorum is present.

With respect to any matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Texas Business Corporation Act, the act of the shareholders on that matter shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter, rather than the affirmative vote otherwise required by the Texas Business Corporation Act.

Article 7

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation's directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the shareholders.

Article 8

Section 8.1. Limitation of Liability. A director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except to the extent that such exemption from liability is not authorized by the applicable provisions of the Texas Miscellaneous Corporation Laws Act or any successor or replacement statute, as the same now exists or may be amended hereafter.

Section 8.2. Repeal or Modification. Any repeal or modification or the provisions of Section 8.1 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Article 9

The street address of the registered office of the Corporation is 1999 Bryan St., Ste. 900, Dallas, TX 75201-3136, and the name of its registered agent at such address is C T Corporation System.

Article 10

The current number of directors constituting the Board of Directors is eight, and the names and addresses of the persons who currently are serving as directors until the next annual meeting of the shareholders, and until their successors have been elected and qualified are as follows:

Name	Address
Peter G. Dorflinger	3000 Technology Drive Angleton, Texas 77515
Gayla J. Delly	3000 Technology Drive Angleton, Texas 77515
Michael R. Dawson	3000 Technology Drive Angleton, Texas 77515
Douglas G. Duncan	3000 Technology Drive Angleton, Texas 77515
Kenneth T. Lamneck	3000 Technology Drive Angleton, Texas 77515
David W. Scheible	3000 Technology Drive Angleton, Texas 77515
Bernee D. L. Strom	3000 Technology Drive Angleton, Texas 77515
Clay C. Williams	3000 Technology Drive Angleton, Texas 77515

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

BENCHMARK ELECTRONICS, INC.

A Texas Corporation

November 4, 2014

AMENDED AND RESTATED BYLAWS

BENCHMARK ELECTRONICS, INC.

ARTICLE 1

Offices and Agent

The Corporation may have such offices, either within or without the State of Texas, as the Board of Directors (the “ Board ”) may designate or as the business of the Corporation may require from time to time.

The registered office of the Corporation required by the Texas Business Organizations Code (the “ TBOC ”) to be maintained in the State of Texas may, but need not, be the same as the principal office in the State of Texas, as designated by the Board. The address of the registered office or the identity of the registered agent may be changed from time to time by the Board.

ARTICLE 2

Shareholders

Section 1. Annual Meeting . The annual meeting of the shareholders shall be held on such date in each year and at such time and place as may be determined by the Board, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated for the annual meeting of the shareholders or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2. Special Meetings . Special meetings of the shareholders may be called by (a) the Chief Executive Officer or the President, (b) the Board, (c) the Chief Executive Officer, the President or the Secretary at the request in writing of a majority of the Board, or (d) the Chief Executive Officer, the President or the Secretary at the request in writing of the holders of at least 10% of all the shares entitled to vote at the proposed special meeting. Any such request to call a special meeting of the shareholders shall state the purpose or purposes of such meeting.

Section 3. Place of Meeting . The Board may designate any place within or without the State of Texas as the place of meeting for any annual or special meeting of shareholders called by or at the request of the Board. If no designation is made, or if a special meeting is called otherwise than by or at the request of the Board, the place of meeting shall be the principal office of the Corporation in the State of Texas.

Section 4. Notice of Meeting . Written or printed notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, President, Secretary, or the officer or persons calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Attendance by a shareholder, whether in person or by proxy, at a shareholder’s meeting shall constitute a waiver of notice of such meeting of which such shareholder has had no notice.

The notice of any meeting of shareholders may be accompanied by a form of proxy and other proxy solicitation materials approved by the Board.

Section 5. Fixing Record Dates for Matters Other than Consents to Action . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the Board may provide that the share transfer records shall be closed for a stated period not to exceed, in any case, 60 days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be

closed for at least 10 days immediately preceding such meeting. In lieu of closing the share transfer records, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in the case of a meeting of shareholders, not less than 10 days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 5 , such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

Section 6. Fixing Record Dates for Consents to Action . Unless a record date shall have previously been fixed or determined pursuant to Section 5 of this Article 2 , whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than 10 days after, the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board and the prior action of the Board is not required by the TBOC, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or the Chief Executive Officer of the Corporation. If no record date shall have been fixed by the Board and prior action of the Board is required by the TBOC, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board adopts a resolution taking such prior action.

Section 7. Voting List . The officer or agent having charge of the share transfer records of the Corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list also shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer records shall be prima-facie evidence as to the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders. The failure to comply with the requirements of this Section 7 shall not affect the validity of any action taken at the meeting.

Section 8. Quorum of Shareholders . A quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy. Once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. The shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.

Section 9. Proxies . Any shareholder may vote either in person or by proxy executed in writing by the shareholder. A telegram, telex, cablegram or other form of electronic transmission, including telephonic transmission, by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section 9 . No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

Section 10. Voting Rights . Except as otherwise expressly provided in any resolution or resolutions adopted by the Board establishing any series of Preferred Stock, the exclusive voting power of the Corporation shall be vested in the Common Stock. Except as otherwise expressly provided in any such resolution or resolutions, or as otherwise provided by the TBOC, each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 11. Voting Requirement . With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the act of the shareholders

shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

With respect to the election of directors, a director shall be elected only if the director receives the vote of the holders of a majority of the shares entitled to vote in the election of directors and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

With respect to any matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the act of the shareholders on that matter shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter, rather than the affirmative vote otherwise required by the TBOC.

Section 12. Business at Meeting . To be properly brought before any meeting of shareholders for consideration, business must be (a) specified in the notice of meeting given pursuant to Section 4 of this Article 2 , (b) properly brought before the meeting by or at the direction of the Board, or (c) properly brought before the meeting by a shareholder.

If a shareholder desires to bring business before a meeting for consideration, the shareholder must submit a written notice of the proposed business to the Secretary as provided herein. In the case of the annual meeting of shareholders, the shareholder’s notice must be received at the principal office of the Corporation not less than 60 days in advance of the date of the Corporation’s notice of annual meeting given in connection with the previous year’s annual meeting of shareholders. If no such annual meeting was held in the previous year or the date of the current year’s annual meeting has been changed by more than thirty days from the date contemplated in the previous year’s notice of annual meeting, the shareholder’s notice must be received by the Corporation a reasonable period of time before the date of the Corporation’s notice of annual meeting for the current year and any accompanying solicitation of proxies are made. In the case of a special meeting of shareholders, the shareholder’s notice must be received at the principal office of the Corporation a reasonable period of time prior to the date of the meeting to allow sufficient time for the dissemination of information to the shareholders entitled to vote at such meeting; provided, however, that if at least 30 days’ notice of the meeting has been given to the shareholders, the shareholder’s notice must be received by the Corporation no later than 10 days prior to the date of the meeting.

A shareholder’s notice of proposed business shall set forth as to each matter that the shareholder proposes to bring before the meeting of shareholders the following information: (a) a brief description of the business proposed to be brought before the meeting and the reason or reasons for conducting such business at the meeting; (b) the name and address of the shareholder proposing such business; (c) the class, series (if applicable), and number of shares of the Corporation that such shareholder owns beneficially; (d) any material interest of the shareholder in the proposed business; and (e) if the business that the shareholder proposes to bring before the meeting of shareholders is the election to the Board of a person or persons to be nominated by or on behalf of the shareholder, the information set forth in Section 8 of Article 3 .

After receipt of the shareholder’s notice of proposed business but before the commencement of the meeting of shareholders, the Board, to the extent allowed by law, may consider the subject matter of the proposed business and the reason or reasons for conducting such business at the meeting to determine whether such business should be considered. Proposed business, notice of which is submitted by a shareholder in accordance with the foregoing procedures, shall be considered at the meeting of shareholders unless the Board determines that the proposed business should not be conducted at the meeting. If the business is not to be considered at the meeting, the Board shall notify the presiding officer of the meeting of such determination, and such presiding officer shall declare to the meeting that such proposed business is not properly before the meeting and will not be considered. In addition, with respect to any business proposed to be considered, the presiding officer of the meeting may determine that such business has not been brought properly before the meeting in accordance with the foregoing procedures and, if such determination is made, such proposed business will not be considered at the meeting.

Section 13. Actions Without Meeting . Any action required by the TBOC to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Section 13 , a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or principal executive officer of the Corporation.

A telegram, telex, cablegram or other form of electronic transmission by a shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this Section 13 .

Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

Section 14. Telephonic Meetings . Subject to the provisions required or permitted by the TBOC for notice of meetings, shareholders may participate in and hold a meeting of such shareholders by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and speak to each other.

ARTICLE 3

Board of Directors

Section 1. Power . The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of the Corporation.

Section 2. Number, Tenure and Qualifications . The Board shall consist of not less than 5 or more than 9 members. The number of directors may be increased above 9 or decreased below 5 from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. Subject to the foregoing and to any limitations specified by law or in the Articles of Incorporation, the number of directors may be increased or decreased by resolution adopted by a majority of the Board. Any directorship to be filled by reason of an increase in the number shall be filled by a majority vote of the Board at a meeting called for that purpose, though less than a quorum, for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the remaining directors may not fill more than 2 such directorships during the period between any two such successive annual meetings of shareholders. No decrease in number shall act to reduce the term of office of a duly elected director unless such director resigns or is removed from office in accordance with these Amended and Restated Bylaws. Unless removed in accordance with the provisions of these Amended and Restated Bylaws, each director shall hold office until the next annual meeting of shareholders, and until his or her successor shall have been elected and qualified. A director need not be a resident of the State of Texas or a shareholder of the Corporation.

Section 3. Regular Meetings . A regular meeting of the Board shall be held without notice other than this Section 3 immediately after, and at the same place as, the annual meeting of shareholders. The Board may provide, by resolution, the time and place, either within or without the State of Texas, for the holding of additional regular meetings without notice other than such resolution.

Section 4. Special Meetings . Special meetings of the Board may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting called by such person or persons.

Section 5. Notice . Notice of any special meeting of the Board shall be given at least one day prior thereto by written notice delivered personally or mailed to each director at his or her business address, or, on consent of a director, by electronic transmission. If mailed, such notice shall be deemed to be delivered three days after deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, telex, telecopy or similar means of visual data transmission, such notice shall be deemed to be delivered when transmitted for delivery to the recipient. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that such meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum . A majority of the number of directors fixed pursuant to Section 2 of this Article 3 shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of such number of directors is present at a meeting, a majority of the directors present may adjourn such meeting from time to time without further notice.

Section 7. Manner of Acting .

(a) Actions at Meeting . Except as provided in Paragraph (b) of this Section 7 , the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

(b) Actions Without Meeting . Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting. A telegram, telex, cablegram or other form of electronic transmission by a director, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a director, shall be regarded as signed by the director for purposes of this Paragraph (b).

(c) Telephonic Meetings . Subject to the provisions required or permitted by the TBOC for notice of meetings, members of the Board or any committee designated by the Board may participate in and hold a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other.

Section 8. Nominations for Election . Nominations of persons for election to the Board at the annual meeting of shareholders or any special meeting of shareholders called for the specific purpose of electing directors may be made at any such meeting (a) by or at the direction of the Board, any nominating committee thereof, or any person appointed by the Board or such committee to make such nominations, or (b) by any shareholder entitled to vote for the election of directors who complies with the procedures set forth in this Section 8 as well as Section 12 of Article 2 .

The shareholder’s notice with respect to the nomination of persons for election to the Board shall set forth, as to each person whom the shareholder proposes to nominate, (a) the nominee’s name, age, business and residence address; (b) the principal occupation or employment of the nominee; (c) the class, series (if applicable), and number of shares of the Corporation that the nominee owns beneficially; and (d) any other information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors pursuant to Regulation 14A or any successor rule or regulation under the Securities Exchange Act of 1934, as amended, including, without limitation, the nominee’s consent to being named in the proxy statement as a nominee and to serving as a director if elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

No person shall be eligible for nomination as a director of the Corporation at any meeting of shareholders unless such person is nominated in accordance with the procedures set forth herein. The presiding officer of the meeting may determine that a proposed nomination was not made in accordance with such procedures and, if such determination is made, such proposed nomination will not be considered at the meeting.

Section 9. Removal . At any meeting of shareholders called expressly for the purpose of removal, any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. In the event that any director is so removed, a new director may be elected at the same meeting for the unexpired term of the director so removed. The failure to elect a director to fill the unexpired term of any director so removed shall be deemed to create a vacancy in the Board.

Section 10. Vacancies . A vacancy in the Board shall be deemed to exist by reason of the death or resignation of a director, upon the failure of shareholders to elect a director to fill the unexpired term of any director removed in accordance with the provisions of Section 9 of this Article 3 , or upon the existence of an unfilled directorship position pursuant to resolution of the Board in accordance with Section 2 of this Article 3 . Any vacancy occurring in the Board may be filled (a) by election at an annual or special meeting of shareholders called for that purpose, or (b) by a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 11. Committees of Board of Directors . The Board, by resolution adopted by a majority of the full Board, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternative members of any committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board, subject to the limitations set forth in the TBOC. The designation of a committee of the Board and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

Section 12. Compensation . By resolution of the Board, the directors may be paid their expenses, if any, of attendance at each meeting of the Board or any committee, and may be paid a fixed sum for attendance at each meeting of the Board or any committee or a stated salary as directors or committee members. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. Presumption of Assent . A director of the Corporation who is present at a meeting of the Board or any committee at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her

dissent shall be entered in the minutes of the meeting or unless the director shall file the written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE 4

Offices

Section 1. Officers. The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (the number and specific titles thereof to be determined by the Board), a Secretary, a Chief Financial Officer and a Treasurer, each of whom shall be elected by the Board. Such other officers, including assistant officers, and agents as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office . The officers of the Corporation shall be elected annually by the Board at the regular meeting of the Board held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal in accordance with the provisions of Section 3 of this Article 4 .

Section 3. Removal . Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies . A vacancy in any office occurring for any reason may be filled by the Board. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 5. Powers and Duties of the Chairman of the Board . The Chairman of the Board, if any, shall preside at all meetings of shareholders and of the Board, and shall have such other authority and perform such other duties as are prescribed by law, the Articles of Incorporation, these Bylaws or by the Board.

Section 6. Powers and Duties of the Chief Executive Officer. The Chief Executive Officer shall be the chief executive of the Corporation. Subject to the control of the Board and the Executive Committee (if any), the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to the Chief Executive Officer by the Board. In the absence of the Chairman of the Board (or if there is no Chairman of the Board), the Chief Executive Officer shall preside at all meetings of the shareholders and, if the Chief Executive Officer shall also be a director, at all meetings of the Board.

Section 7. Powers and Duties of the President. The President shall report to the Chief Executive Officer and shall serve as the chief operating officer of the Corporation. Subject to the control of the Board, the Executive Committee (if any) and the Chief Executive Officer, the President shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to the President by the Chief Executive Officer or by the Board. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the shareholders.

Section 8. Vice Presidents . In the absence of the Chief Executive Officer and President, or in the event of their deaths or inability or refusal to act, the Vice President (or if there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, in the order of their election) shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. Each Vice President shall perform such other duties as the Chief Executive Officer, President or the Board may assign to him or her from time to time.

Section 9. Secretary . The Secretary shall (a) keep the minutes of the meetings of the shareholders and of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as

required by law; (c) have custody of, and be responsible for, the corporate records and the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents as may be necessary or appropriate; (d) keep a register of the post office address of each shareholder furnished to the Secretary by such shareholder; (e) have general charge of the share transfer records of the Corporation; and (f) in general, perform all duties incident to the office of the Secretary and such other duties the President or the Board may assign to him or her from time to time.

Section 10. Chief Financial Officer. The Chief Financial Officer shall report to the President. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Chief Financial Officer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. The Chief Financial Officer shall disburse all funds of the Corporation as may be ordered by the Board, shall render to the Chief Executive Officer, the President and the members of the Board, whenever they request it, an account of the financial condition of the Corporation, shall perform other duties commonly incident to such office and shall have such other powers and perform such other duties as may be prescribed by the Board, the Chief Executive Officer or the President. Unless the Board determines otherwise, the Chief Financial Officer shall have such authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned by the President, Chief Executive Officer and/or by the Board. The Chief Executive Officer or President may direct the Treasurer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and the Treasurer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board, the Chief Executive Officer, the President or the Chief Financial Officer shall designate from time to time.

Section 11. Treasurer . The Treasurer shall report to the Chief Financial Officer. Subject to control of the Chief Financial Officer, the Treasurer shall (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation from any source whatsoever, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board; and (b) in general, perform all duties incident to the office of the Treasurer and such other duties as the Chief Executive Officer, the President or the Board may assign to him or her from time to time. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum, and with such surety or sureties, as the Board shall determine.

Section 12. Assistant Secretaries and Assistant Treasurers . The Assistant Secretaries, when authorized by the Board, may sign with the President or a Vice President certificates for shares of the Corporation, the issuance of which shall have been authorized by the Board. The Assistant Treasurers, if required by the Board, shall give bonds for the faithful discharge of their duties in such sums, and with such sureties, as the Board shall determine. The Assistant Secretaries and the Assistant Treasurers, in general, shall perform such duties as the Secretary or the Treasurer, respectively, the President or the Board may assign to them from time to time.

Section 13. Delegation of Authority . The Chief Executive Officer, President, and/or the Chief Financial Officer may delegate some or all of the powers or duties of such officer in accordance with these Bylaws to any other officer or to any director, employee, shareholder or agent for whatever period of time seems desirable.

Section 14. Salaries . The salaries, if any, of the officers shall be fixed by the Board from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE 5

Certificates Representing Shares, Transfer and Replacement

Section 1. Certificates Representing Shares . Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. The certificates shall be signed by the Chief Executive Officer, or the President , or a Vice President and by the Secretary or an Assistant Secretary, and the signatures of such officers on such certificates may be facsimiles. The certificates may be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of its issuance. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, together with the number of shares and date of issue, shall be entered in the share transfer records of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, stolen or destroyed certificate, a new certificate may be issued therefor as provided in Section 3 of this Article 5 .

Section 2. Transfer of Shares . A transfer of shares of the Corporation shall be made only in the share transfer records of the Corporation by the holder of record thereof, or by his or her legal representative who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney, duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The Corporation shall regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 5 or 6 of Article 2 ) as the owner of those shares at that time for the purposes specified by the TBOC.

Section 3. Lost, Stolen or Destroyed Certificates . The Corporation shall issue a new certificate in place of any certificate representing shares previously issued if the registered owner of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issuance of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (c) gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Corporation may direct, or indemnifies the Corporation (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction or theft of the certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation. If a certificate has been lost, apparently destroyed or wrongfully taken, and the registered holder of the shares represented thereby fails to notify the Corporation within a reasonable time after he or she has notice of it, and the Corporation registers a transfer of such shares before receiving such notification, the registered holder shall be precluded from making any claim against the Corporation for the transfer or for a new certificate.

ARTICLE 6

Fiscal Year

Unless otherwise determined by the Board, the fiscal year of the Corporation shall conclude on December 31.

ARTICLE 7

Distributions

The Board may authorize, and the Corporation may make, distributions subject to any restrictions in its Articles of Incorporation and to the limitations set forth in the TBOC.

ARTICLE 8

Indemnification

Section 1. Indemnification . The Corporation shall indemnify persons who are or were a director or officer of the Corporation against any and all liability, judgments, penalties, fines, settlements and reasonable expenses that may be incurred by them in connection with or resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative in nature, an appeal of any such action, suit or proceeding, or any inquiry or investigation that could lead to any such action, suit or proceeding (each, a “ Proceeding ”), in each case, to the fullest extent permitted under the TBOC, as currently in effect or as may hereafter be amended or succeeded but, in such case, only to the extent that such amendment or successor law permits the Corporation to provide broader indemnification rights. The right to indemnification conferred in the preceding sentence shall include the right to be paid or reimbursed by the Corporation for the reasonable expenses incurred by the indemnitee in connection with any Proceeding in advance of the final disposition of the Proceeding subject to the requirements of the TBOC. The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation to the same extent and subject to the same conditions under which it may indemnify and advance expenses to directors and officers.

Section 2. Non-Exclusivity . The provisions of Section 1 of this Article 8 shall (a) not be deemed exclusive of any other rights to which any director or officer of the Corporation may be entitled under any agreement, pursuant to a vote of the Board, any committee thereof or the shareholders, as a matter of law or otherwise, either as to action in his or her official capacity or as to action in another capacity while holding such office, (b) continue as to a person who has ceased to be a director, and (c) inure to the benefit of the heirs, executors and administrators of such person.

Section 3. Limitation . No person shall be entitled to indemnification pursuant to this Article 8 in relation to any matter as to which indemnification shall not be permitted by law.

Section 4. Defined Terms . Terms used herein that are defined in the Indemnification Article shall have the respective meanings set forth therein.

ARTICLE 9

Seal

The Board may provide for a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, and the five-pointed Texas star.

ARTICLE 10

Waiver of Notice

Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of the Articles of Incorporation, these Bylaws or the TBOC, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 11

Procedure

Meetings of the shareholders and of the Board shall be conducted in accordance with the procedures established by the presiding officer of the meeting.

ARTICLE 12

Participation of Directors and

Officers in Related Businesses

Unless otherwise provided by contract, directors and officers of the Corporation may hold positions as directors and officers of other corporations in related businesses, and their efforts to advance the interests of those corporations will not create a breach of fiduciary duty to this Corporation in the absence of bad faith.

ARTICLE 13

Amendment

These Bylaws may be amended or repealed, as to all or some portion thereof, and new bylaws may be adopted, by (a) the Board or (b) the shareholders.

Exhibit 4.1

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Benchmark Electronics, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the Corporation has caused the facsimile signatures of its duly authorized officers and the facsimile seal of the Corporation to be affixed to this certificate.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE

POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

Exhibit 10.1

INDEMNITY AGREEMENT

This Indemnity Agreement (this “ Agreement ”) is made effective as of this ____ day of _______, 201_ by and between Benchmark Electronics, Inc., a Texas corporation (the “ Corporation ”), and (the “ Indemnitee ”).

1. Introduction . The Indemnitee is a director and/or an officer of the Corporation. The parties desire that the Corporation provide indemnification (including advancement of expenses) to the Indemnitee to the full extent permitted by Texas law, as the same currently exists and may be expanded from time to time. Based on such premise, and for certain good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows.

2. Service . The Indemnitee will continue to serve the Corporation, either at will or under separate contract (if such exists), as a director and/or an officer of the Corporation for so long as the Indemnitee is duly elected and qualified to serve in such position(s) in accordance with the provisions of the Corporation’s Bylaws, as the same may be amended hereafter, or until the Indemnitee’s earlier death, resignation or removal.

3. Indemnification . The Corporation shall indemnify the Indemnitee if the Indemnitee was, is or is threatened to be made a named defendant or respondent in a proceeding because the Indemnitee is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation, while a director or an officer of the Corporation, as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, only if it is determined in accordance with Section 8 that the Indemnitee:

(a) conducted himself or herself in good faith;

(b) reasonably believed: (1) in the case of conduct in his or her official capacity as a director or an officer of the Corporation, that his or her conduct was in the Corporation’s best interests; and (2) in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests; and

The termination of a proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the Indemnitee did not meet the requirements set forth in this Section 3 .

4. Limitation on Indemnification . Except to the extent permitted by Section 5 , the Indemnitee shall not be indemnified under Section 3 in respect of a proceeding;

(a) in which the Indemnitee is found liable on the basis that he or she improperly received a personal benefit, whether or not the benefit resulted from an action taken in the Indemnitee’s official capacity; or

(b) in which the person is found liable to the Corporation.

For the purposes hereof, the Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

5. Extent of Indemnification . Except as provided in Section 7 , if the Indemnitee is entitled to indemnification under Section 3 , the Corporation shall indemnify the Indemnitee against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorneys’ fees) actually incurred by the Indemnitee in connection with the proceeding; however, if the Indemnitee is found liable on the basis that he or she improperly received a personal benefit or is found liable to the Corporation as contemplated in Section 4 , the indemnification (a) shall be limited to the reasonable expenses actually incurred by the Indemnitee in connection with the proceeding, and (b) shall not be made in respect of any proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation, breach of his or her duty of loyalty to the Corporation, or an act or omission not committed in good faith that constitutes a breach of a duty owed to the Corporation. The reasonableness of the Indemnitee’s expenses contemplated in this Section 5 shall be determined in the same manner that the determination of indemnification is made under Section 8 .

6. Notification . Promptly after receipt by the Indemnitee of notice of the commencement of any proceeding, the Indemnitee shall, if a claim in respect thereof is to be made by the Indemnitee against the Corporation under this Agreement, notify the Corporation of the commencement thereof; provided , however , that an omission by the Indemnitee to notify the Corporation of the commencement of a proceeding will not relieve the Corporation from any liability that it may have to the Indemnitee otherwise than under this Agreement, including, without limitation, its liability under the Corporation’s Articles of Incorporation, certificate of formation or Bylaws.

7. Defense of Proceeding . The Indemnitee shall be entitled to select his or her own counsel subject to the reasonable consent of the Corporation and such counsel shall be paid directly by the Corporation. With respect to any such proceeding:

(a) The Corporation shall be entitled to participate therein at its own expense.

(b) Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume the defense thereof, the Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation and all other costs for which the Corporation is liable hereunder. The Indemnitee shall have the right to employ its own counsel in such proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (1) the employment of counsel by the Indemnitee has been authorized by the Corporation, (2) the Indemnitee shall have reasonably concluded, based on the advice of counsel, that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such action, or (3) the Corporation shall not in fact have employed counsel to assume the defense of such action within a reasonable time, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any proceeding as to which the Indemnitee, based on the advice of counsel, shall have made the conclusion provided for in (2) above.

(c) The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any proceeding effected without its written consent. The Corporation shall not settle any action or claim in any manner that would impose any expense, penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.

8. Determination of Indemnification .

(a) A determination of whether the Indemnitee is entitled to indemnification under Section 3 shall be made:

(1) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding;

(2) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding;

(3) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in Subparagraph (1) or (2) of this Paragraph (a), or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or

(4) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding.

(b) The directors, special legal counsel or shareholders, as the case may be, shall make the determination of indemnification under Paragraph (a) of this Section 8 in accordance with the following procedures:

(1) The Indemnitee may submit to the Board of Directors a sworn Request for Indemnification, substantially in the form of Exhibit A , in which the Indemnitee requests indemnification from the Corporation pursuant to this Agreement and states that he or she has met the standard of conduct required for indemnification under Section 3 .

(2) The Indemnitee’s submission of a Request for Indemnification to the Board of Directors shall create a rebuttable presumption that the Indemnitee has met the requirements set forth in Section 3 and, therefore, is entitled to indemnification thereunder. The directors, special legal counsel or shareholders, as the case may be, shall determine, within 30 days

after submission of the Request for Indemnification, specifically that the Indemnitee is so entitled unless they or it possess clear and convincing evidence to rebut the foregoing presumption, which evidence shall be disclosed to the Indemnitee with particularity.

9. Mandatory Indemnification for Reasonable Expenses Upon Successful Defense . Except as provided in Section 7 , the Corporation shall indemnify the Indemnitee against reasonable expenses incurred by him or her in connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation, while a director or an officer of the Corporation, as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, if he or she has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The reasonableness of the Indemnitee’s expenses contemplated in this Section 9 shall be determined in any manner set forth in Section 8 .

10. Advancement of Reasonable Expenses . Except as provided in Section 7 , the Corporation shall pay or reimburse the reasonable expenses (including attorneys’ fees) incurred by the Indemnitee in a proceeding, in advance of the final disposition of the proceeding, and without the determination of indemnification specified in Section 8 or the determination as to the reasonableness of such expenses contemplated in Sections 5 and 9 , within 14 days after the Corporation receives a sworn Statement of Undertaking, substantially in the form of Exhibit B , from the Indemnitee. In the Statement of Undertaking, (a) the Indemnitee shall state that he or she believes in good faith that he or she has met the standard of conduct necessary for indemnification under Section 3 ; and (b) the Indemnitee, or any other person on behalf of the Indemnitee, shall undertake to repay the amount paid or reimbursed by the Corporation if it is ultimately determined that (1) the Indemnitee has not met that standard, or (2) indemnification of the Indemnitee against expenses incurred by him or her in connection with that proceeding is prohibited by Section 5 .

11. Insurance . During the period in which the Indemnitee serves as a director or an officer of the Corporation and thereafter so long as the Indemnitee shall be subject to any possible proceeding, whether civil, criminal or investigative, by reason of the fact that the Indemnitee was serving in such capacity at the request of the Corporation, the Corporation shall maintain in full force and effect Directors’ and Officers’ liability insurance in reasonable amounts from established and reputable insurers; provided , however , that the Corporation shall be under no obligation to maintain such insurance if the Corporation makes a good faith determination that such insurance is not reasonably available or that the premium costs are disproportionate to the amount of coverage provided.

12. Participation in Other Proceedings . Notwithstanding any other provision of this Agreement, the Corporation shall pay or reimburse the expenses incurred by the Indemnitee in connection with this appearance as a witness or other participation in a proceeding at a time when he or she is not a named defendant or respondent in the proceeding.

13. Merger, Consolidation or Change of Control . If the Corporation is a constituent corporation in a merger or consolidation, whether the Corporation is the resulting or surviving corporation or is absorbed as a result thereof, or if there is a change of control of the Corporation, the Indemnitee shall stand in the same position under this Agreement with respect to the resulting, surviving or changed corporation as the Indemnitee would have with respect to the Corporation if its separate existence had continued or if there had been no change of control of the Corporation.

14. Voluntary Dissolution or Bankruptcy . If the Corporation voluntarily decides to dissolve or to file a petition for relief under the applicable bankruptcy, moratorium or similar laws, then not later than 10 days before such dissolution becomes effective or such filing is made, the Corporation shall deposit cash in trust for the sole and exclusive benefit of the Indemnitee in an amount equal to all amounts previously authorized to be paid or reimbursed to the Indemnitee under this Agreement but which have not yet been paid or reimbursed. Any amount so placed in trust shall be used, to the extent necessary, to discharge the Corporation’s obligations to the Indemnitee hereunder, whereupon any remaining amount shall be returned to the Corporation. The provisions of this Section 14 shall not apply to the dissolution of the Corporation in connection with a transaction as to which Section 13 applies.

15. Change in Texas Law . This Agreement is intended to provide indemnity to the Indemnitee to the full extent allowed under Texas law. Accordingly, to the extent permitted by law, if Texas law permits greater indemnity than the indemnity set forth herein, or if any amendment is made to Texas law expanding the permissible indemnity, the indemnity rights and obligations of the parties set forth in this Agreement shall automatically be expanded to the extent necessary to provide indemnity to the Indemnitee the full extent allowed under Texas law.

16. Certain Definitions . For the purposes of this Agreement, the following terms shall have the indicated meanings:

(a) “ Proceeding ” shall mean any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, arbitrative or investigative), any appeal in such an action, suit or proceeding, or any inquiry or investigation that could lead to such an action, suit or proceeding.

(b) “ Other enterprise ” shall include, among others, civic, non-profit or charitable organizations, whether or not incorporated.

(c) “ Change of control ” shall mean any change in the ownership of a majority of the outstanding shares of the Corporation entitled to vote on the election of directors or in the composition of a majority of the members of the board of Directors of the Corporation.

17. Miscellaneous .

(a) Not Exclusive Right . The indemnification (including advancement of expenses) provided for by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any statute, bylaw, agreement, insurance policy, vote of shareholders or directors or otherwise.

(b) Continuing Right . The Indemnitee’s right to indemnification (including advancement of expenses) under this Agreement shall continue after the Indemnitee has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, administrators and legal representatives of the Indemnitee.

(c) Attorneys’ Fees . If a claim is made under this Agreement and is not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation, the Indemnitee may institute an action, suit or proceeding to enforce his or her rights under, or to recover damages for the Corporation’s breach of, this Agreement. If the Indemnitee prevails in such action, suit or proceeding in whole or in part, he or she shall be entitled to recover from the Corporation all court costs and attorneys’ fees and expenses that he or she incurred in connection therewith.

(d) Modification and Severability . If a court of competent jurisdiction declares that any provision of this Agreement is illegal, invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully enforceable. If such court does not modify any such provision as contemplated herein, but instead declares it to be wholly illegal, invalid or unenforceable, then such provision shall be severed from this Agreement, and such declaration shall not affect the legality, validity and enforceability of the other provisions of this Agreement to which such declaration does not relate. In such event, this Agreement shall be construed as if it did not contain the particular provision held to be illegal, invalid or unenforceable, the rights and obligations of the parties hereto shall be construed and enforced accordingly, and this Agreement otherwise shall remain in full force and effect.

(e) Governing Law . This Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-laws rules.

(f) Entire and Only Agreement . This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements among other parties relating to the same subject matter.

(g) Amendments . Except as provided in Section 15 , no alterations, modifications, amendments or changes in this Agreement shall be effective or binding upon any party hereto unless the same shall be in writing and executed by all of the parties hereto.

(h) Multiple Counterparts . This Agreement may be executed by the parties hereto in multiple counterparts, each of which shall be deemed to be an original for all purposes, and all of which together shall constitute one and the same instrument.

This Agreement has been executed by the parties hereto on the dates set forth beside their respective signatures below and shall be effective as of the date set forth above.

	Benchmark Electronics, Inc.

	By: ________________________________
	Name: ________________
	Title: _________________

	________________________________
	Name: _________________

EXHIBIT A

REQUEST FOR INDEMNIFICATION

STATE OF §

COUNTY OF §

I, , after first being duly sworn, hereby state as follows:

1. This Request for Indemnification is submitted to the Board of Directors of Benchmark Electronics, Inc., a Texas corporation (the “ Corporation ”), pursuant to the Indemnity Agreement dated , 20__ (the “ Agreement ”), between the Corporation and me.

2. I am requesting indemnification from the Corporation pursuant to the Indemnification Agreement in connection with the following proceeding:

3. With respect to my conduct that is at issue in the proceeding, I :

(a) conducted myself in good faith;

(b) reasonably believed: (1) in the case of conduct in my official capacity as a director or officer of the Corporation, that my conduct was in the Corporation’s best interests; and (2) in all other cases, that my conduct was at least not opposed to the Corporation’s best interests; and

Accordingly, I have met the standard of conduct required for indemnification under Section 3 of the Agreement.

I have executed this Request for Indemnification on .

	Signature: ________________________

	Name: ___________________________

Subscribed and sworn to before me on .


	Notary Public in and for the
	State of __________________________
	County of ________________________

	My Commission Expires ____________
	Name: ___________________________

EXHIBIT B

STATEMENT OF UNDERTAKING

STATE OF §

COUNTY OF §

I, , after first being duly sworn, hereby state as follows:

1. This Statement of Undertaking is submitted to the Board of Directors of Benchmark Electronics, Inc., a Texas corporation (the “ Corporation ”), pursuant to the Indemnity Agreement dated , _____ (the “ Agreement ”), between the Corporation and me.

2. I am requesting from the Corporation pursuant to the Indemnification Agreement the advancement of expenses that I have incurred in connection with the following proceeding:

3. I believe in good faith that I have met the standard of conduct necessary for indemnification under Section 3 of the Agreement.

4. I undertake to repay the amount paid or reimbursed by the Corporation if it is ultimately determined that (a) I have not met the standard of conduct necessary for indemnification under Section 3 of the Agreement, or (b) indemnification of me against expenses that I have incurred in connection with the proceeding is prohibited by Section 5 of the Agreement.

I have executed this Statement of Undertaking on .

	Signature: ________________________

	Name: ___________________________

Subscribed and sworn to before me on .


	Notary Public in and for the
	State of __________________________
	County of ________________________

	My Commission Expires ____________
	Name: ___________________________

Exhibit 31.1

Section 302 Certification of Chief Executive Officer

I, Gayla J. Delly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Benchmark Electronics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	By: /s/ Gayla J. Delly
	Gayla J. Delly
	President and Chief Executive Officer
	November 6, 2014

Exhibit 31.2

Section 302 Certification of Chief Financial Officer

I, Donald F. Adam, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Benchmark Electronics, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	By: /s/ Donald F. Adam
	Donald F. Adam
	Chief Financial Officer
	November 6, 2014

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Benchmark Electronics, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gayla J. Delly, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By: /s/ Gayla J. Delly
	Gayla J. Delly
	President and Chief Executive Officer
	November 6, 2014

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Benchmark Electronics, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald. F. Adam, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By: /s/ Donald F. Adam
	Donald F. Adam
	Chief Financial Officer
	November 6, 2014