Benchmark Electronics (BHE) 10-K/A 2024 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-10560

BENCHMARK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Texas	74-2211011
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

56 South Rockford Drive

Tempe, Arizona 85288

(623) 300-7000

(Address, including zip code, and telephone number, including area code, of principal executive offices)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	BHE	The New York Stock Exchange

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

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

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

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

As of June 28, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the number of outstanding common shares was 36,105,370. As of such date, the aggregate market value of the common shares held by non-affiliates, based on the closing price per share on the New York Stock Exchange on such date of $39.46, was approximately $1.4 billion.

As of February 21, 2025, there were 36,016,624 common shares of Benchmark Electronics, Inc. outstanding, par value $0.10 per share.

Documents Incorporated by Reference:

Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2024, are incorporated herein by reference (Part III, Items 10-14 of this Annual Report on Form 10-K).

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to the Annual Report on Form 10-K of Benchmark Electronics, Inc. (the “Company”) for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2025 (the “Original Filing”), is being filed solely to correct the date of the Report of Independent Registered Public Accounting Firm included in Part II, Item 8 of the Original Filing. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including the entire text of Part II, Item 8 of the Original Filing in this Amendment No. 1. However, there have been no changes to the text of such Part II, Item 8 other than the change stated in the first sentence of this paragraph.

Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company’s principal executive officer and principal financial officer pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.3/31.4 and 32.3/32.4, respectively. As this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 4 and 5 of the certifications pursuant to Section 302 have been omitted.

Except as described above or as otherwise expressly provided by the terms of this Amendment No. 1, no other changes have been made to the Original Filing. This Amendment No. 1 continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. This Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original Filing.

TABLE OF CONTENTS

		Page
PART II
Item 8.	Financial Statements and Supplementary Data	1
PART IV
Item 15.	Exhibits and Financial Statement Schedules	33
	SIGNATURES	37

Item 8. Financial Statements and Supplementary Data

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

	December 31,
(in thousands, except par value)	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	315,152		$	277,391
Restricted cash		12,875			5,822
Accounts receivable, net of allowance for doubtful accounts of    $241 and $470, respectively		412,458			449,404
Contract assets		167,578			174,979
Inventories		553,654			683,801
Prepaid expenses and other current assets		42,512			44,350
Total current assets		1,504,229			1,635,747
Property, plant and equipment, net		225,097			227,698
Operating lease right-of-use assets		117,995			130,830
Goodwill		192,116			192,116
Deferred income taxes		33,892			26,943
Other long-term assets		66,135			61,421
Total assets	$	2,139,464		$	2,274,755
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt	$	6,737		$	4,283
Accounts payable		354,218			367,480
Advance payments from customers		143,614			204,883
Income taxes payable		22,119			22,225
Accrued liabilities		122,411			114,676
Total current liabilities		649,099			713,547
Long-term debt, net of current installments		250,457			326,674
Operating lease liabilities		108,997			123,385
Other long-term liabilities		17,598			32,064
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.10 par value; 5,000 shares authorized,    none issued		—			—
Common stock, $0.10 par value; 145,000 shares authorized;    issued and outstanding – 35,992 and 35,664, respectively		3,599			3,566
Additional paid-in capital		534,945			528,842
Retained earnings		596,010			560,537
Accumulated other comprehensive loss		(21,241	)		(13,860	)
Total shareholders’ equity		1,113,313			1,079,085
Total liabilities and shareholders’ equity	$	2,139,464		$	2,274,755

See accompanying notes to the consolidated financial statements.

1

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Consolidated Statements of Income

	Year Ended December 31,
(in thousands, except per share data)	2024			2023			2022
Sales	$	2,656,105		$	2,838,976		$	2,886,331
Cost of sales		2,386,081			2,567,906			2,631,096
Gross profit		270,024			271,070			255,235
Selling, general and administrative expenses		149,460			147,025			150,215
Amortization of intangible assets		4,817			5,979			6,384
Restructuring charges and other costs		6,336			8,402			8,567
Income from operations		109,411			109,664			90,069
Interest expense		(26,922	)		(31,875	)		(12,894	)
Interest income		10,208			6,256			1,730
Other (expense) income, net		(8,802	)		(2,825	)		5,437
Income before income taxes		83,895			81,220			84,342
Income tax expense		20,568			16,905			16,113
Net income	$	63,327		$	64,315		$	68,229
Earnings per share:
Basic	$	1.76		$	1.81		$	1.94
Diluted	$	1.72		$	1.79		$	1.91
Weighted-average number of shares outstanding:
Basic		35,970			35,566			35,179
Diluted		36,759			35,973			35,718

See accompanying notes to the consolidated financial statements.

2

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
(in thousands)	2024			2023			2022
Net income	$	63,327		$	64,315		$	68,229
Other comprehensive income (loss):
Foreign currency translation adjustments		(4,533	)		2,964			(3,148	)
Unrealized gain (loss) on derivatives, net of tax		(3,044	)		(628	)		4,160
Other		196			37			(87	)
Total other comprehensive (loss) income		(7,381	)		2,373			925
Comprehensive income	$	55,946		$	66,688		$	69,154

See accompanying notes to the consolidated financial statements.

3

BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(in thousands)	Shares			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Balances, December 31, 2021		35,213		$	3,521		$	507,447		$	479,992		$	(17,158	)	$	973,802
Net income		—			—			—			68,229			—			68,229
Other comprehensive income		—			—			—			—			925			925
Dividends declared		—			—			—			(23,149	)		—			(23,149	)
Shares repurchased and retired		(376	)		(37	)		(4,177	)		(5,177	)		—			(9,391	)
Stock-based compensation expense		—			—			18,485			—			—			18,485
Stock options exercised		45			4			712			—			—			716
Vesting of restricted stock units		407			41			(41	)		—			—			—
Shares withheld for taxes		(125	)		(13	)		(3,188	)		—			—			(3,201	)
Balances, December 31, 2022		35,164		$	3,516		$	519,238		$	519,895		$	(16,233	)	$	1,026,416
Net income		—			—			—			64,315			—			64,315
Other comprehensive income		—			—			—			—			2,373			2,373
Dividends declared		—			—			—			(23,673	)		—			(23,673	)
Stock-based compensation expense		—			—			15,286			—			—			15,286
Stock options exercised		8			1			128			—			—			129
Vesting of restricted stock units		732			73			(73	)		—			—			—
Shares withheld for taxes		(240	)		(24	)		(5,737	)		—			—			(5,761	)
Balances, December 31, 2023		35,664		$	3,566		$	528,842		$	560,537		$	(13,860	)	$	1,079,085
Net income		—			—			—			63,327			—			63,327
Other comprehensive loss		—			—			—			—			(7,381	)		(7,381	)
Dividends declared		—			—			—			(24,175	)		—			(24,175	)
Shares repurchased and retired		(127	)		(13	)		(1,408	)		(3,679	)		—			(5,100	)
Stock-based compensation expense		—			—			13,366			—			—			13,366
Stock options exercised		23			2			480			—			—			482
Vesting of restricted stock units		638			65			(64	)		—			—			1
Shares withheld for taxes		(206	)		(21	)		(6,271	)		—			—			(6,292	)
Balances, December 31, 2024		35,992		$	3,599		$	534,945		$	596,010		$	(21,241	)	$	1,113,313

See accompanying notes to the consolidated financial statements.

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BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	Year Ended December 31,
(in thousands)	2024			2023			2022
Cash flows from operating activities:
Net income	$	63,327		$	64,315		$	68,229
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		35,911			34,368			33,339
Amortization		10,233			11,042			10,913
Stock-based compensation expense		13,366			15,286			18,485
Provision for doubtful accounts		671			1,321			489
Deferred income taxes		(5,928	)		(14,992	)		(7,248	)
Asset impairments		—			1,075			—
Gain on the sale of property, plant and equipment		—			(101	)		(289	)
Gain on assets held for sale		—			—			(393	)
Changes in operating assets and liabilities:
Accounts receivable		33,953			42,050			(136,455	)
Contract assets		7,401			8,634			(28,370	)
Inventories		127,840			45,071			(206,247	)
Prepaid expenses and other assets		(8,159	)		(4,648	)		(6,467	)
Accounts payable		(18,283	)		(35,320	)		(16,656	)
Advance payments from customers		(61,269	)		6,946			79,813
Accrued liabilities		(9,858	)		(13,093	)		6,303
Operating leases		131			2,414			441
Income taxes		(111	)		9,926			6,646
Net cash provided by (used in) operating activities		189,225			174,294			(177,467	)
Cash flows from investing activities:
Additions to property, plant and equipment		(31,306	)		(73,479	)		(43,357	)
Additions to capitalized purchased software		(1,947	)		(4,260	)		(3,417	)
Proceeds from the disposal of property, plant and equipment		2,007			649			321
Proceeds from the sale of assets held for sale		—			—			5,372
Other, net		(1,521	)		(48	)		(93	)
Net cash used in investing activities		(32,767	)		(77,138	)		(41,174	)
Cash flows from financing activities:
Borrowings under credit agreement		600,000			749,500			828,000
Principal payments on credit agreement		(674,102	)		(743,602	)		(633,000	)
Dividends paid		(23,913	)		(23,455	)		(23,156	)
Employee taxes paid with shares withheld		(6,292	)		(5,761	)		(3,201	)
Proceeds from stock options exercised		482			129			716
Debt issuance costs		—			(216	)		(574	)
Principal payments on finance leases		(181	)		(173	)		(165	)
Share repurchases		(5,100	)		—			(9,391	)
Net cash (used in) provided by financing activities		(109,106	)		(23,578	)		159,229
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2,538	)		2,205			(4,907	)
Net increase (decrease) in cash, cash equivalents and restricted cash		44,814			75,783			(64,319	)
Cash, cash equivalents and restricted cash at the beginning of the year		283,213			207,430			271,749
Cash, cash equivalents and restricted cash at the end of the year	$	328,027		$	283,213		$	207,430
Supplemental cash flow information:
Income taxes paid, net	$	46,727		$	37,659		$	28,478
Interest paid		28,032			30,551			11,627
Non-cash investing activities:
Unpaid purchases of property, plant and equipment at the end of the period		5,025			1,558			23,734
Unpaid purchases of capitalized purchased software costs at the end of the period		1,320			—			—

See accompanying notes to the consolidated financial statements.

5

BENCHMARK ELECTRONICS, INC.

Notes to the Consolidated Financial Statements

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

Note 1—Summary of Significant Accounting Policies

(a) Business

Benchmark Electronics, Inc. (Benchmark or the Company) is a Texas corporation that provides advanced manufacturing services, which include design and engineering services and technology solutions. From initial product concept to volume production, including direct order fulfillment and aftermarket services, the Company has been providing integrated services and solutions to original equipment manufacturers (OEMs) since 1979. The Company serves the following market sectors: industrial, aerospace and defense (A&D), medical, semiconductor capital equipment (semi-cap), and advanced computing and communications (AC&C). The Company has manufacturing operations located in the United States and Mexico (the Americas), Asia and Europe.

(b) Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and include the financial statements of Benchmark Electronics, Inc. and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

(c) Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid debt instruments with an original maturity at the date of purchase of three months or less to be cash equivalents. Cash equivalents of $144.2 million and $121.2 million at December 31, 2024 and 2023, respectively, consisted primarily of money-market funds and time deposits with an initial term of less than three months. Restricted cash represents cash received from customers to settle invoices sold under trade accounts receivable sale program purchase agreements that is contractually required to be set aside until the cash is remitted to the purchaser.

(d) Allowance for Doubtful Accounts

Accounts receivable are recorded net of allowances for amounts not expected to be collected. In estimating the allowance, management considers a specific customer’s financial condition, payment history, current conditions, and various information or disclosures by the customer or other publicly available information. Accounts receivable are charged against the allowance after all reasonable efforts to collect the full amount (including litigation, where appropriate) have been exhausted.

The following table summarizes the activity of the Company’s allowance for doubtful accounts:

(in thousands)	Balance as of the Beginning of the Year		Charges to Operations		Deductions			Balance as of the End of the Year
Year ended December 31, 2024:
Allowance for doubtful accounts (1)	$	470	$	671	$	(900	)	$	241
Year ended December 31, 2023:
Allowance for doubtful accounts (1)		514		1,321		(1,365	)		470
Year ended December 31, 2022:
Allowance for doubtful accounts (1)		788		489		(763	)		514

(1)

Deductions in the allowance for doubtful accounts represent write-offs, net of recoveries, of amounts determined to be uncollectible.

6

(e) Inventories

Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Costs included in inventories consist of materials, labor and overhead. The carrying amounts of inventories are adjusted for excess and obsolete inventory. Evaluation of excess inventory includes considering factors such as anticipated usage, inventory turnover, inventory levels and product demand levels. Evaluation for obsolete inventory includes considering factors such as the age of on-hand inventory, reduction in value due to damage and design changes. The Company also takes into consideration whether customer agreements specify for the customer to pay for such inventory.

(f) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which include 5 to 40 years for buildings and building improvements, 2 to 15 years for machinery and equipment, 2 to 12 years for furniture and fixtures and 2 to 8 years for vehicles. Leasehold improvements are amortized using the straight-line method over the shorter of the useful life of the improvement or the remainder of the lease term.

(g) Leases

Lease assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using the Company’s incremental borrowing rate unless the implicit rate is readily determinable. Our incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. Lease assets also include any upfront lease payments made and exclude lease incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statement of income. Management elected the short-term lease recognition exemption for all of the Company’s leases that qualify, in addition to the practical expedient, to not separate lease and non-lease components.

(h) Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over fair value of net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are assessed for impairment at least annually.

Other assets, net, primarily consist of acquired identifiable intangible assets and capitalized purchased software costs. Intangible assets, including those acquired in a business combination, with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. Customer relationships are amortized on a straight-line basis over a period of 10 to 14 years. Capitalized purchased software costs are amortized on a straight-line basis over the estimated useful life of the related software, which ranges from 2 to 14 years. Technology licenses are amortized over their estimated useful lives in proportion to the economic benefits consumed.

(i) Impairment of Long-Lived Assets and Goodwill

Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or estimated fair value less costs to sell and are no longer depreciated.

The Company evaluates goodwill for impairment on an annual basis, during the fourth quarter, and whenever events and changes in circumstances suggest that the carrying amount may be impaired. Circumstances that may lead to the impairment of goodwill include unforeseen decreases in future performance or industry demand or the restructuring of our operations as a result of a change in our business strategy. A qualitative assessment is allowed to determine if goodwill is potentially impaired. Based on this qualitative assessment, if the Company determines that it is more likely than not that the reporting unit’s fair value is less than its carrying value, then it performs a quantitative assessment, otherwise no further analysis is required. In connection with its annual qualitative goodwill impairment assessments as of December 31, 2024 and 2023, the Company concluded that goodwill was not impaired.

7

(j) Earnings Per Share

Basic earnings per share is computed using the weighted-average number of common 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. Stock equivalents include common shares issuable upon the exercise of stock options, vesting of restricted stock units and other equity instruments and are computed using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation cost, if any, for future service that the Company has not yet recognized 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:

	Year Ended December 31,
(in thousands, except per share data)	2024		2023		2022
Net income	$	63,327	$	64,315	$	68,229
Denominator for basic earnings per share		35,970		35,566		35,179
Incremental common shares attributable to outstanding restricted stock units		786		403		522
Incremental common shares attributable to exercise of dilutive options		3		4		17
Denominator for diluted earnings per share		36,759		35,973		35,718
Earnings per share:
Basic	$	1.76	$	1.81	$	1.94
Diluted	$	1.72	$	1.79	$	1.91

There were no anti-dilutive stock options excluded from the computation of diluted earnings per share in 2024, 2023 and 2022. Restricted stock units totaling less than 0.1 million common share equivalents for 2024 and 2023 were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. There were no anti-dilutive restricted stock units in 2022.

(k) Revenue Recognition

The Company recognizes revenue as the customer takes control of the manufactured products built to customer specifications. Under the majority of the Company’s manufacturing contracts with customers, the customer controls all of the work-in-progress as products are being built. Revenue under these contracts is recognized progressively based on the cost-to-cost method. For other manufacturing contracts, the customer does not take control of the product until it is completed. Under these contracts, the Company recognizes revenue upon transfer of control of the product to the customer, which is generally when the goods are shipped. Revenue from design, development and engineering services is generally recognized over time as the services are performed.

The Company’s performance obligations generally have an expected duration of one year or less. The Company applies the practical expedient related to short-term performance obligations and does not disclose information about remaining performance obligations that have original expected durations of one year or less or any significant financing components in the contracts.

The Company recognizes the incremental costs, if any, of obtaining contracts as an expense when incurred since the amortization period of the assets that the Company otherwise would have recognized is one year or less.

(l) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amounts that are more likely than not to be realized in the future. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in assessing the need for a valuation allowance.

8

(m) Stock-Based Compensation

All share-based payments to employees of the Company, including grants of employee stock options (last awarded in 2015), are recognized in the consolidated financial statements based on their grant date fair values. The total compensation costs recognized for stock-based awards were $13.4 million, $15.3 million and $18.5 million for 2024, 2023 and 2022, respectively. The future tax benefit of these stock-based awards as of the grant date was $3.0 million, $3.5 million and $4.4 million for 2024, 2023 and 2022, respectively. The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option pricing model. The fair values of restricted stock units and performance-based restricted stock units are determined based on the closing market price of the Company’s common stock on the date of grant. For performance-based restricted stock units, compensation cost is calculated taking into consideration the probability that the underlying performance goals will be achieved, which is monitored by management throughout the requisite service period. When it becomes probable, based on management's expectation of the Company's performance during the measurement period, that more or less than the previous estimate of the awarded shares will vest, an adjustment to compensation cost is recognized as a change in accounting estimate in the period the change is determined.

As of December 31, 2024, the unrecognized compensation costs and remaining weighted-average amortization periods related to stock-based awards were as follows:

(in thousands)	Time- Based Restricted Stock Units		Performance- Based Restricted Stock Units(1)
Unrecognized compensation cost	$	22,755	$	3,909
Remaining weighted-average amortization period	2.0 years		2.1 years

(1)

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

The total cash received as a result of stock option exercises in 2024, 2023 and 2022 was $0.5 million, $0.1 million and $0.7 million, respectively. The actual tax benefit realized as a result of stock option exercises and the vesting of other share-based awards during 2024, 2023 and 2022 was $3.7 million, $2.7 million and $2.5 million, respectively. For 2024, 2023 and 2022, the total intrinsic value of stock options exercised was $0.3 million, $0.1 million and $0.5 million, respectively.

The Company awarded performance-based restricted stock units to employees during 2024, 2023 and 2022. 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 2.5 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 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, operating income margin, 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 become available for issuance under the Company’s 2019 Omnibus Incentive Compensation Plan (the 2019 Plan).

(n) Use of Estimates

Management of the Company 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 consolidated financial statements in accordance with U.S. GAAP. However, actual results could differ materially from these estimates. On an ongoing basis, management evaluates these estimates, including those related to accounts receivable, inventories, income taxes, long-lived assets, leases, goodwill, stock-based compensation expense, contingencies and litigation. Actual results could differ from those estimates.

9

(o) Fair Values of Financial Instruments

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 as follows:

•

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 in which inputs are observable or in which significant value drivers are observable; and

•

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 Company’s financial instruments include cash equivalents, accounts receivable, other receivables, accounts payable, accrued liabilities, long-term debt, interest rate swaps and foreign currency hedges. For cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities, the Company believes that the carrying values of its financial instruments approximate the fair values because of their short-term nature. For borrowings under the credit facility in long-term debt, the Company believes that the fair value approximates the carrying value because the interest rates are variable. As of December 31, 2024, the fair value estimates for the Company's interest rate swap agreement and foreign currency hedges were based on Level 2 inputs of the fair value hierarchy. See Note 12.

(p) Foreign Currency

For foreign subsidiaries of the Company using the local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of these translation adjustments are recognized in other comprehensive income (loss). Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in other (expense) income, net. For 2024, 2023 and 2022, the Company recognized a loss of $5.2 million, a loss of $3.4 million and a gain of $0.6 million, respectively. These amounts include the gain (loss) recognized due to forward currency exchange contracts.

(q) Derivative Instruments

All derivative instruments are recorded on the balance sheet at fair value. The Company uses derivative instruments to manage the variability of foreign currency obligations and interest rates. The Company does not enter into derivative arrangements for speculative purposes. Generally, if a derivative instrument is designated as a cash flow hedge, the change in fair value of the derivative is recognized in other comprehensive income (loss) to the extent the derivative is effective and recognized in the consolidated statement of income when the hedged item affects earnings. Changes in the fair value of derivatives that are not designated as cash flow hedges are recognized in the consolidated statement of income. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the consolidated statement of cash flows.

(r) Government Assistance Programs and Incentives

The operation of our business is impacted by various government programs, incentives, and other arrangements. Government incentives are recorded in our consolidated financial statements in accordance with their purpose as a reduction of expense or an offset to the related capital asset. The benefit is generally recognized when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. The Company records capital-related incentives as a reduction to property, plant and equipment, net on the consolidated balance sheets and recognizes a reduction to depreciation expense over the useful life of the related acquired asset. The Company records operating grants as a reduction to expense in the same line item on the consolidated statements of operations as the expenditure for which the grant is intended to compensate. For 2024, 2023 and 2022, the Company recognized government incentives of $2.4 million, $1.7 million and $0.9 million, respectively.

As of December 31, 2024, the Company had government incentives of $1.7 million recognized in income tax receivable related to capital-related incentives. As of December 31, 2023, the Company had government incentives of $0.9 million recognized in prepaid expenses and other assets related to operating grants. There were no unpaid government incentives as of December 31, 2022.

10

(s) Concentrations of Business Risk

Substantially all of the Company’s sales are derived from manufacturing services in which the Company purchases components specified by its customers. The Company uses numerous suppliers of electronic components and other materials for its operations. Some components used by the Company have been subject to industry-wide shortages, and suppliers have been forced to allocate available quantities among their customers. The Company’s inability to obtain needed components during periods of allocation could cause delays in manufacturing and could adversely affect the results of operations.

(t) New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires public entities to disclose information about their reportable segments’ oversight and significant expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 did not have a material impact to the Company’s financial statements or financial position.

The Company has determined that other recently issued accounting standards will either not have a material impact on its consolidated financial position, results of operations or cash flows, or will not apply to its operations.

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the guidance and its impact to the financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the guidance and its impact to the financial statements.

Note 2—Inventories

Inventory costs are summarized as follows:

	December 31,		December 31,
(in thousands)	2024		2023
Raw materials	$	528,424	$	659,210
Work in process		18,761		22,088
Finished goods		6,469		2,503
Total inventories	$	553,654	$	683,801

Note 3—Property, Plant and Equipment

Property, plant and equipment consists of the following:

	December 31,
(in thousands)	2024			2023
Land	$	5,867		$	5,867
Buildings and building improvements		92,371			81,282
Machinery and equipment		547,658			553,468
Furniture and fixtures		13,812			12,897
Vehicles		947			1,115
Leasehold improvements		68,817			54,754
Construction in progress		10,180			24,658
Total property and equipment, at cost		739,652			734,041
Less: accumulated depreciation		(514,555	)		(506,343	)
Total property, plant and equipment, net	$	225,097		$	227,698

11

Note 4—Goodwill and Other Intangible Assets

Goodwill allocated to the Company’s reportable operating segments follows:

(in thousands)	Americas		Asia		Total
Goodwill as of December 31, 2024 and 2023	$	154,014	$	38,102	$	192,116

A summary of the Company's acquired identifiable intangible assets and capitalized purchased software costs follows:

(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	100,041	$	(76,675	)	$	23,366
Capitalized purchased software costs		44,316		(31,525	)		12,791
Technology licenses		15,500		(15,500	)		—
Trade names and trademarks		7,800		—			7,800
Other		868		(428	)		440
Total intangible assets as of December 31, 2024	$	168,525	$	(124,128	)	$	44,397

(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	100,105	$	(71,947	)	$	28,158
Capitalized purchased software costs		45,062		(30,463	)		14,599
Technology licenses		15,500		(15,500	)		—
Trade names and trademarks		7,800		—			7,800
Other		869		(404	)		465
Total intangible assets as of December 31, 2023	$	169,336	$	(118,314	)	$	51,022

During 2024, 2023 and 2022, additions to capitalized purchased software costs were $1.9 million, $4.3 million and $3.4 million, respectively.

A summary of the components of amortization expense, as presented in the consolidated statements of cash flows, follows:

	Year Ended December 31,
(in thousands)	2024		2023		2022
Amortization of intangible assets	$	4,817	$	5,979	$	6,384
Amortization of capitalized purchased software costs		4,897		4,564		4,113
Amortization of debt costs		519		499		416
Total amortization expense	$	10,233	$	11,042	$	10,913

A summary of the future amortization expense related to the Company's intangible assets held as of December 31, 2024 for each of the next five years follows (in thousands):

Year ending December 31,	Amortization Expense
2025	$	4,817
2026		4,817
2027		4,817
2028		4,817
2029		4,218

12

Note 5—Borrowing Facilities

A summary of the Company’s long-term debt outstanding follows:

	December 31,
(in thousands)	2024			2023
Revolving credit facility	$	135,000		$	205,000
Term loan		123,047			127,148
Less: unamortized debt issuance costs		(1,027	)		(1,546	)
Total long-term debt, including current installments	$	257,020		$	330,602

On July 20, 2018, the Company entered into a $650 million credit agreement (the Prior Credit Agreement) by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and a L/C Issuer. The Prior Credit Agreement was comprised of a five-year $500 million revolving credit facility and a five-year $151 million term loan facility, both which had a maturity date of July 20, 2023. The term loan facility proceeds were used to (i) refinance a portion of existing indebtedness and terminate all commitments under the Company’s prior $430 million credit agreement and (ii) pay the fees, costs and expenses associated with the foregoing and the negotiation, execution and delivery of the Prior Credit Agreement.

On December 21, 2021, the Company amended and restated the Prior Credit Agreement by entering into a $381 million amended and restated credit agreement (the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement is comprised of a five-year $250 million revolving credit facility (the Revolving Credit Facility) and a five-year $131.3 million term loan facility (the Term Loan Facility), both extending the original revolving credit facility and term loan facility maturity dates from July 20, 2023 to December 21, 2026.

On May 20, 2022, the Company entered into Amendment No. 1 (the Amendment) to the Amended and Restated Credit Agreement (as amended, the Credit Agreement). The Amendment increased the Revolving Credit Facility commitments from $250 million to $450 million. The Amendment also established that the interest on outstanding borrowings starting on the next reset date and any new borrowings under the Amendment (other than swingline loans) will accrue, at the Company’s option, at (a) Bloomberg Short Term Bank Yield Index (BSBY) plus the Applicable Rate (as defined in the Credit Agreement, approximately 1.00% to 2.00% per annum depending on various factors) or (b) for U.S. dollar denominated loans, the base rate (which is the highest of (i) the federal funds rate plus 0.50%, (ii) the Bank of America, N.A. prime rate, (iii) the one-month BSBY adjusted daily rate plus 1.00% and (iv) 1.00%).

On February 3, 2023, the Company entered into Amendment No. 2 to the Credit Agreement, which increased the maximum amount of trade accounts receivable that the Company may elect to sell at any one time to $200.0 million.

On May 1, 2023, the Company entered into Amendment No. 3 to the Credit Agreement (Amendment No. 3),which increased the Revolving Credit Facility commitments from $450 million to $550 million. Amendment No. 3 also established that the interest on outstanding borrowings starting on the next reset date and any new borrowings under Amendment No. 3 (other than swingline loans) will accrue, at the Company’s option, at (a) Term Secured Overnight Financing Rate (SOFR) plus 0.10% plus the Applicable Rate (as defined in the Credit Agreement, approximately 1.00% to 2.00% per annum depending on various factors) or (b) for U.S. dollar denominated loans, the base rate (which is the highest of (i) the federal funds rate plus 0.50%, (ii) the Bank of America, N.A. prime rate, (iii) Term SOFR plus 1.00% and (iv) 1.00%).

The Revolving Credit Facility is available for general corporate purposes. The Credit Agreement includes an accordion feature pursuant to which the Company is permitted to add one or more incremental term loans and/or increase commitments under the Revolving Credit Facility in an aggregate amount of $100 million or a higher amount, subject to the satisfaction of certain conditions and exceptions.

The Term Loan Facility is subject to quarterly principal installments equal to 0.625% of the initial aggregate term loan advances to be paid commencing December 31, 2022 through September 30, 2024 and is subject to quarterly principal installments equal to 1.25% of the initial aggregate term loan advances to be paid from December 31, 2024 until the maturity date.

As of December 31, 2024, a portion of the $123.0 million outstanding debt under the Credit Agreement is effectively at a fixed interest rate of 4.039% as a result of a $123.0 million notional interest rate swap contract, which is discussed in Note 12. A commitment fee of 0.20% to 0.30% per annum (based on the debt to EBITDA ratio) on the unused portion of the Revolving Credit Facility is payable quarterly in arrears.

13

The Credit Agreement is generally secured by a pledge of (a) all the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its directly owned foreign subsidiaries, (b) all or substantially all other personal property of Benchmark and its domestic subsidiaries (including, but not limited to, accounts receivable, contract assets, inventory, intellectual property and fixed assets of Benchmark and its domestic subsidiaries), in each case, subject to customary exceptions and limitations, and (c) all proceeds and products of the property and assets described in (a) and (b) above.

The Credit Agreement contains certain financial covenants related to interest coverage and debt leverage, and certain customary affirmative and negative covenants, including restrictions on the Company’s ability to incur additional debt and liens, pay dividends, repurchase shares, sell assets and merge or consolidate with other persons. Amounts due under the Credit Agreement could be accelerated upon specified events of default, including a failure to pay amounts due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject, in some cases, to cure periods.

As of December 31, 2024, the Company had $123.0 million in borrowings outstanding under the Term Loan Facility, $135.0 million in borrowings outstanding under the Revolving Credit Facility and $4.4 million in letters of credit outstanding under the Revolving Credit Facility. As of December 31, 2024, the Company had $410.6 million available for future borrowings under the Revolving Credit Facility subject to compliance with financial covenants as to interest coverage and debt leverage, in addition to other debt covenant restrictions.

As of December 31, 2024, the Company's long-term debt matures as follows: $6.6 million in 2025 and $251.5 million in 2026. The Company has no maturities after 2026.

Note 6 – Leases

The Company determines if a contract is or contains a lease at inception. The Company leases certain facilities, vehicles and other equipment. The Company’s leases primarily consist of operating leases which expire at various dates through 2036. Variable lease payments are generally expensed as incurred and primarily include certain index-based changes in rent and certain non-lease components, such as maintenance and other services provided by the lessor.

The components of lease expense were as follows:

	Year Ended December 31,
(in thousands)	2024		2023		2022
Finance lease costs:
Amortization of right-of-use assets (included in depreciation expense)	$	—	$	48	$	96
Interest on lease liabilities		12		21		29
Operating lease costs		22,264		19,280		17,485
Short-term lease costs		704		618		307
Variable lease costs		1,924		1,770		1,892
Total lease costs	$	24,904	$	21,737	$	19,809

A summary of cash flow information related to leases follows:

	Year Ended December 31,
(in thousands)	2024		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	22,018	$	17,702	$	17,277
Operating cash flows used for finance leases		12		21		29
Financing cash flows used for finance leases		181		173		165
Right-of-use assets obtained in exchange for new operating lease liabilities		4,921		56,834		11,694

14

A summary of other information about our leases follows:

	December 31,
(dollars in thousands)	2024			2023
Operating lease right-of-use assets	$	117,995		$	130,830
Finance lease liabilities, current (included in current installments of long-term debt)	$	174		$	181
Finance lease liabilities, noncurrent (included in long-term debt)	$	—		$	174
Operating lease liabilities, current (included in accrued liabilities)	$	17,170		$	15,486
Operating lease liabilities, noncurrent	$	108,997		$	123,385
Weighted average remaining lease term – finance leases	0.9 years			1.9 years
Weighted average remaining lease term – operating leases	8.9 years			9.7 years
Weighted average discount rate – finance leases		4.8	%		4.8	%
Weighted average discount rate – operating leases		4.6	%		4.5	%

A summary of the Company's future annual minimum lease payments as of December 31, 2024 follows (in thousands):

Year ending December 31,	Operating Leases			Finance Leases
2025	$	22,154		$	177
2026		17,819			—
2027		15,923			—
2028		15,001			—
2029		14,558			—
2030 and thereafter		69,122			—
Total minimum lease payments		154,577			177
Less: imputed interest		(28,410	)		(3	)
Total present value of lease liabilities	$	126,167		$	174

As of December 31, 2024, the Company had no significant lease commitments that had not yet commenced.

Note 7—Common Stock and Stock-Based Awards

Dividends

The Company began declaring and paying quarterly dividends during the first quarter of 2018. The Company declared dividends per share of common stock of $0.165 in 2022, 2023 and the first and second quarters of 2024, and $0.17 in the third and fourth quarters of 2024. During 2024, 2023 and 2022, cash dividends paid totaled $23.9 million, $23.5 million and $23.2 million, respectively. In July 2024, the Board of Directors approved a quarterly dividend increase, raising the quarterly dividend from $0.165 to $0.17 per common share. On December 9, 2024, the Company announced that the Board of Directors declared a quarterly cash dividend of $0.17 per share of the Company’s common stock to shareholders of record as of December 31, 2024. The dividend of $6.1 million was paid on January 14, 2025.

The Board of Directors currently intends to continue paying quarterly dividends. However, the Company’s future dividend policy is subject to the Company’s compliance with applicable laws, and depends on, among other things, the Company’s results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in the Company’s debt agreements, and other factors that the Board of Directors may deem relevant. Dividend payments are not mandatory or guaranteed and no assurance is made that the Company will continue to pay a dividend in the future.

Share Repurchase Authorization

On March 6, 2018, the Board of Directors approved an expanded share repurchase authorization granting the Company authority to repurchase up to $250 million in common stock in addition to the $100 million previously approved on December 7, 2015. On October 26, 2018, the Board of Directors authorized the Company to repurchase up to $100 million in common stock. Subsequently, on February 19, 2020, the Board approved an additional share repurchase authorization, allowing the Company to buy back another $150 million in common stock.

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 will be funded from available cash and may be commenced, suspended or discontinued at any time without prior notice. Shares repurchased under the program are retired.

15

During 2024, the Company repurchased 0.1 million shares for an aggregate of $5.1 million, at an average price of $40.27 per share. The Company did not repurchase shares in 2023. During 2022, the Company repurchased a total of 0.4 million common shares for an aggregate of $9.4 million at an average price of $24.96 per share. As of December 31, 2024, the Company had $149.5 million remaining under share its repurchase authorization.

Stock-Based Compensation

Under the 2019 Plan, the Company, upon approval of the Compensation Committee of the Board of Directors, may grant stock options, restricted shares, restricted stock units (both time-based and performance-based) and certain other forms of equity awards, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. Stock options (which have not been awarded since 2015) are granted to employees with an exercise price equal to the market price of the Company’s common stock on the date of grant, generally vest over a three-year or four-year period from the date of grant and typically have a term of 10 years. Time-based restricted stock units granted prior to 2024 to employees generally vest over a four-year period from the date of grant and are generally subject to continued employment with the Company. Beginning in 2024, time-based restricted stock units granted to employees generally vest over a three-year period from the date of grant and are generally subject to continued employment with the Company. Performance-based restricted stock units generally vest over a three-year performance cycle, which includes the year of the grant, and are based upon the Company’s achievement of specified performance metrics. Awards under the 2019 Plan to non-employee directors have historically been in the form of restricted stock units, which vest annually, starting on the grant date. As of December 31, 2024, the Company had 1.8 million common shares available for issuance under the 2019 Plan.

The following table summarizes the activities related to the Company's stock options:

(in thousands, except per share data and years)	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2021		132		$	20.06
Exercised		(53	)		17.16
Forfeited or expired		(22	)		22.36
Outstanding as of December 31, 2022		57		$	21.85
Exercised		(17	)		19.52
Forfeited or expired		(3	)		20.11
Outstanding as of December 31, 2023		37		$	23.07
Exercised		(34	)		23.07
Forfeited or expired		(2	)		22.99
Outstanding and exercisable as of December 31, 2024		1		$	23.14		0.1	$	9

The aggregate intrinsic value, as presented in the table above, is calculated before income taxes and is the difference between the exercise price of the underlying stock options and the Company’s closing stock price as of the last business day of 2024 for outstanding stock options that had exercise prices below the closing stock price.

16

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

(in thousands, except per share data)	Number of Units			Weighted- Average Grant Date Fair Value
Non-vested awards outstanding as of December 31, 2021		1,057		$	28.02
Granted		616			25.90
Vested		(407	)		28.08
Forfeited		(81	)		27.44
Non-vested awards outstanding as of December 31, 2022		1,185		$	26.93
Granted		724			24.13
Vested		(490	)		26.92
Forfeited		(173	)		25.91
Non-vested awards outstanding as of December 31, 2023		1,246		$	25.43
Granted		633			31.39
Vested		(499	)		25.72
Forfeited		(192	)		26.82
Non-vested awards outstanding as of December 31, 2024		1,188		$	28.30

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

(in thousands, except per share data)	Number of Units			Weighted- Average Grant Date Fair Value
Non-vested awards outstanding as of December 31, 2021		542		$	28.06
Granted(1)		177			25.97
Forfeited		(174	)		27.29
Non-vested awards outstanding as of December 31, 2022		545		$	27.62
Granted(1)		244			25.30
Vested		(242	)		28.30
Forfeited		(105	)		26.98
Non-vested awards outstanding as of December 31, 2023		442		$	26.12
Granted(1)		214			30.78
Vested		(139	)		28.60
Forfeited		(103	)		26.57
Non-vested awards outstanding as of December 31, 2024		414		$	25.82

(1)

Represents target number of awards that can vest based on the achievement of the performance goals.

Note 8—Income Taxes

Income tax expense (benefit) consisted of the following:

	Year Ended December 31,
(in thousands)	2024			2023			2022
Current:
U.S. Federal	$	(1,587	)	$	2,989		$	903
State and local		358			587			107
Foreign		27,725			28,321			22,351
Total current taxes		26,496			31,897			23,361
Deferred:
U.S. Federal		(5,910	)		(6,206	)		(6,544	)
State and local		809			(1,612	)		(1,734	)
Foreign		(827	)		(7,174	)		1,030
Total deferred taxes		(5,928	)		(14,992	)		(7,248	)
Total income tax expense	$	20,568		$	16,905		$	16,113

17

Income (loss) before income taxes consisted of the following:

	Year Ended December 31,
(in thousands)	2024			2023			2022
United States	$	(32,871	)	$	(31,534	)	$	(45,390	)
Foreign		116,766			112,754			129,732
Total income before income taxes	$	83,895		$	81,220		$	84,342

Income tax expense differed from the amounts computed by applying the U.S. Federal statutory income tax rate to income (loss) before income taxes as follows:

	Year Ended December 31,
(in thousands)	2024			2023			2022
Tax at statutory rate	$	17,618		$	17,056		$	17,713
State taxes, net of federal tax effect		923			(809	)		(1,285	)
Effect of foreign operations and tax incentives		(3,110	)		(7,474	)		(5,954	)
Permanent differences		(5,046	)		6,768			3,105
Change in valuation allowance		8,155			(241	)		41
Global minimum tax		1,038			—			—
GILTI and other foreign income inclusion		1,429			(450	)		1,768
Stock-based compensation		(423	)		623			447
Non-deductible compensation		1,370			1,883			807
Change in uncertain tax benefit reserve		—			370			40
Other		(1,386	)		(821	)		(569	)
Total income tax expense	$	20,568		$	16,905		$	16,113

The U.S. Tax Cuts and Jobs Act (U.S. Tax Reform), which was signed into law on December 22, 2017, significantly changed U.S. tax law by, among other things, lowering corporate income tax rates to 21% from 35%, implementing a territorial tax system, adding a global intangible taxation regime (GILTI) and imposing a transition tax (Transition Tax) on deemed repatriated cumulative earnings of foreign subsidiaries.

U.S. Tax Reform enacted a new global intangible low-taxed income (GILTI) provision that requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiaries' tangible assets. The taxable earnings can be offset by a limited deemed paid foreign tax credit with no carrybacks or carryforwards available. The Company is subject to the GILTI provisions. The Company accounts for the GILTI as a period cost and includes the effect in the period in which it is incurred and it is not included as a factor in the determination of deferred taxes.

A Global Minimum Tax (GMT) directive has been enacted by the Organization for Economic Cooperation and Development (OECD) and various foreign jurisdictions have implemented new laws based on the directive effective as of January 1, 2024. The GMT has been implemented by several international jurisdictions where the Company conducts its manufacturing operations. The adoption by these jurisdictions of the GMT requires that the Company's applicable foreign operations include in their income tax expense an additional “top-up” tax that achieves a corporate minimum effective tax rate of 15% if the overall adjusted effective tax rate is less than 15% for the jurisdiction. The Company has included in its income tax expense for the calendar year ended December 31, 2024 an estimated amount of GMT for its foreign subsidiaries as required under the applicable GMT rules of the jurisdictions that have adopted the GMT directives.

The Company incurred a total Transition Tax liability of $80.5 million after reduction for net operating loss carryforwards, U.S. tax credit carryforwards and foreign tax credit carryforwards that were allowed to be utilized against its total tax liability as of December 31, 2017. The Company made an election to pay the net tax liability in installments. The Company has a total Transition Tax liability remaining as of December 31, 2024 of $20.1 million. The Company intends to pay this remaining liability in 2025. The $20.1 million is included in current liabilities as of December 31, 2024.

18

During 2024, 2023 and 2022, the Company repatriated $55.0 million, $70.0 million and $20.0 million, respectively, of foreign earnings to the United States. As of December 31, 2024, the Company has approximately $514.3 million in cumulative undistributed foreign earnings related to its foreign subsidiaries. These earnings would not be subject to U.S. federal income tax if distributed to the Company. The Company changed its assertion during 2018 on its foreign subsidiaries earnings that are permanently reinvested. A certain amount of earnings from specific foreign subsidiaries are permanently reinvested, and certain foreign earnings from other specific foreign subsidiaries are considered to be non-permanently reinvested and are available for immediate distribution to the Company. Income taxes have been accrued on the non-permanently reinvested foreign earnings, including the 2017 Transition Tax, the U.S. tax on GILTI and any applicable foreign or local withholding taxes. The Company estimates that it has approximately $12.1 million of unrecognized deferred tax liabilities related to any remaining undistributed permanently reinvested foreign earnings that have not already been subject to the 2017 Transition Tax, the U.S. tax on GILTI, and any applicable foreign income tax or local withholding tax on cash distributions.

The tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities were as follows:

	December 31,
(in thousands)	2024			2023
Deferred tax assets:
Carrying value of inventories	$	3,904		$	5,782
Accrued liabilities and allowances deductible for tax purposes on a cash basis		8,317			10,213
Goodwill		254			554
Stock-based compensation		5,973			5,853
Operating lease liabilities		30,063			33,260
Net operating loss carryforwards		26,014			12,662
Tax credit carryforwards		6,677			7,372
Research and experimentation		18,580			15,861
Interest rate swap and foreign exchange hedging		970			—
Other		10,484			8,540
Total gross deferred tax assets		111,236			100,097
Less: valuation allowance		(26,657	)		(18,502	)
Total net deferred tax assets		84,579			81,595
Deferred tax liabilities:
Plant and equipment, due to differences in depreciation		(11,469	)		(10,652	)
Operating lease right-of-use assets		(29,802	)		(32,999	)
Intangible assets, due to differences in amortization		(7,830	)		(8,946	)
Foreign taxes		(898	)		(898	)
Interest rate swap and foreign exchange hedging		—			(52	)
Other		(688	)		(1,105	)
Total gross deferred tax liabilities		(50,687	)		(54,652	)
Total net deferred tax assets	$	33,892		$	26,943
The net deferred tax assets are classified as follows:
Long-term assets	$	33,892		$	26,943
Long-term liabilities		—			—
Total net deferred tax assets	$	33,892		$	26,943

All of the Company's deferred tax assets and liabilities are classified as long-term on the consolidated balance sheets as of December 31, 2024 and 2023. Deferred tax assets and liabilities are offset for each tax jurisdiction and presented as a single net long-term amount on the consolidated balance sheet.

During 2024 and 2023, the Company incurred and capitalized certain research and experimentation expenses that are required to be capitalized as an amortizable asset under Internal Revenue Code (IRC) Section 174 and to be amortized over a period of five years. This requirement is based on the implementation of the U.S. Tax Reform Act of 2017 and became effective on January 1, 2022. As of December 31, 2024, the Company's net deferred tax asset from capitalized research and experimentation expenses was $18.6 million.

19

The net change in the Company's valuation allowance for 2024, 2023 and 2022 was a $8.2 million increase, $0.2 million decrease and a less than $0.1 million increase, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2024, based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances.

As of December 31, 2024, the Company has U.S. state operating loss carryforwards of approximately $20.5 million which will expire from 2037 to 2044; foreign operating loss carryforwards of approximately $11.7 million with indefinite carryforward periods; and foreign operating loss carryforwards of approximately $76.9 million which will expire at varying dates through 2034. The utilization of these net operating loss carryforwards is limited to the future operations of the Company in the tax jurisdictions in which such carryforwards arose. The Company has state tax credit carryforwards of $0.1 million which will expire at varying dates through 2026. The Company also has U.S. research and development tax credit carryforwards of $6.6 million which will expire from 2038 through 2044.

The Company has been granted certain tax incentives, including tax holidays, for its subsidiaries in Thailand and China that expire at various dates, unless extended or otherwise renegotiated and are subject to certain conditions with which the Company expects to comply. The tax incentives in Thailand will expire on December 31, 2030. The tax incentives in China will expire on December 31, 2026. In the fourth quarter of 2024, the Company was awarded a China tax holiday retroactive to January 1, 2024 through December 31, 2026. The tax holiday reduces the statutory tax rate from 25% to 15%. The net impact of the current tax incentives was to lower income tax expense for 2024, 2023, and 2022 by approximately $5.8 million (approximately $0.16 per diluted share), $6.3 million (approximately $0.17 per diluted share) and $9.0 million (approximately $0.25 per diluted share), respectively, as follows:

	Year Ended December 31,
(in thousands)	2024		2023		2022
Thailand	$	4,110	$	4,923	$	8,362
China		1,663		1,338		643
Total tax incentives	$	5,773	$	6,261	$	9,005

The Company must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the consolidated financial statements. As of December 31, 2024, the total amount of the reserve for uncertain tax benefits, including interest and penalties, was $7.3 million.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

	December 31,
(in thousands)	2024			2023		2022
Balances as of the beginning of the year	$	9,061		$	9,061	$	9,121
Additions related to current year tax positions		—			—		—
Additions related to prior year tax positions		—			—		—
Decreases related to prior year tax positions		(1,775	)		—		—
Decreases related to lapse of statutes		—			—		(60	)
Balances as of the end of the year	$	7,286		$	9,061	$	9,061

During 2024, there were decreases of prior year tax positions due to settlements of tax examinations. During 2023, there were no uncertain tax position changes. During 2022, the Company released less than $0.1 million of uncertain tax benefits related to lapse of statutes.

The reserve is classified as a current or long-term liability on the consolidated balance sheet based on the Company’s expectation of when the items will be settled. The Company records interest expense and penalties accrued in relation to uncertain tax benefits as a component of current income tax expense. As of December 31, 2024, the Company did not have any accrued potential interest on unrecognized tax benefits included in the reserve.

20

The Company and its subsidiaries in Brazil, China, Ireland, Malaysia, Mexico, 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 2018 to 2024. During the course of such income tax 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 9 – Revenue

The Company’s revenues are generated primarily from its manufacturing services, which entails the sale of manufactured products built to customer specifications. The Company also generates revenue from design, development and engineering services, in addition to the sale of other inventory.

Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a manufactured product to a customer. The Company’s contracts with customers are generally short-term in nature. Customers are generally billed when the product is shipped or as services are performed. Under the majority of the Company’s manufacturing contracts with customers, the customer controls all of the work-in-progress as products are being built. Revenues under these contracts are recognized progressively based on the cost-to-cost method. For other manufacturing contracts, the customer does not take control of the product until it is completed. Under these contracts, the Company recognizes revenue upon transfer of control of the product to the customer, which is generally when goods are shipped. Revenue from design, development and engineering services is recognized over time as the services are performed. The Company assumes no significant obligations after shipment as it typically warrants workmanship only. Therefore, the warranty provisions are generally not significant.

If the Company records revenue, but does not issue an invoice, a contract asset is recognized. The contract asset is transferred to trade accounts receivable when the entitlement to payment becomes unconditional.

Taxes assessed by governmental authorities that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer, are excluded from revenue.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of sales.

Disaggregation of Revenue

The following tables provide a summary of the Company's revenue disaggregated by market sector and a reconciliation of the disaggregated revenue to the Company's revenue by reportable operating segment:

	Year Ended December 31, 2024
(in thousands)	Americas		Asia		Europe		Total
Market sector:
Semi-Cap	$	212,466	$	389,630	$	121,139	$	723,235
Industrial		130,280		331,222		111,769		573,271
Medical		236,070		167,617		46,996		450,683
A&D		370,486		15,468		48,014		433,968
AC&C		328,400		146,478		70		474,948
External revenue		1,277,702		1,050,415		327,988		2,656,105
Elimination of intersegment sales		52,659		40,734		11,349		104,742
Segment revenue	$	1,330,361	$	1,091,149	$	339,337	$	2,760,847

21

	Year Ended December 31, 2023
(in thousands)	Americas		Asia		Europe		Total
Market sector:
Semi-Cap	$	262,117	$	283,870	$	100,305	$	646,292
Industrial		127,491		345,465		123,522		596,478
Medical		329,816		182,532		44,204		556,552
A&D		304,932		29,153		27,446		361,531
AC&C		509,631		168,436		56		678,123
External revenue		1,533,987		1,009,456		295,533		2,838,976
Elimination of intersegment sales		77,796		46,482		4,302		128,580
Segment revenue	$	1,611,783	$	1,055,938	$	299,835	$	2,967,556

	Year Ended December 31, 2022
(in thousands)	Americas		Asia		Europe		Total
Market sector:
Semi-Cap	$	286,322	$	357,634	$	78,146	$	722,102
Industrial		89,949		363,398		140,258		593,605
Medical		319,823		228,571		44,500		592,894
A&D		286,230		43,701		17,654		347,585
AC&C		428,630		201,073		442		630,145
External revenue		1,410,954		1,194,377		281,000		2,886,331
Elimination of intersegment sales		64,976		57,100		3,100		125,176
Segment revenue	$	1,475,930	$	1,251,477	$	284,100	$	3,011,507

The timing of revenue recognition, billings and cash collections result in billed accounts receivable, contract assets and advance payments from customers. During 2024, 2023 and 2022, 86.8%, 87.9% and 90.8%, respectively, of the Company’s revenue was recognized as products and services were transferred over time.

Contract assets primarily relate to the Company’s right to consideration for work completed but not billed to the customer as of period end. Contract asset balances are transferred to trade accounts receivable when the rights become unconditional.

A summary of activity related to the Company's contract assets follows:

	Year Ended December 31,
(in thousands)	2024			2023
Balance as of the beginning of the year	$	174,979		$	183,613
Revenue recognized		2,304,221			2,495,298
Amounts collected or invoiced		(2,311,622	)		(2,503,932	)
Balance as of the end of the period	$	167,578		$	174,979

As of December 31, 2024 and 2023, the Company had $143.6 million and $204.9 million, respectively, in advance payments from customers. Of those amounts $132.5 million and $191.6 million, respectively, were related to both customer deposits and prepayments of inventory and $11.1 million and $13.3 million, respectively, were related to the contractual timing of payments. The advance payments are not considered a significant financing component because they are used to meet working capital demands of a contract, offset inventory risks and protect the Company from the failure of other parties to fulfill obligations under a contract.

22

Note 10—Segment, Geographic Information and Major Customer

The Company’s Chief Executive Officer is our Chief Operating Decision Maker (CODM) who evaluates how resources are allocated, assesses performance and makes strategic and operational decisions. The Company currently has manufacturing facilities in the Americas, Asia and Europe to serve its customers. The Company is operated and managed geographically, and management evaluates performance and allocates the Company’s resources on a geographic basis. We provide manufacturing services, design and engineering services, and technology solutions in the Americas, Asia and Europe. Intersegment sales are generally recorded at prices that approximate arm’s length transactions. Operating segments’ measure of profitability is based on income from operations. Corporate and intersegment eliminations include (1) corporate expenses not allocated to the Company’s three reporting segments, which are primarily general and administrative expenses such as corporate employee payroll and benefit costs and corporate facility costs, and (2) income from operations on intersegment sales between reporting segments. Corporate functions include legal, finance, tax, treasury, information technology, risk management, human resources, business development and other administrative functions. 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: Americas, Asia, and Europe.

Information about the Company's operating segments follows:

(in thousands)	Americas		Asia		Europe		Total
2024
Sales from external customers	$	1,277,702	$	1,050,415	$	327,988	$	2,656,105
Intersegment sales		52,659		40,734		11,349		104,742
	$	1,330,361	$	1,091,149	$	339,337	$	2,760,847
Reconciliation of sales
Elimination of intersegment sales								(104,742	)
Sales							$	2,656,105
Less:
Cost of sales		1,201,073		895,842		292,115
Selling, general and administrative expenses		31,064		13,878		9,601
Other(1)		5,350		387		4
Segment income from operations	$	40,215	$	140,308	$	26,268	$	206,791
Reconciliation of income before income taxes
Other - corporate and eliminations(2)								(97,380	)
Interest expense								(26,922	)
Interest income								10,208
Other (expense) income, net								(8,802	)
Income before income taxes							$	83,895

23

(in thousands)	Americas		Asia		Europe		Total
2023
Sales from external customers	$	1,533,987	$	1,009,456	$	295,533	$	2,838,976
Intersegment sales		77,796		46,482		4,302		128,580
	$	1,611,783	$	1,055,938	$	299,835	$	2,967,556
Reconciliation of sales
Elimination of intersegment sales								(128,580	)
Sales							$	2,838,976
Less:
Cost of sales		1,431,551		871,882		269,878
Selling, general and administrative expenses		30,905		13,096		8,108
Other(1)		8,047		199		167
Segment income from operations	$	63,484	$	124,279	$	17,380	$	205,143
Reconciliation of income before income taxes
Other - corporate and eliminations(2)								(95,479	)
Interest expense								(31,875	)
Interest income								6,256
Other (expense) income, net								(2,825	)
Income before income taxes							$	81,220

(in thousands)	Americas		Asia		Europe		Total
2022
Sales from external customers	$	1,410,954	$	1,194,377	$	281,000	$	2,886,331
Intersegment sales		64,976		57,100		3,100		125,176
	$	1,475,930	$	1,251,477	$	284,100	$	3,011,507
Reconciliation of sales
Elimination of intersegment sales								(125,176	)
Sales							$	2,886,331
Less:
Cost of sales		1,321,316		1,047,354		257,493
Selling, general and administrative expenses		29,654		12,067		6,621
Other(1)		4,781		305		—
Segment income from operations	$	55,203	$	134,651	$	16,886	$	206,740
Reconciliation of income before income taxes
Other - corporate and eliminations(2)								(116,671	)
Interest expense								(12,894	)
Interest income								1,730
Other (expense) income, net								5,437
Income before income taxes							$	84,342

(1) Includes expenses for amortization of intangible assets and restructuring charges and other costs.

(2) Includes corporate expenses for unallocated expenses, amortization of intangible assets and restructuring charges and other costs and elimination of intersegment cost of sales.

24

	Year Ended December 31,
(in thousands)	2024		2023		2022
Depreciation and amortization:
Americas	$	21,136	$	20,940	$	19,574
Asia		10,277		9,746		10,192
Europe		3,596		3,226		3,289
Corporate		11,135		11,498		11,197
Total depreciation and amortization	$	46,144	$	45,410	$	44,252
Capital expenditures:
Americas	$	13,692	$	38,627	$	30,105
Asia		14,049		25,286		10,534
Europe		3,585		7,098		4,509
Corporate		1,927		6,728		1,626
Total capital expenditures	$	33,253	$	77,739	$	46,774

	December 31,
(in thousands)	2024		2023
Assets:
Americas	$	866,595	$	1,064,047
Asia		821,252		769,744
Europe		225,872		222,591
Corporate		225,745		218,373
Total assets	$	2,139,464	$	2,274,755

Geographic sales information about the Company's sales is determined based on the destination of the product shipped. Long-lived assets information is determined based on the physical location of the assets and includes property, plant and equipment, net, operating lease right-of-use assets and other long-term assets, net.

A summary of the Company's geographic sales and long-lived assets follows:

	Year Ended December 31,
(in thousands)	2024		2023		2022
Geographic sales:
United States	$	1,488,297	$	1,737,144	$	1,569,232
Singapore		463,553		383,914		457,889
Other Asia		215,898		210,927		332,144
Europe		406,514		402,514		387,276
Other		81,843		104,477		139,790
Total sales	$	2,656,105	$	2,838,976	$	2,886,331

	December 31,
(in thousands)	2024		2023
Long-lived assets:
United States	$	215,536	$	231,740
Asia		89,249		79,203
Europe		39,936		42,934
Other		64,506		66,072
Total long-lived assets	$	409,227	$	419,949

25

The Company’s customers operate in industries that are, to a varying extent, subject to rapid technological change, vigorous competition and short product life cycles. Developments adverse to the electronics industry, the Company’s customers or their products could impact the Company’s overall credit risk.

The Company extends credit based on evaluation of its customers’ financial condition and generally does not require collateral or other security from its customers and would incur a loss equal to the carrying value of the accounts receivable if its customer failed to perform according to the terms of the credit arrangement.

Sales to the Company's ten largest customers represented 50%, 52% and 52% of our consolidated sales for 2024, 2023 and 2022, respectively.

The Company had sales to the following customer that exceeded 10% of the Company's consolidated sales:

	Year Ended December 31,
	2024	2023	2022
Applied Materials, Inc. and subsidiaries	14%	12%	15%

Sales attributable to this customer were reported in the Americas and Asia operating segments.

As of December 31, 2024 and 2023, the Company had one customer whose gross accounts receivable exceeded 10% of consolidated gross accounts receivable. This customer represented 12% and 16% of consolidated gross accounts receivable as of December 31, 2024 and 2023, respectively.

Note 11—Accounts Receivable Sale Program

As of December 31, 2024, in connection with a trade accounts receivable sale program with unaffiliated financial institutions, the Company may elect to sell, at a discount, on an ongoing basis, up to a maximum of $200.0 million of specific accounts receivable at any one time.

During 2024, 2023 and 2022, the Company sold $600.0 million, $565.4 million and $445.4 million, respectively, of accounts receivable under this program, and in exchange, the Company received cash proceeds of $595.9 million, $560.9 million and $443.6 million, respectively, net of the discount. The Company recognizes the loss on sale resulting from the discount in other (expense) income, net in its consolidated statements of income.

Note 12—Financial Instruments

The Company’s financial instruments include cash equivalents, accounts receivable, other receivables, accounts payable, accrued liabilities, long-term debt, interest rate swaps and foreign currency hedges. For cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities, the Company believes that the carrying values of its financial instruments approximate the fair values because of their short-term nature. For borrowings under the credit facility in long-term debt, the Company believes that the fair value approximates the carrying value because the interest rates are variable. The Company uses derivative instruments to manage the variability of foreign currency obligations and interest rates. The Company does not enter into derivatives for speculative purposes.

The Company utilizes forward currency exchange contracts to manage its foreign currency exposure. These instruments are designated as cash flow hedges and the changes in fair value of the derivatives are recorded in accumulated other comprehensive loss on the consolidated balance sheet until earnings are affected by the variability of the cash flows. During 2024, the Company recorded an unrealized loss of $6.4 million ($4.8 million net of tax) on the forward currency exchange contracts in other comprehensive income (loss) and transferred unrealized gains of $0.6 million to cost of sales. During 2023, the Company recorded an unrealized gain of $2.3 million ($1.7 million net of tax) on the forward currency exchange contracts in other comprehensive income (loss) and transferred unrealized gains of $3.1 million to cost of sales. During 2022, the Company recorded an unrealized gain of $0.6 million ($0.4 million net of tax) on the forward currency exchange contracts in other comprehensive income (loss) and transferred unrealized gains of $0.5 million to cost of sales. The Company also has forward currency exchange contracts in place as of December 31, 2024 that have not been designated as accounting hedges and, therefore, changes in fair value are recorded in other (expense) income, net in the consolidated statements of income.

As of December 31, 2024, the fair value estimates for the Company’s forward currency exchange contracts were based on Level 2 inputs of the fair value hierarchy, which includes obtaining directly or indirectly observable values from third parties active in the relevant markets. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currencies. The Company enters into forward currency exchange contracts for its operations in Mexico, Europe and Asia.

26

The Company utilizes an interest rate swap agreement to hedge a portion of its interest rate exposure on outstanding borrowings under the Credit Agreement. The Company entered into a new interest rate swap agreement on July 20, 2023 and as of December 31, 2024, the notional amount of this interest rate swap agreement was $123.0 million. Under the interest rate swap agreement, the Company receives variable rate interest payments based on the one-month SOFR rate and pays fixed rate interest payments. The fixed interest rate for the contract is 4.039%. The effect of the swap is to convert a portion of the floating rate interest expense to fixed interest rate expense. Based on the terms of the interest rate swap contract and the underlying borrowings outstanding under the Credit Agreement, the interest rate contract was determined to be highly effective, and thus qualifies and has been designated as a cash flow hedge. As such, changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive loss on the consolidated balance sheet until earnings are affected by the variability of cash flows. As of December 31, 2023, the notional amount of the Company's previous interest rate swap agreement was $127.1 million and the fixed interest rate for the contract was 4.039%.

During 2024, the Company recorded an unrealized gain of $2.3 million ($1.8 million net of tax) on interest rate swaps in other comprehensive income (loss). During 2023, the Company recorded an unrealized loss of $3.1 million ($2.3 million net of tax) on the previous interest rate swap in other comprehensive income (loss). During 2022, the Company recorded an unrealized gain of $5.0 million ($3.7 million net of tax) on the previous interest rate swap in other comprehensive income (loss). See Note 13.

As of December 31, 2024 and 2023, the fair value estimates for the Company’s respective interest rate swap agreements were based on Level 2 inputs of the fair value hierarchy, as the Company obtained the valuation from a third party active in relevant markets. The valuation of the interest rate swap agreements is primarily measured through various pricing models and discounted cash flow analysis that incorporate observable market parameters, such as interest rate yield curves and volatility.

The fair values of the Company’s derivative instruments were as follows:

		December 31,			December 31,
(in thousands)	Balance Sheet Location	2024			2023
Derivatives designated as hedging instruments:
Forward currency exchange contracts	Other long-term assets (liabilities)	$	(3,745	)	$	2,664
Interest rate swap agreement	Other long-term assets (liabilities)		(114	)		(2,458	)

Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, restricted cash and trade accounts receivable. The Company maintains cash and cash equivalents with recognized financial institutions. One of the most significant credit risks is the ultimate realization of accounts receivable. This risk is mitigated by (i) sales generally are to well established companies, (ii) performing ongoing credit evaluation of customers, and (iii) engaging in frequent contact with customers, thus enabling management to monitor current changes in their business operations and respond accordingly. Management believes its allowance for doubtful accounts is adequate as of December 31, 2024. Concentrations of credit risk related to trade accounts receivable resulting from sales to major customers are discussed in Note 10.

Note 13—Accumulated Other Comprehensive Loss

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

(in thousands)	Foreign Currency Translation Adjustments			Derivative Instruments, Net of Tax			Other			Total
Balances, December 31, 2021	$	(12,729	)	$	(3,372	)	$	(1,057	)	$	(17,158	)
Other comprehensive gain (loss) before reclassifications		(3,148	)		4,641			(87	)		1,406
Amounts reclassified from accumulated    other comprehensive loss		—			(481	)		—			(481	)
Total other comprehensive income (loss)		(3,148	)		4,160			(87	)		925
Balances, December 31, 2022	$	(15,877	)	$	788		$	(1,144	)	$	(16,233	)
Other comprehensive gain (loss) before reclassifications		2,119			2,444			37			4,600
Amounts reclassified from accumulated    other comprehensive loss		845			(3,072	)		—			(2,227	)
Total other comprehensive income (loss)		2,964			(628	)		37			2,373
Balances, December 31, 2023	$	(12,913	)	$	160		$	(1,107	)	$	(13,860	)
Other comprehensive gain (loss) before reclassifications		(4,533	)		(2,459	)		196			(6,796	)
Amounts reclassified from accumulated    other comprehensive loss		—			(585	)		—			(585	)
Total other comprehensive income (loss)		(4,533	)		(3,044	)		196			(7,381	)
Balances, December 31, 2024	$	(17,446	)	$	(2,884	)	$	(911	)	$	(21,241	)

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See Note 12 for further discussion about the Company’s derivative instruments.

Note 14—Employee Benefit Plans

The Company has defined contribution plans qualified under Section 401(k) of the Internal Revenue Code for the benefit of all its U.S. employees. The Company’s contributions to the plans are based on employee contributions and compensation. During 2024, 2023 and 2022, the Company made contributions to the U.S. plans of approximately $7.0 million, $7.3 million and $6.5 million, respectively. The Company also has defined contribution plans for certain of its international employees primarily dictated by the customs of the regions in which it operates. During 2024, the Company made contributions to the international plans of approximately $0.3 million. During 2023 and 2022, the Company made contributions to the international plans of approximately $0.1 million each year.

Note 15—Contingencies

On January 7, 2025, our Guadalajara subsidiary Benchmark Electronics de Mexico S. de R.L. de C.V. (Benchmark Guadalajara) received a tax assessment from the Jalisco, Mexico office of customs and taxing authorities (Servicio de Administracion Tributaria (SAT)) asserting that Benchmark Guadalajara owes approximately $12.0 million in import duties, customs penalties, fees and surcharges relating to goods imported by Benchmark Guadalajara into Mexico in the first quarter of 2016. Benchmark Guadalajara disagrees with the findings in the tax assessment and is pursuing available administrative and judicial appeals and related reimbursement and offset opportunities. It is reasonably possible that Benchmark Guadalajara will be required to make a payment to satisfy the assessment levied by SAT; however, the Company believes the administrative and judicial appeals may ultimately prove successful and an estimate of loss cannot be made at this time.

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.

Note 16—Restructuring Charges and Other Costs

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 Company’s restructuring process entails moving production between facilities, reducing staff levels, realigning business processes, reorganizing management and other activities.

During 2024, 2023 and 2022, the Company recognized $6.3 million, $7.3 million and $5.7 million of restructuring charges. In 2024, these changes primarily related to capacity and workforce reductions at its sites in the Americas. In 2023 and 2022, these charges primarily related to the previously announced closures of its sites in San Jose, California, Angleton, Texas, and Moorpark, California in the Americas, and other smaller activities involving capacity reductions and reductions in workforce in certain facilities across various regions. San Jose, California operations ceased, and all restructuring activity was complete as of March 31, 2022. Angleton, Texas operations ceased, and all restructuring activity was complete as of June 30, 2022 upon the disposition of the facility. Moorpark, California operations ceased as of March 31, 2023 with restructuring activity substantially complete by the end 2023. Accrued restructuring costs are included in accrued liabilities on the consolidated balance sheet.

The following table summarizes the 2024 activity in accrued restructuring costs:

(in thousands)	Balances as of December 31, 2023		Restructuring Charges			Cash Payments			Non-Cash Activity		Balances as of December 31, 2024
Severance costs	$	35	$	4,844		$	(4,670	)	$	—	$	209
Lease facility costs		9		(9	)		—			—		—
Other exit costs		81		1,501			(1,582	)		—		—
Total accrued restructuring costs	$	125	$	6,336		$	(6,252	)	$	—	$	209

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The components of restructuring charges during 2024 were as follows:

	Year Ended December 31, 2024
(in thousands)	Americas		Asia			Europe		Total
Severance costs	$	4,473	$	371		$	—	$	4,844
Lease facility costs		—		(9	)		—		(9	)
Other exit costs		1,501		—			—		1,501
Total restructuring charges	$	5,974	$	362		$	—	$	6,336

The following table summarizes the 2023 activity in accrued restructuring costs:

(in thousands)	Balances as of December 31, 2022		Restructuring Charges		Cash Payments			Non-Cash Activity		Balances as of December 31, 2023
Severance costs	$	3,683	$	4,508	$	(8,156	)	$	—	$	35
Lease facility costs		17		176		(184	)		—		9
Other exit costs		81		2,643		(2,643	)		—		81
Total accrued restructuring costs	$	3,781	$	7,327	$	(10,983	)	$	—	$	125

The components of restructuring charges during 2023 were as follows:

	Year ended December 31, 2023
(in thousands)	Americas		Asia		Europe		Total
Severance costs	$	4,226	$	—	$	282	$	4,508
Lease facility costs		176		—		—		176
Other exit costs		2,640		—		3		2,643
Total restructuring charges	$	7,042	$	—	$	285	$	7,327

The following table summarizes the 2022 activity in accrued restructuring costs:

(in thousands)	Balances as of December 31, 2021		Restructuring Charges		Cash Payments			Non-Cash Activity			Balances as of December 31, 2022
Severance costs	$	3,257	$	2,428	$	(1,713	)	$	(289	)	$	3,683
Lease facility costs		17		1,261		(1,261	)		—			17
Other exit costs		237		2,021		(2,056	)		(121	)		81
Total accrued restructuring costs	$	3,511	$	5,710	$	(5,030	)	$	(410	)	$	3,781

The components of restructuring charges during 2022 were as follows:

	Year ended December 31, 2022
(in thousands)	Americas		Asia		Europe		Total
Severance costs	$	2,298	$	130	$	—	$	2,428
Lease facility costs		1,261		—		—		1,261
Other exit costs		2,021		—		—		2,021
Total restructuring charges	$	5,580	$	130	$	—	$	5,710

During 2023, the Company made the decision to no longer continue certain manufacturing capabilities in the Americas. In connection with that decision, the Company assessed the facility and equipment assets used in those manufacturing capabilities and recorded $1.1 million of impairment charges as a result of that assessment. The asset impairment charges are included in restructuring charges and other costs in the consolidated statement of income for 2023.

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During 2021, the Company made the decision to no longer continue certain manufacturing capabilities in the Americas. In connection with that decision, the Company assessed the facility and equipment assets used in those manufacturing capabilities using valuation information from third parties and recorded $4.4 million of impairment charges as a result of that assessment. The asset impairment charges are included in restructuring charges and other costs in the consolidated statements of income for 2021. During 2022, the Company completed the sale of the related equipment for $1.3 million and recorded a loss on assets held for sale of $2.0 million, which is included in restructuring charges and other costs in the consolidated statement of income. Additionally, during 2022, the Company completed the sale of a building in Angleton, Texas for $4.3 million and recorded a gain on assets held for sale of $2.4 million which is also included in restructuring charges and other costs. Furthermore, during 2022, the Company agreed to $3.3 million in legal settlements that are included in restructuring charges and other costs.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Benchmark Electronics, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Benchmark Electronics, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of income tax expense

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company has recorded income tax expense of $20.6 million for the year ended December 31, 2024. The Company serves international markets and is subject to income taxes in the United States and foreign jurisdictions, which affect the Company’s income tax expense. Income tax expense is an estimate based on the Company’s understanding of current enacted tax laws and tax rates of each tax jurisdiction.

We identified the evaluation of income tax expense as a critical audit matter. Complex auditor judgment was required in evaluating the Company’s interpretation and application of tax laws and the related impacts to income tax expense. There is complexity in the evaluation of the U.S. income tax expense due to the impact of U.S. tax reform on multinational operations such as the U.S. tax on global intangible low-taxed income (GILTI) and foreign tax credits. There is also complexity in evaluating the impact of changing foreign tax laws on income tax expense.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s income tax expense process. This included controls over the identification of changes to tax laws in the jurisdictions in which the Company operates and the Company’s evaluation of the determination of GILTI and foreign tax credits. We involved tax professionals with specialized skills and knowledge who assisted in evaluating the application of the relevant tax laws and regulations in the determination of the Company’s tax expense. In addition, we evaluated the Company’s methodology used in the determination of GILTI and foreign tax credits.

/s/ KPMG LLP

We have served as the Company’s auditor since 1986.

Phoenix, Arizona

February 24, 2025

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

The following documents are filed as part of this Report:

(1) Financial Statements

See Part II, Item 8 of this Report for information concerning our financial statements and Report of Independent Registered Public Accounting Firm incorporated herein by reference.

(2) Financial Statement Schedules

All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules or because the information is included in Part II, Item 8 of this Report.

(b) Exhibits

The list of exhibits filed with this Report is set forth in the Exhibit Index immediately below and is incorporated herein by reference.

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BENCHMARK ELECTRONICS, INC.

Exhibit Index

Exhibit No.	Exhibit Description
2.1	Purchase Agreement dated October 20, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated November 12, 2015 (Commission file number 1-10560))
3.1	Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 17, 2016) (Commission file number 1-10560)
3.2	Amended and Restated Bylaws of the Company dated December 2, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 7, 2020 (Commission file number 1-10560))
4.1	Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (Commission file number 1-10560)
4.2	Description of Company’s securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission file number 1-10560))
10.1 (1)	Form of Indemnity Agreement between the Company and its directors and senior officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2017 (Commission file number 1-10560))
10.2 (1)	Benchmark Electronics, Inc. 2000 Stock Awards Plan (2000 Plan) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (Registration Number 333-54186))
10.3 (1)	Form of nonqualified stock option agreement for use under the 2000 Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission file number 1-10560))
10.4 (1)	Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (2002 Plan) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 15, 2002 (Commission file number 1-10560))
10.5 (1)	Amendment No. 1 to the 2002 Plan (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated May 19, 2006 (Commission file number 1-10560))
10.6 (1)	Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (2010 Plan) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427))
10.7 (1)	First Amendment to the 2010 Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A filed March 28, 2014 (Commission file number 1-10560))
10.8 (1)	Form of option award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427))
10.9 (1)	Form of restricted share award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427))
10.10 (1)	Form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 (Registration Number 333-168427))
10.11 (1)	Amended form of restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560))
10.12 (1)	Form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016 (Commission file number 1-10560))
10.13 (1)	Amended form of performance-based restricted stock unit award agreement for use under the 2010 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (Commission file number 1-10560))

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Exhibit No.	Exhibit Description
10.14 (1)	Benchmark Electronics, Inc. Deferred Compensation Plan dated as of December 16, 2008 (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 (Registration Number 333-156202))
10.15 (1)	Form of Executive Severance Agreement (incorporated by referent to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission file number 1-10560))
10.16 (4)	Amended and Restated Credit Agreement, dated December 31, 2021, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company's Current Report of Form 8-dated December 28, 2021 (Commission file number 1-10560))
10.16.1 (4)	Amendment No. 1 to Amended and Restated Credit Agreement, dated May 20, 2022, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 24, 2022 (Commission file number 1-10560))
10.16.2	Amendment No. 2 to Amended and Restated Credit Agreement, dated February 3, 2023, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.16.2 to the Company’s Annual Report on Form 10-K for year ended December 31, 2022 (Commission file number 1-10560))
10.16.3 (4)	Amendment No. 3 to Amended and Restated Credit Agreement, dated May 1, 2023, by and among Benchmark Electronics, Inc., certain of its subsidiaries, the lenders party thereto and Bank of America, N.A. as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Company's Current Report of Form 8-K dated May 3, 2023 (Commission file number 1-10560)
10.18 (1)	Form of Key Management Severance Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 11, 2017 (Commission file number 1-10560))
10.19 (1)	Employment Agreement, dated February 26, 2019, between the Company and Jeffrey W. Benck (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 28, 2019 (Commission file number 1-10560))
10.20 (1)	Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 5, 2019) (Commission file number 1-10560)
10.20.1 (1)	First Amendment to the Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (incorporated herein by reference to Annex A to the Company's Revised Definitive Proxy Statement on Schedule 14A filed on April 15, 2022 (Commission file number 1-10560))
10.21 (1)	Form of restricted stock unit award agreement for use under the 2019 Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission file number 1-10560))
10.22 (1)	Form of performance-based restricted stock unit award agreement for use under the 2019 Plan (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission file number 1-10560))
10.23 (1)	Description of Compensation Terms with Chief Financial Officer, effective as of October 8, 2024, by and between Benchmark Electronics, Inc. and Bryan Schumaker (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (Commission file number 001-10560))
14.1	Code of Conduct (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission file number 1-10560))
19.1	Benchmark Electronics, Inc. Securities Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
21.1	Subsidiaries of Benchmark Electronics, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
23.1	Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))

35

Exhibit No.	Exhibit Description
31.1	Section 302 Certification of Chief Executive Officer (incorporated by reference to Exhibit 31.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
31.2	Section 302 Certification of Chief Financial Officer (incorporated by reference to Exhibit 31.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
31.3 (2)	Section 302 Certification of Chief Executive Officer
31.4 (2)	Section 302 Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer (incorporated by reference to Exhibit 32.1 furnished with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
32.2	Section 1350 Certification of Chief Financial Officer (incorporated by reference to Exhibit 32.2 furnished with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
32.3 (3)	Section 1350 Certification of Chief Executive Officer
32.4 (3)	Section 1350 Certification of Chief Financial Officer
97.1	Benchmark Electronics, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Commission file number 1-10560))
101.INS (2)	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH (2)	Inline XBRL Taxonomy Extension Schema Document
104 (2)	Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

(1)

Indicates management contract or compensatory plan or arrangement

(2)

Filed herewith

(3)

Furnished herewith

(4)

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request.

36

SIGNATURES

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

	BENCHMARK ELECTRONICS, INC.
By:	/s/ Jeffrey W. Benck
	Jeffrey W. Benck
	President and Chief Executive Officer
Date:	February 27, 2025

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