UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 11-K
---------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 1-10560
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF
THE ISSUER NAMED BELOW:
BENCHMARK ELECTRONICS, INC. 401(K) EMPLOYEE SAVINGS PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS PRINCIPAL EXECUTIVE OFFICER:
BENCHMARK ELECTRONICS, INC.
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
==============================================================================
<PAGE>
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Plan Benefits as of December 31, 1997
and 1996.
2. Statement of Changes in Net Assets Available for Plan Benefits for the year
ended December 31, 1997.
3. Item 27(a) - Schedule of Assets Held for Investment Purposes at December 31,
1997
4. Item 27(d) - Schedule of Reportable Transactions for the Year Ended December
31, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
By: /s/ GAYLA J. DELLY
Gayla J. Delly
TREASURER
Date: June 30, 1998
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
(WITH INDEPENDENT AUDITORS'
REPORT THEREON)
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
Independent Auditors' Report
Statements of Net Assets Available for
Plan Benefits at December 31, 1997 and 1996
Statement of Changes in Net Assets Available for Plan Benefits for the year
ended December 31, 1997
Notes to Financial Statements
SCHEDULES
Item 27(a) - Schedule of Assets Held for Investment Purposes
at December 31, 1997....................................................1
Item 27(d) - Schedule of Reportable Transactions
for the Year Ended December 31, 1997....................................2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Benchmark Electronics, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Benchmark Electronics, Inc. 401(k) Employee Savings Plan (the
Plan) as of December 31, 1997 and 1996, and the related statement of changes in
net assets available for plan benefits for the year ended December 31, 1997.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplementary schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG Peat Marwick LLP
June 1, 1998
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
1997 1996
---- ----
Assets:
Investments, at fair value:
Principal Mutual Life Insurance Company
Guaranteed Interest Accounts with
maturity dates as follows
1996 $ - 222,118
1997 247,777 261,175
1998 233,870 248,665
1999 361,991 390,762
2000 424,544 454,308
---------- ---------
1,268,182 1,577,028
Pooled Mutual Funds
Morley Stable Value Fund 6,229,371 -
Federated Max-Cap Fund Institutional Class 5,552,087 -
Fidelity Advisor Growth Opportunities Fund 3,197,503 -
Franklin Custodian Funds - Income Series 1,640,795 -
Templeton Foreign Fund 746,079 -
Money Market 15,965 18,105
U.S. Stock - 972,494
International Stock - 217,399
Bond and Mortgage - 29,365
Bond Emphasis Balanced - 15,291
Stock Index 500 - 89,709
--------- ---------
17,381,800 1,342,363
Benchmark Electronics, Inc. Common Stock Fund 3,583,878 -
Participants' notes receivable 658,605 46,961
---------- ---------
Total investments 22,892,465 2,966,352
---------- ---------
Receivables:
Employer contributions 45,444 11,747
Participant contributions 64,117 23,337
---------- ---------
Total receivables 109,561 35,084
---------- ---------
Net assets available for plan benefits $23,002,026 3,001,436
========== =========
See accompanying notes to financial statements.
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1997
Additions to net assets attributed to:
Investment income:
Interest $ 108,483
Dividends 114,324
Net gain on sale of investments 1,084,810
Net appreciation in fair value of investments 2,250,744
-----------------
3,558,361
-----------------
Contributions:
Employer 667,657
Participant 1,740,260
Rollovers 33,648
-----------------
2,441,565
-----------------
Total additions 5,999,926
Benefits paid to participants (2,369,086)
Transfer of assets from prior plans 16,369,750
-----------------
Net increase 20,000,590
Net assets available for plan benefits:
Beginning of year 3,001,436
-----------------
End of year $ 23,002,026
=================
See accompanying notes to financial statements.
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
(1) DESCRIPTION OF PLAN
The following description of the Benchmark Electronics, Inc. 401(k)
Employee Savings Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for more complete
information.
(A) GENERAL
The Plan is a defined contribution plan covering all employees of
Benchmark Electronics, Inc. (the Company), who have one year of service
and have attained the age of 21. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
(B) CONTRIBUTIONS AND INVESTMENT OPTIONS
The Plan states that participants may elect to defer up to 17% of their
compensation, as defined, provided that the maximum annual additions
(which includes employer contributions) do not cause the Plan to exceed
the maximum amount allowable as a deduction to the participant under
provisions of the Internal Revenue Service Code. Participant
contributions will be matched by the Company on a 50% basis, not to
exceed 3% of a participant's compensation (referred to as employer
contributions).
Participants may direct all contributions to any of the following
investment options.
Guaranteed Interest Account - Funds are invested in a guaranteed
investment contract with Principal Mutual Life Insurance Company
(note 5). The underlying assets in the Guaranteed Interest Accounts
are invested mostly in private placement bonds, commercial
mortgages, and residential mortgages.
Money Market Fund - Funds are invested in money market instruments.
Morley Stable Value Fund - Funds are invested in a diversified pool
of stable value assets, including investment contracts issued by
insurance companies, banks and other financial institutions, to
provide a consistent rate of return, while preserving capital and
minimizing risk.
Fidelity Advisor Growth Opportunities Fund - Funds are invested in
traditional growth stocks, companies with above-average growth in
sales or earnings, plus other opportunities such as special
situations, debt securities and cyclicals.
Federated Max-Cap Fund Institutional Class - Funds are invested in
the stocks of large capitalization, primarily domestic companies
represented in the S&P 500 stock index.
Franklin Custodian Funds - Income Series - Funds are invested in a
diversified portfolio of securities selected with particular
consideration of income production.
Templeton Foreign Fund - Funds are invested in stocks and debt
obligations of companies and governments outside the United States.
Benchmark Electronics, Inc. Common Stock Fund - Funds are
invested in common stock of the Company.
(Continued)
<PAGE>
2
BENCHMARK ELECTRONIC, INC.
401(k) EMPLOYEE SAVINGS PLAN
(C) VESTING
Participants are immediately vested in their contributions to the Plan
plus actual earnings thereon. The Plan provides for a 20% vesting in
employer contributions after two years of employment and an additional
20% vesting annually until the participant is 100% vested after six
years.
Nonvested employer contributions are forfeited upon the participant's
receipt of a distribution of his/her vested balance. If the participant
is subsequently reemployed before incurring five consecutive one-year
breaks in service and such participant had received a distribution of
his entire vested interest prior to his reemployment, amounts forfeited
may be reinstated if the rehired participant repays to the Plan the
amounts previously distributed upon his/her prior termination.
(D) PARTICIPANTS' NOTES RECEIVABLE
Upon written application by a participant, the Plan administrator may
make loans to participants not to exceed 50% of the participants'
401(k) balance, with a minimum of $1,000. Loans are to be repaid by
level monthly payroll deductions of principal plus interest or may be
prepaid in full or in part without penalty at any time.
(E) ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are paid by the Company.
(F) PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the vested value of his/her account or an
annuity with various terms and rates.
(G) TERMINATION OF THE PLAN
Although the Company has not expressed any intent to terminate the
Plan, it may do so as provided by the Plan agreement. Following
termination of the Plan, each participant shall become fully vested in
their participant account.
(2) SUMMARY OF ACCOUNTING POLICIES
(A) BASIS OF FINANCIAL STATEMENTS
The financial statements of the Plan are prepared under the accrual
method of accounting.
(B) INVESTMENT VALUATION
The Plan's investments are stated at fair value. Insurance contracts
with Principal Mutual Life Insurance Company (Principal) (note 5) are
reported in the accompanying financial statements at fair value as
reported by Principal. The common shares of the Company are valued at
its quoted market price. Participants' notes receivable are recorded at
cost which approximates their fair value. All other investments are
stated at fair value, as reported by the trustee.
(Continued)
<PAGE>
3
BENCHMARK ELECTRONIC, INC.
401(k) EMPLOYEE SAVINGS PLAN
(C) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions
to and deductions from net assets during the reporting period. Actual
results could differ from those estimates.
(D) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) PLAN AMENDMENT
Effective April 1, 1997, the custodian of the Plan changed from Principal
to Chase Bank of Texas National Association (Chase).
(4) INFORMATION CERTIFIED BY CUSTODIAN
The financial statements of the Plan are compiled using investment
information received from Chase and Principal. The information includes
listings of investments (stated at cost and fair value) and a listing of
all cash receipts and disbursements of the Plan, together with all other
transactions which affect Plan investments. Such information has been
certified as complete and accurate by Chase and Principal.
(5) INSURANCE CONTRACT WITH PRINCIPAL
Pursuant to the terms of the Plan, the Plan administrator has entered into
an insurance contract with Principal, whereby contributions made by the
Company are deposited and maintained in Principal's Guaranteed Interest
Accounts. The Plan has entered into a five-year guarantee in which the
interest rate earned on the commingled investments of the Guaranteed
Interest Accounts for the years ending December 31, 1997 and 1996 is
guaranteed for the remaining years of the guarantee period.
(6) FEDERAL INCOME TAX EXEMPTION
The Internal Revenue Service has determined and informed the Company by a
letter dated January 5, 1998, that the Plan and related trust are designed
in accordance Section 401(a) of the Internal Revenue Code of 1986 (IRC)
and, accordingly, to be entitled to an exemption from federal income taxes
under the provisions of Section 501(a). The Plan administrator believes
that the Plan is designed, and is currently being operated in compliance
with the appropriate IRC sections.
(7) TRANSFER OF ASSETS FROM PRIOR PLANS
During 1997, the net assets of the EMD Technologies, Inc. 401(k) Savings
Plan and the Electronics Acquisition, Inc. Employee Stock Ownership Plan
(the Prior Plans) were transferred to the Plan and the Prior Plans were
terminated.
(Continued)
<PAGE>
4
BENCHMARK ELECTRONIC, INC.
401(k) EMPLOYEE SAVINGS PLAN
(8) RECONCILIATION OF CHANGE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
REPORTED IN FORM 5500
Reconciliation of the change in net assets available for plan benefits
reported in the accompanying statement to the amount reported to the
Internal Revenue Service in the Plan's Form 5500 for the year ended
December 31, 1997 is as follows:
Net change in net assets available for plan benefits reported
per the Form 5500 $20,008,692
Adjustment in contributions from employer (2,892)
Adjustment in contributions from participants (5,210)
Net change in net assets available for plan benefits
as reported herein $20,000,590
(9) INVESTMENTS
The following table presents investments that represent 5 percent or more
of the Plan's net assets as of December 31, 1997:
Morley Stable Value Fund $6,229,371
Federated Max-Cap Fund Institutional Class 5,552,087
Benchmark Electronics, Inc. Common Stock Fund 3,583,878
Fidelity Advisor Growth Opportunities Fund 3,197,503
Franklin Custodian Funds - Income Series 1,640,795
Principal Mutual Life Insurance Company
Guaranteed Interest Accounts 1,268,182
(Continued)
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(10) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Guaranteed Guaranteed Guaranteed Guaranteed Guaranteed
interest interest interest interest interest
account account account account account Money
maturing maturing maturing maturing maturing Market
1996 1997 1998 1999 2000 Fund
------------- ------------ ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributable to:
Investment income:
Interest ...................................... $ -- 13,219 14,707 22,240 25,959 2,662
Dividends ..................................... -- -- -- -- -- --
Net gain on sale of investments ............... -- -- -- -- -- --
Net appreciation (depreciation) in
fair value of investments .................... -- -- -- -- -- --
--------- -------- -------- -------- -------- --------
-- 13,219 14,707 22,240 25,959 2,662
--------- -------- -------- -------- -------- --------
Contributions:
Employer ...................................... -- -- -- -- -- 9,198
Participant ................................... -- -- -- -- -- 20,984
Rollovers ..................................... -- -- -- -- -- --
--------- -------- -------- -------- -------- --------
-- -- -- -- -- 30,182
--------- -------- -------- -------- -------- --------
Total additions .............................. -- 13,219 14,707 22,240 25,959 32,844
Deductions - benefits paid to participants ....... -- 16,778 18,291 31,629 30,467 4,849
--------- -------- -------- -------- -------- --------
Net increase (decrease) prior to
interfund transfers ......................... -- (3,559) (3,584) (9,389) (4,508) 27,995
Transfer of assets from prior plans .......... -- -- -- -- -- --
Interfund transfers .......................... (222,118) (9,839) (11,211) (19,382) (25,256) (30,135
--------- -------- -------- -------- -------- --------
Net increase (decrease) ..................... (222,118) (13,398) (14,795) (28,771) (29,764) (2,140
Net assets available for plan benefits:
Beginning of year ............................ 222,118 261,175 248,665 390,762 454,308 18,105
--------- -------- -------- -------- -------- --------
End of year .................................. $ -- 247,777 233,870 361,991 424,544 15,965
--------- -------- -------- -------- -------- --------
(10) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (continued)
Federated Fidelity Franklin
Morley Max-Cap Advisor Custodian Benchmark
Stable Fund Growth Funds - Templeton Electronics, Inc.
Value Institutional Opportunities Income Foreign Common
Fund Class Fund Series Fund Stock Fund
------------ ------------- ------------ ------------ ---------- ------------
Additions to net assets attributable to:
Investment income:
Interest .................................. - - - - - -
Dividends ................................. - 41,447 324 51,814 20,739 -
Net gain on sale of investments ........... 74,555 557,031 281,014 89,916 56,955 25,339
Net appreciation (depreciation) in
fair value of investments ................ 250,683 782,574 121,559 112,681 (88,420) 1,038,989
--------- --------- --------- --------- --------- ----------
325,238 1,381,052 402,897 254,411 (10,726) 1,064,328
--------- --------- --------- --------- --------- ----------
Contributions:
Employer .................................. 162,978 113,810 146,546 45,610 48,802 51,524
Participant ............................... 417,592 327,052 419,173 122,635 139,545 137,205
Rollovers ................................. 5,850 948 19,806 379 190 6,475
--------- --------- --------- --------- --------- ----------
586,420 441,810 585,525 168,624 188,537 195,204
--------- --------- --------- --------- --------- ----------
Total additions .......................... 911,658 1,822,862 988,422 423,035 177,811 1,259,532
Deductions - benefits paid to participants ... 1,102,979 463,207 61,515 173,091 11,809 317,020
--------- --------- --------- --------- --------- ----------
Net increase (decrease) prior to
interfund transfers ..................... (191,321) 1,359,655 926,907 249,944 166,002 942,512
Transfer of assets from prior plans ...... 3,682,563 4,429,073 4,051,877 1,531,114 - 2,362,719
Interfund transfers ...................... 2,738,129 (236,641) (1,781,281) (140,263) 580,077 278,647
--------- --------- --------- --------- --------- ----------
Net increase (decrease) ................. 6,229,371 5,552,087 3,197,503 1,640,795 746,079 3,583,878
Net assets available for plan benefits:
Beginning of year ........................ - - - - - -
--------- --------- --------- --------- --------- ----------
End of year .............................. 6,229,371 5,552,087 3,197,503 1,640,795 746,079 3,583,878
========= ========= ========= ========= ========= ==========
(10) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (continued)
Bond
U.S. International Bond and Emphasis Stock Participants'
Stock Stock Mortgage Balanced Index 500 Notes
Fund Fund Fund Fund Fund Receivable
---------------- -------------- ----------- ------------ ----------- -------------
Additions to net assets attributable to:
Investment income:
Interest .................................. - - - - - 29,696
Dividends ................................. - - - - - -
Net gain on sale of investments ........... - - - - - -
Net appreciation (depreciation) in
fair value of investments ................ 22,567 9,345 (129) (1,579) 2,474 -
--------- --------- --------- --------- --------- ----------
22,567 9,345 (129) (1,579) 2,474 29,696
Contributions:
Employer .................................. 27,918 11,597 3,180 2,455 10,342 -
Participant ............................... 57,207 20,988 7,747 5,256 24,096 -
Rollovers ................................. - - - - - -
--------- --------- --------- --------- --------- ----------
85,125 32,585 10,927 7,711 34,438 -
--------- --------- --------- --------- --------- ----------
Total additions .......................... 107,692 41,930 10,798 6,132 36,912 29,696
Deductions - benefits paid to participants ... 77,653 16,717 867 462 4,271 37,481
--------- --------- --------- --------- --------- ----------
Net increase (decrease) prior to
interfund transfers ..................... 30,039 25,213 9,931 5,670 32,641 (7,785)
Transfer of assets from prior plans ...... - - - - - 312,404
Interfund transfers ...................... (1,002,533) (242,612) (39,296) (20,961) (122,350) 307,025
--------- --------- --------- --------- --------- ----------
Net increase (decrease) ................. (972,494) (217,399) (29,365) (15,291) (89,709) 611,644
Net assets available for plan benefits:
Beginning of year ........................ 972,494 217,399 29,365 15,291 89,709 46,961
--------- --------- --------- --------- --------- ----------
End of year .............................. - - - - - 658,605
========= ========= ========= ========= ========= ==========
</TABLE>
(10) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (continued)
Total at
Receivables 1997
------------- -----------
Additions to net assets attributable to:
Investment income:
Interest ....................................... -- 108,483
Dividends ...................................... -- 114,324
Net gain on sale of investments ................ -- 1,084,810
Net appreciation (depreciation) in
fair value of investments ..................... -- 2,250,744
--------- ----------
-- 3,558,361
--------- ----------
Contributions:
Employer ....................................... 33,697 667,657
Participant .................................... 40,780 1,740,260
Rollovers ...................................... -- 33,648
--------- ----------
74,477 2,441,565
--------- ----------
Total additions ............................... 74,477 5,999,926
Deductions - benefits paid to participants ........ -- 2,369,086
--------- ----------
Net increase (decrease) prior to
interfund transfers .......................... 74,477 3,630,840
Transfer of assets from prior plans ........... -- 16,369,750
Interfund transfers ........................... -- --
--------- ----------
Net increase (decrease) ...................... 74,477 20,000,590
Net assets available for plan benefits:
Beginning of year ............................. 35,084 3,001,436
--------- ----------
End of year ................................... 109,561 23,002,026
<PAGE>
SCHEDULE 1
BENCHMARK ELECTRONICS, INC.
401 (K) EMPLOYEE SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST VALUE
------------------ ------------------------- ---- -----
<S> <C> <C> <C>
Principal Mutual Life Insurance Co. Guaranteed Interest Account, due 1997 247,777 247,777
Principal Mutual Life Insurance Co. Guaranteed Interest Account, due 1998 233,870 233,870
Principal Mutual Life Insurance Co. Guaranteed Interest Account, due 1999 361,991 361,991
Principal Mutual Life Insurance Co. Guaranteed Interest Account, due 2000 424,544 424,544
Chase Bank of Texas, National Association Morley Stable Value Fund 5,975,504 6,229,371
Chase Bank of Texas, National Association Federated Max-Cap Fund Institutional Class 4,752,456 5,552,087
Chase Bank of Texas, National Association Fidelity Advisor Growth Opportunities Fund 3,038,465 3,197,503
Chase Bank of Texas, National Association Franklin Custodian Funds - Income Series 1,528,365 1,640,795
Chase Bank of Texas, National Association Templeton Foreign Fund 833,098 746,079
Chase Bank of Texas, National Association Money Market Fund 15,965 15,965
Benchmark Electronics, Inc. Common Stock Fund 2,927,682 3,583,878
Participants' notes receivable (rates range from 6.63% to 11.00%
at December 31, 1997, maturing in years 1998 through 2006) 658,605 658,605
------------- -------------
$ 20,998,322 22,892,465
============= =============
</TABLE>
See accompanying independent auditors' report.
<PAGE>
SCHEDULE 2
BENCHMARK ELECTRONICS, INC.
401 (K) EMPLOYEE SAVINGS PLAN
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 1997
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING COST TRANSACTION NET
INVOLVED OF ASSET PRICE PRICE OF ASSETS DATE GAIN
-------- -------- ----- ----- --------- ---- ----
<S> <C> <C> <C> <C> <C>
Morley Capital Morley Stable Value
Management Fund $ 956,281 2,922,013 2,849,409 2,922,013 72,604
Federated Federated Max-Cap Fund
Management Institutional Class 1,740,443 1,917,175 1,548,170 1,917,175 369,005
Fidelity Management Fidelity Advisor Growth
& Research Opportunities Fund 2,414,865 385,703 316,062 385,703 69,641
Franklin Advisers, Franklin Custodian Funds -
Inc Income Series 640,326 840,552 799,232 840,552 41,320
Templeton Global Templeton Foreign Fund 663,478 92,720 90,404 92,720 2,316
Advisors Limited
Benchmark Common Stock Fund 1,344,842 1,187,166 1,162,673 1,187,166 24,493
Electronics, Inc.
Principal Mutual Pooled Separate Account -
Insurance Co. U.S. Stock -- 977,141 977,141 977,141 --
Principal Mutual Pooled Separate Account -
Insurance Co. International Stock -- 261,426 261,426 261,426 --
========= ========= ========= ======== =======
</TABLE>
(1) Reportable transactions are transactions or series of transactions in
excess of 5% of the current value of plan assets at the beginning of
the year and are defined in 29 CFR 2520.103-6 of the Department of
Labor's Rules and Regulations.
See accompanying independant auditors' report.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Benchmark Electronics, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 (No. 333-28997) of Benchmark Electronics, Inc. of our report dated June
1, 1998, related to the statements of net assets available for plan benefits of
the Benchmark Electronics, Inc. 401(k) Employee Savings Plan as of December 31,
1997 and 1996, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1997, and all related schedules,
which report appears in the December 31, 1997 annual report on Form 11-K of
Benchmark Electronics, Inc. 401(k) Employee Savings Plan.
KPMG PEAT MARWICK LLP
Houston, Texas
June 29, 1998
