##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission File Number: 0-18706
 Black Box Corporation
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    95-3086563
(I.R.S. Employer Identification No.)1000 Park Drive, Lawrence, Pennsylvania
(Address of principal executive offices)
    
    15055
(Zip Code)
 724-746-5500
  (Title of each class)
    
    (Name of each exchange on which registered)Common Stock, $.001 par value
    
    The NASDAQ Global Market
 None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



BLACK BOX CORPORATION
FOR THE FISCAL YEAR ENDED MARCH 31, 2008
INDEX
 PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    6Item 1B.
    
    Unresolved Staff Comments
    
    
    9Item 2.
    
    Properties
    
    
    9Item 3.
    
    Legal Proceedings
    
    
    9Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    10PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    12Item 6.
    
    Selected Financial Data
    
    
    14Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    30Item 8.
    
    Financial Statements and Supplementary Data
    
    
    32Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    61Item 9A.
    
    Controls and Procedures
    
    
    61Item 9B.
    
    Other Information
    
    
    64PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    65Item 11.
    
    Executive Compensation
    
    
    65Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    65Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    65Item 14.
    
    Principal Accounting Fees and Services
    
    
    65PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    66Signatures
    
    
    69EX-10.11EX-10.12EX-10.25EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I
 
 Item1. Business.
 Overview.
 ®
   Industry Background.
  Business Strategy.
 Expert Technical Support Deployed Three Ways.  Locally at Client Sites. ® ® ® ® ® ® ® ® ® ®
 24/7/365 Technical Support.
 www.blackbox.com Internet Web Site. http://www.blackbox.com
 3




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Worldwide Coverage.
 Strategic Partnerships with Leading Voice and Data Product Manufacturers.
 Quality Networking Solutions and Comprehensive Warranties. ®
 Brand Name.
 ISO 9001:2000 Certified.
 Proprietary Client List.
 Rapid Order Fulfillment.
 Growth Strategy. ®
 Mergers and Acquisitions.
 Fiscal 2008:
  Fiscal 2007
  4




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Fiscal 2006
      Percent of Consolidated RevenuesService Type
    
    FY08
    
    FY07
    
    FY06
    
    FY05Data Services
    
    
    19%
    
    
    
    18%
    
    
    
    27%
    
    
    
    38%Voice Services
    
    
    58%
    
    
    
    60%
    
    
    
    43%
    
    
    
    20%Hotline Services
    
    
    23%
    
    
    
    22%
    
    
    
    30%
    
    
    
    42%Black Box Total
    
    
    100%
    
    
    
    100%
    
    
    
    100%
    
    
    
    100%
 Clients.
 Marketing. Black Box Catalog Multichannel Merchant
 Technical Services.
 5




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##### Table of Contents



Worldwide Headquarters.
 Products. .
 Manufacturers and Suppliers.
  Information Systems.
  Backlog. i.e
 Team Members.
 Financial Information.
 International Revenues.
 Other Information. http://www.blackbox.com
 
 Item1A. Risk Factors.
  6




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We have significant matters resulting from our stock option investigation and related
matters. See
 Accounting for Stock
Issued to Employees
 In re Black Box Corporation Derivative Litigation
  
    
    professional fees in connection with the conduct of the investigations, the restatement of
our financial statements and the defense of the litigation;
    
    potential damages, fines, penalties or settlement costs; and
    
    payments to, or on behalf of, our current and former officers and directors subject to the
investigation or named in the litigation pursuant to our indemnification obligations (in
certain circumstances advance indemnification payments are recoverable if it is determined
under applicable law that the officer or director in question was not entitled to be
indemnified by us, but there is no assurance that we will be able to recover such payments).
  7




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We face intense competition.
 Our financial results are dependent on our economic environments.
 We are dependent upon the successful integration of acquired businesses.
 We are subject to the risks of international operations.
 We are dependent upon the retention of our key personnel.
 We are dependent upon the demand for products and services.
 We
are dependent upon certain key supply chain and distribution agreements.
 We are dependent upon future mergers and acquisitions for a portion of our growth.
 A significant part of our business involves public sector customers which provides unique
risks.
 8




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Our revenue is dependent upon repeat
customer business and generally is not subject to
long-term contracts.
 We can provide no assurance that we will
continue to have adequate liquidity.
 Our stock price fluctuates.
 
 Item1B. Unresolved Staff Comments.
  
 Item2. Properties.
    
 Item 3. Legal Proceedings.
 Regulatory Matters
  See
  9




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##### Table of Contents



Litigation Matters
 In re Black Box Corporation Derivative
Litigation
   
 Item 4. Submission of Matters to a Vote of Security Holders .
  Executive Officers of the Registrant
  Name
    
    Age
    
    Position with the CompanyR. Terry Blakemore
    
    
    51
    
    
    President and Chief Executive OfficerMichael McAndrew
    
    
    48
    
    
    Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal
Accounting OfficerFrancis W. Wertheimber
    
    
    55
    
    
    Senior Vice President  Pacific Rim/Far East
 10




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##### Table of Contents



R. TERRY BLAKEMORE
 MICHAEL MCANDREW
 FRANCIS W. WERTHEIMBER
 Directors of the Registrant
  WILLIAM F. ANDREWS
 R. TERRY BLAKEMORE
 RICHARD L. CROUCH
 THOMAS W. GOLONSKI
 THOMAS G. GREIG
 EDWARD A. NICHOLSON, PH.D.
 11




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##### Table of Contents



PART II
 
 Item5. M arket for R egistrants C ommon E quity ,
R elated S tockholder M atters and I ssuer P urchases of E quity S ecurities.
 Common Stock Information:
  High
    
    
    LowFiscal 20081st Quarter
    
    $
    42.78
    
    
    $
    34.532nd Quarter
    
    
    44.58
    
    
    
    38.793rd Quarter
    
    
    46.40
    
    
    
    35.284th Quarter
    
    
    37.16
    
    
    
    26.62Fiscal 20071st Quarter
    
    $
    54.09
    
    
    $
    35.692nd Quarter
    
    
    43.32
    
    
    
    36.513rd Quarter
    
    
    46.60
    
    
    
    38.014th Quarter
    
    
    42.65
    
    
    
    34.64
  Dividend Policy:
 Stockholders:
 Equity Plan Compensation Information:
 Issuance of Unregistered Securities:
 12




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##### Table of Contents



Issuer Purchases of Equity Securities:
 Total Number of
    
    
    Maximum NumberShares Purchased
    
    
    of Shares that Mayas Part of Publicly
    
    
    Yet Be PurchasedTotal Number of
    
    
    Average Price
    
    
    Announced Plans
    
    
    Under the PlansPeriod
    
    Shares Purchased
    
    
    Paid per Share
    
    
    or Programs
    
    
    or ProgramsDecember 30, 2007

to January 27, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,063,805January 28, 2008

to February 24, 2008
    
    
    190,000
    
    
    
    31.89
    
    
    
    190,000
    
    
    
    873,805February 25, 2008

to March 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    873,805Total
    
    
    190,000
    
    
    $
    31.89
    
    
    
    190,000
    
    
    
    873,805
    13




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##### Table of Contents



Item 6. Selected Financial Data.
  Fiscal2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Statements of IncomeRevenuesHotline products
    
    $
    235,314
    
    
    $
    222,903
    
    
    $
    213,946
    
    
    $
    227,601
    
    
    $
    237,872On-Site services
    
    
    781,428
    
    
    
    793,407
    
    
    
    507,389
    
    
    
    307,475
    
    
    
    282,540Total
    
    
    1,016,742
    
    
    
    1,016,310
    
    
    
    721,335
    
    
    
    535,076
    
    
    
    520,412Cost of salesHotline products
    
    
    122,011
    
    
    
    113,780
    
    
    
    108,220
    
    
    
    108,281
    
    
    
    112,949On-Site services
    
    
    528,111
    
    
    
    528,541
    
    
    
    330,765
    
    
    
    211,866
    
    
    
    191,212Total
    
    
    650,122
    
    
    
    642,321
    
    
    
    438,985
    
    
    
    320,147
    
    
    
    304,161Gross profit
    
    
    366,620
    
    
    
    373,989
    
    
    
    282,350
    
    
    
    214,929
    
    
    
    216,251Selling, general &
administrative 
expenses
    
    
    275,309
    
    
    
    290,355
    
    
    
    222,201
    
    
    
    170,239
    
    
    
    149,002Intangibles amortization
    
    
    6,679
    
    
    
    10,285
    
    
    
    4,999
    
    
    
    1,332
    
    
    
    246Operating income
    
    
    84,632
    
    
    
    73,349
    
    
    
    55,150
    
    
    
    43,358
    
    
    
    67,003Interest expense (income), net
    
    
    21,298
    
    
    
    18,407
    
    
    
    9,123
    
    
    
    2,755
    
    
    
    1,808Other expenses (income), net
    
    
    (197)
    
    
    
    42
    
    
    
    36
    
    
    
    115
    
    
    
    147Income before provision for
income taxes
    
    
    63,531
    
    
    
    54,900
    
    
    
    45,991
    
    
    
    40,488
    
    
    
    65,048Provision for income taxes
    
    
    24,298
    
    
    
    19,291
    
    
    
    15,221
    
    
    
    13,442
    
    
    
    21,846Net income
    
    $
    39,233
    
    
    $
    35,609
    
    
    $
    30,770
    
    
    $
    27,046
    
    
    $
    43,202Basic earnings per share
    
    $
    2.23
    
    
    $
    2.03
    
    
    $
    1.79
    
    
    $
    1.55
    
    
    $
    2.38Diluted earnings per share
    
    $
    2.22
    
    
    $
    2.00
    
    
    $
    1.75
    
    
    $
    1.52
    
    
    $
    2.30Dividends declared per common
share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.22
    
    
    $
    0.20Balance Sheet Data (at end of

period):Working capital (1)
    
    $
    134,031
    
    
    $
    117,059
    
    
    $
    99,669
    
    
    $
    108,948
    
    
    $
    108,116Total assets
    
    
    1,073,851
    
    
    
    1,090,091
    
    
    
    815,412
    
    
    
    787,064
    
    
    
    631,010Long-term debt
    
    
    195,904
    
    
    
    238,194
    
    
    
    122,673
    
    
    
    147,196
    
    
    
    35,177Total debt
    
    
    197,293
    
    
    
    238,880
    
    
    
    123,722
    
    
    
    147,888
    
    
    
    36,238Stockholders equity
    
    
    640,274
    
    
    
    599,696
    
    
    
    552,991
    
    
    
    501,288
    
    
    
    517,297
 (1)
    
    Working capital is computed as current assets minus current liabilities.
 14




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The discussion and analysis for the fiscal years ended March 31, 2008, 2007 and 2006 as set forth
below in this Item 7 should be read in conjunction with the consolidated financial statements of
Black Box, including the related notes. The Companys fiscal year ends on March 31. References to
Fiscal Year or Fiscal mean the Companys fiscal year ended March 31 for the year referenced.
All dollar amounts are presented in thousands except for per share amounts or unless otherwise
noted.
 The Company
    15




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Fiscal2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    ThereafterGross profitInventory
write-up on

acquisitions
    
    $
    1,543
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Selling, general &

administrativeAsset write-up
depreciation

expense on
acquisitions
    
    
    450
    
    
    
    2,646
    
    
    
    2,178
    
    
    
    1,823
    
    
    
    144
    
    
    
    40AmortizationAmortization of
intangible 
assets
on acquisitions
    
    
    3,821
    
    
    
    10,075
    
    
    
    6,501
    
    
    
    7,160
    
    
    
    7,070
    
    
    
    57,560Total
    
    $
    5,814
    
    
    $
    12,721
    
    
    $
    8,679
    
    
    $
    8,983
    
    
    $
    7,214
    
    
    $
    57,600
  1Q09
    
    
    2Q09
    
    
    3Q09
    
    
    4Q09
    
    
    FY09Selling, general &

administrativeAsset write-up
depreciation

expense on
acquisitions
    
    $
    432
    
    
    $
    467
    
    
    $
    453
    
    
    $
    471
    
    
    $
    1,823AmortizationAmortization of
intangible 
assets
on acquisitions
    
    
    1,790
    
    
    
    1,790
    
    
    
    1,790
    
    
    
    1,790
    
    
    
    7,160Total
    
    $
    2,222
    
    
    $
    2,257
    
    
    $
    2,243
    
    
    $
    2,261
    
    
    $
    8,983
  Materiality
 16




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Fiscal2008
    
    
    2007
    
    
    2006% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % oftotal
    
    
    
    
    
    
    total
    
    
    
    
    
    
    total$
    
    
    revenue
    
    
    $
    
    
    revenue
    
    
    $
    
    
    revenueRevenuesNorth America
    
    $
    837,402
    
    
    
    82.3%
    
    
    $
    850,088
    
    
    
    83.7%
    
    
    $
    564,700
    
    
    
    78.3%Europe
    
    
    138,927
    
    
    
    13.7%
    
    
    
    129,278
    
    
    
    12.7%
    
    
    
    120,051
    
    
    
    16.6%All Other
    
    
    40,413
    
    
    
    4.0%
    
    
    
    36,944
    
    
    
    3.6%
    
    
    
    36,584
    
    
    
    5.1%Total
    
    $
    1,016,742
    
    
    
    100%
    
    
    $
    1,016,310
    
    
    
    100%
    
    
    $
    721,335
    
    
    
    100%Operating incomeNorth America
    
    $
    57,964
    
    
    
    
    
    
    $
    49,481
    
    
    
    
    
    
    $
    42,505% of North America revenues
    
    
    6.9%
    
    
    
    
    
    
    
    5.8%
    
    
    
    
    
    
    
    7.5%Europe
    
    $
    19,278
    
    
    
    
    
    
    $
    16,442
    
    
    
    
    
    
    $
    5,518% of Europe revenues
    
    
    13.9%
    
    
    
    
    
    
    
    12.7%
    
    
    
    
    
    
    
    4.6%All Other
    
    $
    7,390
    
    
    
    
    
    
    $
    7,426
    
    
    
    
    
    
    $
    7,127% of All Other revenues
    
    
    18.3%
    
    
    
    
    
    
    
    20.1%
    
    
    
    
    
    
    
    19.5%Total
    
    $
    84,632
    
    
    
    8.3%
    
    
    $
    73,349
    
    
    
    7.2%
    
    
    $
    55,150
    
    
    
    7.6%
  Fiscal2008
    
    
    2007
    
    
    2006% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % oftotal
    
    
    
    
    
    
    total
    
    
    
    
    
    
    total$
    
    
    revenue
    
    
    $
    
    
    revenue
    
    
    $
    
    
    revenueRevenuesData Services
    
    $
    194,454
    
    
    
    19.1%
    
    
    $
    182,129
    
    
    
    17.9%
    
    
    $
    196,585
    
    
    
    27.2%Voice Services
    
    
    586,974
    
    
    
    57.7%
    
    
    
    611,278
    
    
    
    60.2%
    
    
    
    310,804
    
    
    
    43.1%Hotline Services
    
    
    235,314
    
    
    
    23.2%
    
    
    
    222,903
    
    
    
    21.9%
    
    
    
    213,946
    
    
    
    29.7%Total
    
    $
    1,016,742
    
    
    
    100%
    
    
    $
    1,016,310
    
    
    
    100%
    
    
    $
    721,335
    
    
    
    100%Gross profitData Services
    
    $
    57,747
    
    
    
    
    
    
    $
    55,598
    
    
    
    
    
    
    $
    57,068% of Data Services revenues
    
    
    29.7%
    
    
    
    
    
    
    
    30.5%
    
    
    
    
    
    
    
    29.0%Voice Services
    
    $
    195,570
    
    
    
    
    
    
    $
    209,268
    
    
    
    
    
    
    $
    119,556% of Voice Services revenues
    
    
    33.3%
    
    
    
    
    
    
    
    34.2%
    
    
    
    
    
    
    
    38.5%Hotline Services
    
    $
    113,303
    
    
    
    
    
    
    $
    109,123
    
    
    
    
    
    
    $
    105,726% of Hotline Services revenues
    
    
    48.1%
    
    
    
    
    
    
    
    49.0%
    
    
    
    
    
    
    
    49.4%Total
    
    $
    366,620
    
    
    
    36.1%
    
    
    $
    373,989
    
    
    
    36.8%
    
    
    $
    282,350
    
    
    
    39.1%
  17




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Fiscal 2008 Compared To Fiscal 2007
 Total Revenues
 Revenues by Geography
 North America
 Europe
 All Other
 Revenue by Service Type
 Data Services
 Voice Services
 Hotline Services
 18




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Gross profit
  Selling, general & administrative expenses
 Intangibles amortization
 Operating income
 Interest expense, net
 Provision for income taxes
 Net income
 19




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Fiscal 2007 Compared To Fiscal 2006
 Total Revenues
 Revenues by Geography
 North America
 Europe
 All Other
 Revenue by Service Type
 Data Services
 Voice Services
 Hotline Services
 20




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Gross profit
  Selling, general & administrative expenses
 Intangibles amortization
 Operating income
 Interest expense, net
 Provision for income taxes
 Net income
 21




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##### Table of Contents



Liquidity and Capital Resources
 Cash Flows from Operating Activities
     Investing Activities
 See
 See
 See
 Financing Activities
  22




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##### Table of Contents



Total Debt
 Revolving Credit Agreement
    Dividends
 Fiscal 2008
 Fiscal 2007
 23




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Fiscal 2006
  Repurchase of Common Stock
 Fiscal 2008
 Fiscal 2007
 Fiscal 2006
  Potential Tax Payments
 See
 Section 409A Remedial Measures and Other Potential Section 409A Payments
 i.e.
 24




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Share-Based Payment
     25




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Expenses Incurred by the Company
 
 Contractual Obligations
  Payments Due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More thanyear
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalLong-term debt obligations
    
    $
    
    
    
    $
    
    
    
    $
    194,470
    
    
    $
    
    
    
    $
    194,470Interest expense on long-term debt
    
    
    8,971
    
    
    
    17,943
    
    
    
    16,443
    
    
    
    
    
    
    
    43,357Capital lease obligations
    
    
    872
    
    
    
    1,148
    
    
    
    241
    
    
    
    
    
    
    
    2,261Operating lease obligations
    
    
    24,020
    
    
    
    26,354
    
    
    
    9,652
    
    
    
    2,860
    
    
    
    62,886Total contractual obligations
    
    $
    33,863
    
    
    $
    45,445
    
    
    $
    220,806
    
    
    $
    2,860
    
    
    $
    302,974
   Off-Balance Sheet Arrangements
 Inflation
 Legal Proceedings
 Critical Accounting Policies
 Allowance for doubtful accounts receivable
 26




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Inventories
 Deferred Income Taxes
 Long-Lived Assets other than Goodwill
 Goodwill
 Loss Contingencies
 Restructuring Costs
 Revenue Recognition
  27




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Impact of Recently Issued Accounting Pronouncements
 Stock-Based Compensation  Accounting for Stock-Based
Compensation. See
 Tax Effects of Share-Based Payment Awards  Transition Election
Related to Accounting for Tax Effects of Share-Based Payment Awards
 Uncertainty in Income Taxes  Accounting for Uncertainty in Income
Taxes i.e. See
 Fair Value Measurements  Fair Value Measurements Application of FASB Statement No. 157 to FASB Statement No. 13 and Other
Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification
or Measurement under Statement 13 Effective Date of FASB Statement No. 157
 Defined Benefit Pension and Other Postretirement Plans
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans Employers
Accounting for Pensions Employers Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits Employers Accounting
for Postretirement Benefits Other Than Pensions Employers
Disclosures about Pensions and Other Postretirement Benefits
 28




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##### Table of Contents



Fair Value Option for Financial Assets and Financial Liabilities  The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 Definition of Settlement in FIN 48  Definition of Settlement in FASB
Interpretation No. 48
 Business Combinations  Business Combinations
 Noncontrolling Interests  Noncontrolling Interests in Consolidated Financial
Statementsan Amendment to Accounting Research Bulletin No. 51
 Derivative Disclosures  Disclosures about Derivative Instruments and Hedging
Activities
 29




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##### Table of Contents



Cautionary Forward Looking Statements
 
 Item7A. Quantitative and Qualitative Disclosures About Market Risk.
  Interest-rate Risk
   30




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##### Table of Contents



Foreign Exchange Rate Risk
  31




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    33Consolidated Statements of Income for the years ended March 31, 2008, 2007 and 2006
    
    
    34Consolidated Balance Sheets as of March 31, 2008 and 2007
    
    
    35Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income for
the years ended March 31, 2008, 2007 and 2006
    
    
    36Consolidated Statements of Cash Flows for the years ended March 31, 2008 , 2007 and 2006
    
    
    37Notes to the Consolidated Financial Statements
    
    
    38
 32




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      Internal Control  Integrated Framework
  
 33




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##### Table of Contents



BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
 Year Ended March 31,In thousands, except per share amounts
    
    2008
    
    
    2007
    
    
    2006RevenuesHotline products
    
    $
    235,314
    
    
    $
    222,903
    
    
    $
    213,946On-Site services
    
    
    781,428
    
    
    
    793,407
    
    
    
    507,389Total
    
    
    1,016,742
    
    
    
    1,016,310
    
    
    
    721,335Cost of salesHotline products
    
    
    122,011
    
    
    
    113,780
    
    
    
    108,220On-Site services
    
    
    528,111
    
    
    
    528,541
    
    
    
    330,765Total
    
    
    650,122
    
    
    
    642,321
    
    
    
    438,985Gross profit
    
    
    366,620
    
    
    
    373,989
    
    
    
    282,350Selling, general & administrative expenses
    
    
    275,309
    
    
    
    290,355
    
    
    
    222,201Intangibles amortization
    
    
    6,679
    
    
    
    10,285
    
    
    
    4,999Operating income
    
    
    84,632
    
    
    
    73,349
    
    
    
    55,150Interest expense (income), net
    
    
    21,298
    
    
    
    18,407
    
    
    
    9,123Other expenses (income), net
    
    
    (197)
    
    
    
    42
    
    
    
    36Income before provision for income taxes
    
    
    63,531
    
    
    
    54,900
    
    
    
    45,991Provision for income taxes
    
    
    24,298
    
    
    
    19,291
    
    
    
    15,221Net income
    
    $
    39,233
    
    
    $
    35,609
    
    
    $
    30,770Earnings per common shareBasic
    
    $
    2.23
    
    
    $
    2.03
    
    
    $
    1.79Diluted
    
    $
    2.22
    
    
    $
    2.00
    
    
    $
    1.75Weighted average common shares outstandingBasic
    
    
    17,605
    
    
    
    17,512
    
    
    
    17,164Diluted
    
    
    17,653
    
    
    
    17,808
    
    
    
    17,544Dividends per share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
 See Notes to the Consolidated Financial Statements
 34




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 March 31,In thousands, except par value
    
    2008
    
    
    2007AssetsCash and cash equivalents
    
    $
    26,652
    
    
    $
    17,157Accounts receivable, net of allowance for doubtful accounts of $12,612
and $14,253
    
    
    162,289
    
    
    
    161,733Inventories, net
    
    
    67,537
    
    
    
    72,807Costs/estimated earnings in excess of billings on uncompleted contracts
    
    
    58,611
    
    
    
    61,001Prepaid and other current assets
    
    
    31,529
    
    
    
    31,057Total current assets
    
    
    346,618
    
    
    
    343,755Property, plant and equipment, net
    
    
    32,822
    
    
    
    39,051Goodwill
    
    
    586,856
    
    
    
    568,647Intangibles:Customer relationships, net
    
    
    67,331
    
    
    
    68,016Other intangibles, net
    
    
    32,524
    
    
    
    33,258Other assets
    
    
    7,700
    
    
    
    37,364Total assets
    
    $
    1,073,851
    
    
    $
    1,090,091LiabilitiesAccounts payable
    
    $
    71,670
    
    
    $
    74,727Accrued compensation and benefits
    
    
    22,654
    
    
    
    21,811Deferred revenue
    
    
    37,467
    
    
    
    35,630Billings in excess of costs/estimated earnings on uncompleted contracts
    
    
    19,946
    
    
    
    19,027Income taxes
    
    
    13,810
    
    
    
    13,430Other liabilities
    
    
    47,040
    
    
    
    62,071Total current liabilities
    
    
    212,587
    
    
    
    226,696Long-term debt
    
    
    195,904
    
    
    
    238,194Other liabilities
    
    
    25,086
    
    
    
    25,505Total liabilities
    
    
    433,577
    
    
    
    490,395Stockholders equityPreferred stock authorized 5,000, par value $1.00, none issued
    
    
    
    
    
    
    Common stock authorized 100,000, par value $.001, 17,516 and 17,527
shares issued 
and outstanding
    
    
    25
    
    
    
    25Additional paid-in capital
    
    
    443,380
    
    
    
    441,283Retained earnings
    
    
    479,921
    
    
    
    450,022Accumulated other comprehensive income
    
    
    40,043
    
    
    
    25,399Treasury stock, at cost 7,626 and 7,436 shares
    
    
    (323,095)
    
    
    
    (317,033)Total stockholders equity
    
    
    640,274
    
    
    
    599,696Total liabilities and stockholders equity
    
    $
    1,073,851
    
    
    $
    1,090,091
 See Notes to the Consolidated Financial Statements
 35




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 Common Stock
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherComprehensive IncomeForeignAdditional
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    Defined($.001
    
    
    Paid-in
    
    
    Treasury
    
    
    Trans-
    
    
    Derivative
    
    
    Benefit
    
    
    RetainedIn thousands
    
    Shares
    
    
    par)
    
    
    Capital
    
    
    Stock
    
    
    lation
    
    
    Instruments
    
    
    Pension
    
    
    Earnings
    
    
    TotalBalance at March 31, 2005
    
    
    23,775
    
    
    
    $ 24
    
    
    
    $383,529
    
    
    
    $ (296,797)
    
    
    
    $ 22,405
    
    
    
    $ 147
    
    
    
    $ 
    
    
    
    $ 391,980
    
    
    
    $ 501,288Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,770
    
    
    
    30,770Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,511)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,511)Net change in fair
value of cash flow hedging

instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,142
    
    
    
    
    
    
    
    
    
    
    
    1,142Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (147)
    
    
    
    
    
    
    
    
    
    
    
    (147)Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,254Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    11,045
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,045Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,137)
    
    
    
    (4,137)Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27)Exercise of options, net of tax
    
    
    753
    
    
    
    1
    
    
    
    23,320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,321Tax impact from stock options
    
    
    
    
    
    
    
    
    
    
    247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    247Balance at March 31, 2006
    
    
    24,528
    
    
    
    $ 25
    
    
    
    $ 418,141
    
    
    
    $ (296,824)
    
    
    
    $ 11,894
    
    
    
    $ 1,142
    
    
    
    $ 
    
    
    
    $ 418,613
    
    
    
    $ 552,991Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,609
    
    
    
    35,609Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,458Net change in fair value of cash flow hedging

instruments (net of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (111)
    
    
    
    
    
    
    
    
    
    
    
    (111)Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (654)
    
    
    
    
    
    
    
    
    
    
    
    (654)Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,302Adjustment to initially apply SFAS No. 158 (net

of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,670
    
    
    
    
    
    
    
    1,670Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    9,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,308Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,200)
    
    
    
    (4,200)Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,209)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,209)Exercise of options, net of tax
    
    
    435
    
    
    
    
    
    
    
    14,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,970Tax impact from stock options
    
    
    
    
    
    
    
    
    
    
    (1,136)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,136)Balance at March 31, 2007
    
    
    24,963
    
    
    
    $ 25
    
    
    
    $ 441,283
    
    
    
    $ (317,033)
    
    
    
    $ 23,352
    
    
    
    $ 377
    
    
    
    $ 1,670
    
    
    
    $ 450,022
    
    
    
    $ 599,696Cumulative effect related to adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,110)
    
    
    
    (5,110)Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,233
    
    
    
    39,233Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,231Pension:Unrealized gain (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,135)
    
    
    
    
    
    
    
    (2,135)Amounts reclassified into results of

operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9)
    
    
    
    
    
    
    
    (9)Derivative Instruments:Net change in fair value of cash flow
hedging 
instruments (net of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (262)
    
    
    
    
    
    
    
    
    
    
    
    (262)Amounts reclassified into results of

operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (181)
    
    
    
    
    
    
    
    
    
    
    
    (181)Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,877Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    3,217
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,217Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,224)
    
    
    
    (4,224)Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,062)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,062)Exercise of options, net of tax
    
    
    179
    
    
    
    
    
    
    
    5,878
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,878Tax impact from stock options
    
    
    
    
    
    
    
    
    
    
    (6,792)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,792)Other
    
    
    
    
    
    
    
    
    
    
    (206)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (206)Balance at March 31, 2008
    
    
    25,142
    
    
    
    $ 25
    
    
    
    $ 443,380
    
    
    
    $ (323,095)
    
    
    
    $ 40,583
    
    
    
    $ (66)
    
    
    
    $ (474)
    
    
    
    $ 479,921
    
    
    
    $ 640,274
 See Notes to the Consolidated Financial Statements
 36




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended March 31,In thousands
    
    2008
    
    
    2007
    
    
    2006Operating ActivitiesNet income
    
    $
    39,233
    
    
    $
    35,609
    
    
    $
    30,770Adjustments to reconcile net income to net cash provided
by 
(used for) operating activities:Intangibles amortization and depreciation
    
    
    17,737
    
    
    
    22,610
    
    
    
    13,930Loss on sale of property
    
    
    462
    
    
    
    
    
    
    
    Deferred taxes
    
    
    4,901
    
    
    
    (1,266)
    
    
    
    (1,222)Tax impact from stock options
    
    
    6,792
    
    
    
    1,136
    
    
    
    (247)Stock compensation expense
    
    
    3,217
    
    
    
    9,308
    
    
    
    11,045Change in fair value of interest-rate swap
    
    
    4,576
    
    
    
    1,734
    
    
    
    Changes in operating assets and liabilities (net of
acquisitions):Accounts receivable, net
    
    
    4,852
    
    
    
    19,202
    
    
    
    9,369Inventories, net
    
    
    7,829
    
    
    
    (3,595)
    
    
    
    5,000All other current assets excluding deferred tax asset
    
    
    12,328
    
    
    
    3,349
    
    
    
    2,799Liabilities exclusive of long-term debt
    
    
    (20,806)
    
    
    
    (51,451)
    
    
    
    (19,647)Net cash provided by (used for) operating activities
    
    $
    81,121
    
    
    $
    36,636
    
    
    $
    51,797Investing ActivitiesCapital expenditures
    
    $
    (3,241)
    
    
    $
    (5,886)
    
    
    $
    (4,115)Capital disposals
    
    
    105
    
    
    
    1,017
    
    
    
    1,445Acquisition of businesses (payments)/recoveries
    
    
    (13,713)
    
    
    
    (127,716)
    
    
    
    (40,682)Prior merger-related (payments)/recoveries
    
    
    (3,432)
    
    
    
    (2,324)
    
    
    
    (378)Net cash provided by (used for) investing activities
    
    $
    (20,281)
    
    
    $
    (134,909)
    
    
    $
    (43,730)Financing ActivitiesProceeds from borrowings
    
    $
    196,750
    
    
    $
    354,254
    
    
    $
    192,882Repayment of borrowings
    
    
    (240,030)
    
    
    
    (240,079)
    
    
    
    (218,989)Deferred financing costs
    
    
    (471)
    
    
    
    
    
    
    
    (180)Repayment on discounted lease rentals
    
    
    
    
    
    
    (30)
    
    
    
    (890)Proceeds from exercise of options
    
    
    5,878
    
    
    
    14,970
    
    
    
    23,320Payment of dividends
    
    
    (4,225)
    
    
    
    (4,203)
    
    
    
    (4,094)Purchase of Treasury stock
    
    
    (6,062)
    
    
    
    (20,209)
    
    
    
    (27)Net cash provided by (used for) financing activities
    
    $
    (48,160)
    
    
    $
    104,703
    
    
    $
    (7,978)Foreign currency exchange impact on cash
    
    $
    (3,185)
    
    
    $
    (480)
    
    
    $
    (474)Increase / (decrease) in cash and cash equivalents
    
    $
    9,495
    
    
    $
    5,950
    
    
    $
    (385)Cash and cash equivalents at beginning of period
    
    $
    17,157
    
    
    $
    11,207
    
    
    $
    11,592Cash and cash equivalents at end of period
    
    $
    26,652
    
    
    $
    17,157
    
    
    $
    11,207Supplemental Cash Flow:Cash paid for interest
    
    $
    17,141
    
    
    $
    15,333
    
    
    $
    8,336Cash paid for income taxes
    
    
    11,041
    
    
    
    16,877
    
    
    
    17,223Non-cash financing activities:Dividends payable
    
    
    1,050
    
    
    
    1,052
    
    
    
    1,055Capital leases
    
    
    863
    
    
    
    915
    
    
    
    1,214
 See Notes to the Consolidated Financial Statements
 37




---



##### Table of Contents



BLACK BOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 Note 1: Business and Basis of Presentation
     Note 2: Significant Accounting Policies
 Cash and Cash Equivalents
 Allowance for doubtful accounts receivable
 Inventories
 Property, Plant and Equipment
 38




---



##### Table of Contents



Goodwill
 Intangible Assets
 Derivative Instruments and Hedging Activities
 Foreign Currency Forward Contract
 Interest-rate Swap
 Foreign Currency Translation
 39




---



##### Table of Contents



Revenue
  Sales returns
 Warranties
 Shipping and handling fees
and costs
 Sales tax and other tax presentation
 Stock-Based Compensation  Share-Based Payment
 Expected volatility:
 Dividend yield:
 Risk-free interest-rate:
 Annual forfeiture rate and expected holding period:
 Amortization period:
 Marketing and Advertising Expenses
  40




---



##### Table of Contents



Income Taxes
 i.e.
 Earnings per common Share
 Fair Value of Financial Instruments  Accounting for Derivative
Instruments and Hedging Activities
 Recent Accounting Pronouncements
 Stock-Based Compensation  Accounting for Stock
Issued to Employees Accounting for Stock-Based
Compensation See
 Tax Effects of Share-Based Payment Awards  Transition Election
Related to Accounting for Tax Effects of Share-Based Payment Awards
 Uncertainty in Income Taxes  Accounting for Uncertainty in Income
Taxes i.e. See
 41




---



##### Table of Contents



Fair Value Measurements  Fair Value Measurements Application of FASB Statement No. 157 to FASB Statement No. 13 and Other
Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification
or Measurement under Statement 13 Effective Date of FASB Statement No. 157
 Defined Benefit Pension and Other Postretirement Plans
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans Employers
Accounting for Pensions Employers Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits Employers Accounting
for Postretirement Benefits Other Than Pensions Employers
Disclosures about Pensions and Other Postretirement Benefits
   Fair Value Option for Financial Assets and Financial Liabilities  The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115
 Definition of Settlement in FIN 48  Definition of Settlement in FASB
Interpretation No. 48
 42




---



##### Table of Contents



Business Combinations  Business Combinations
 Noncontrolling Interests  Noncontrolling Interests in Consolidated Financial
Statementsan Amendment to Accounting Research Bulletin No. 51
 Derivative Disclosures  Disclosures about Derivative Instruments and Hedging
Activities
 Note 3: Inventories
  March 31,2008
    
    
    2007Raw materials
    
    $
    1,736
    
    
    $
    1,774Finished goods
    
    
    86,174
    
    
    
    93,794Subtotal
    
    
    87,910
    
    
    
    95,568Excess and obsolete inventory reserves
    
    
    (20,373)
    
    
    
    (22,761)Inventory, net
    
    $
    67,537
    
    
    $
    72,807
 Note 4: Property, Plant and Equipment
  March 31,2008
    
    
    2007Land
    
    $
    2,396
    
    
    $
    2,369Building and improvements
    
    
    28,105
    
    
    
    27,537Machinery
    
    
    71,876
    
    
    
    69,525Subtotal
    
    
    102,377
    
    
    
    99,431Accumulated depreciation
    
    
    (69,555)
    
    
    
    (60,380)Property, plant and equipment, net
    
    $
    32,822
    
    
    $
    39,051
  43




---



##### Table of Contents



Note 5: Goodwill
  North America
    
    
    Europe
    
    
    All Other
    
    
    TotalBalance as of March 31, 2006
    
    $
    400,998
    
    
    $
    65,684
    
    
    $
    2,042
    
    
    $
    468,724Currency translation
    
    
    10
    
    
    
    7,381
    
    
    
    78
    
    
    
    7,469Current period acquisitions (Note 9)
    
    
    95,911
    
    
    
    
    
    
    
    
    
    
    
    95,911Prior period acquisitions
    
    
    (3,544)
    
    
    
    
    
    
    
    
    
    
    
    (3,544)Other
    
    
    87
    
    
    
    
    
    
    
    
    
    
    
    87Balance as of March 31, 2007
    
    $
    493,462
    
    
    $
    73,065
    
    
    $
    2,120
    
    
    $
    568,647Currency translation
    
    
    (10)
    
    
    
    8,957
    
    
    
    147
    
    
    
    9,094Current period acquisitions (Note 9)
    
    
    6,995
    
    
    
    
    
    
    
    
    
    
    
    6,995Prior period acquisitions
    
    
    2,070
    
    
    
    
    
    
    
    50
    
    
    
    2,120Balance as of March 31, 2008
    
    $
    502,517
    
    
    $
    82,022
    
    
    $
    2,317
    
    
    $
    586,856
 Note 6: Intangible Assets
  March 31,2008
    
    2007Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accum.
    
    
    Carrying
    
    
    Carrying
    
    
    Accum.
    
    
    CarryingAmount
    
    
    Amort.
    
    
    Amount
    
    
    Amount
    
    
    Amort.
    
    
    AmountDefinite-livedNon-compete agreements
    
    $
    9,776
    
    
    $
    4,991
    
    
    $
    4,785
    
    
    $
    7,963
    
    
    $
    3,414
    
    
    $
    4,549Customer relationships
    
    
    75,526
    
    
    
    8,195
    
    
    
    67,331
    
    
    
    71,989
    
    
    
    3,973
    
    
    
    68,016Acquired backlog
    
    
    10,862
    
    
    
    10,862
    
    
    
    
    
    
    
    10,783
    
    
    
    9,813
    
    
    
    970Total
    
    $
    96,164
    
    
    $
    24,048
    
    
    $
    72,116
    
    
    $
    90,735
    
    
    $
    17,200
    
    
    $
    73,535Indefinite-livedTrademarks
    
    
    35,992
    
    
    
    8,253
    
    
    
    27,739
    
    
    
    35,992
    
    
    
    8,253
    
    
    
    27,739Total
    
    $
    132,156
    
    
    $
    32,301
    
    
    $
    99,855
    
    
    $
    126,727
    
    
    $
    25,453
    
    
    $
    101,274
   Non-Competes
    
    
    CustomerTrademarks
    
    
    and Backlog
    
    
    Relationships
    
    
    TotalBalance at March 31, 2006
    
    $
    27,739
    
    
    $
    3,044
    
    
    $
    24,657
    
    
    $
    55,440Amortization expense
    
    
    
    
    
    
    (7,309)
    
    
    
    (2,976)
    
    
    
    (10,285)Currency translation
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    52Current period acquisitions (Note 9)
    
    
    
    
    
    
    8,977
    
    
    
    39,931
    
    
    
    48,908Prior period acquisitions
    
    
    
    
    
    
    755
    
    
    
    6,404
    
    
    
    7,159Balance at March 31, 2007
    
    $
    27,739
    
    
    $
    5,519
    
    
    $
    68,016
    
    
    $
    101,274Amortization expense
    
    
    
    
    
    
    (2,457)
    
    
    
    (4,222)
    
    
    
    (6,679)Currency translation
    
    
    
    
    
    
    42
    
    
    
    
    
    
    
    42Current period acquisitions (Note 9)
    
    
    
    
    
    
    795
    
    
    
    6,588
    
    
    
    7,383Prior period acquisitions
    
    
    
    
    
    
    886
    
    
    
    (3,051)
    
    
    
    (2,165)Balance at March 31, 2008
    
    $
    27,739
    
    
    $
    4,785
    
    
    $
    67,331
    
    
    $
    99,855
 44




---



##### Table of Contents



see
  Fiscal2009
    $
    
    7,2832010
    
    
    7,1502011
    
    
    6,5772012
    
    
    6,2682013
    
    
    5,705Thereafter
    
    
    39,133Total
    $
    
    72,116
 Note 7: Indebtedness
  March 31,2008
    
    
    2007Revolving credit agreement
    
    $
    194,470
    
    
    $
    236,715Capital lease obligations
    
    
    2,261
    
    
    
    2,123Other
    
    
    562
    
    
    
    42Total debt
    
    $
    197,293
    
    
    $
    238,880Less: current portion (included in Other liabilities)
    
    
    (1,389)
    
    
    
    (686)Long-term debt
    
    $
    195,904
    
    
    $
    238,194
 Revolving Credit Agreement
  45




---



##### Table of Contents



Capital
lease obligations
 Other
 Unused available borrowings
  Fiscal2009

    $
    
    1,3892010
    
    
    7312011
    
    
    4622012
    
    
    2412013
    
    
    194,470Total
    $
    
    197,293
 Note 8: Derivative Instruments and Hedging Activities
 Foreign Currency Forward Contracts:
   Interest-rate Swap:
  46




---



##### Table of Contents



Note 9: Acquisitions
 Fiscal 2008
    Fiscal 2007
    47




---



##### Table of Contents



April 30, 2006Current assets, primarily consisting of accounts receivable and inventories
    
    $
    90,448Property, plant and equipment
    
    
    9,996Other non-current assets
    
    
    19,623Intangible assets
    
    
    24,100Goodwill
    
    
    73,995Total assets acquired
    
    $
    218,162Current liabilities, primarily consisting of deferred revenue,
restructuring reserve and accrued expenses
    
    $
    113,705Other non-current liabilities, primarily consisting of restructuring reserve
    
    
    23,734Total liabilities acquired
    
    $
    137,439Net assets acquired
    
    $
    80,723
  April 30, 2006Backlog
    
    $
    6,700Customer relationships and contracts
    
    
    17,400Total intangible assets*
    
    $
    24,100
  see
 Business Combinations
 see
   Fiscal2007
    
    
    2006Revenue (Pro-forma)
    
    $
    1,046,956
    
    
    $
    1,230,106Net income from continuing operations (Pro-forma), net of tax
    
    $
    33,809
    
    
    $
    35,886Earnings per common share (Pro-forma)Basic
    
    $
    1.93
    
    
    $
    2.09Diluted
    
    $
    1.90
    
    
    $
    2.05
 48




---



##### Table of Contents



Fiscal 2006
    see
 Note 10: Restructuring
 Fiscal 2008
 Fiscal 2007
 Fiscal 2006
  49




---



##### Table of Contents



EmployeeSeverance
    
    
    Facility Closures
    
    
    TotalBalance at March 31, 2006
    
    $
    260
    
    
    $
    10,438
    
    
    $
    10,698Acquisition adjustments (seeNote 9)
    
    
    10,766
    
    
    
    16,268
    
    
    
    27,034Asset write-downs
    
    
    
    
    
    
    (391)
    
    
    
    (391)Cash expenditures
    
    
    (8,020)
    
    
    
    (9,893)
    
    
    
    (17,913)Balance at March 31, 2007
    
    $
    3,006
    
    
    $
    16,422
    
    
    $
    19,428Restructuring charge
    
    
    5,628
    
    
    
    1,220
    
    
    
    6,848Asset write-downs
    
    
    
    
    
    
    (411)
    
    
    
    (411)Cash expenditures
    
    
    (6,196)
    
    
    
    (7,077)
    
    
    
    (13,273)Balance at March 31, 2008
    
    $
    2,438
    
    
    $
    10,154
    
    
    $
    12,592
  Note 11: Operating Leases
    Fiscal2009
    
    $
    24,8922010
    
    
    15,9192011
    
    
    11,5832012
    
    
    7,5842013
    
    
    2,309Thereafter
    
    
    2,860Total minimum lease payments
    
    $
    65,147
  Note 12: Income Taxes
  Fiscal2008
    
    
    2007
    
    
    2006Domestic
    
    $
    31,767
    
    
    $
    27,523
    
    
    $
    29,186Foreign
    
    
    31,764
    
    
    
    27,377
    
    
    
    16,805Consolidated
    
    $
    63,531
    
    
    $
    54,900
    
    
    $
    45,991
 50




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##### Table of Contents



Fiscal2008
    
    
    2007
    
    
    2006Current:Federal
    
    $
    10,205
    
    
    $
    12,598
    
    
    $
    11,506State
    
    
    1,914
    
    
    
    1,363
    
    
    
    1,230Foreign
    
    
    6,585
    
    
    
    4,384
    
    
    
    5,038Total current
    
    
    18,704
    
    
    
    18,345
    
    
    
    17,774Deferred
    
    
    5,594
    
    
    
    946
    
    
    
    (2,553)Total provision for income taxes
    
    $
    24,298
    
    
    $
    19,291
    
    
    $
    15,221
  Fiscal2008
    
    
    2007
    
    
    2006Federal statutory tax rate
    
    
    35.0%
    
    
    
    35.0%
    
    
    
    35.0%Foreign taxes, net of foreign tax credits
    
    
    (1.8)
    
    
    
    (1.3)
    
    
    
    Effect of permanent book / tax differences
    
    
    (0.4)
    
    
    
    (0.1)
    
    
    
    2.7State income taxes, net of federal benefit
    
    
    2.4
    
    
    
    1.8
    
    
    
    (0.2)Valuation allowance
    
    
    1.4
    
    
    
    0.9
    
    
    
    (3.1)Other, net
    
    
    1.6
    
    
    
    (1.2)
    
    
    
    (1.3)Effective tax rate
    
    
    38.2%
    
    
    
    35.1%
    
    
    
    33.1%
  March 31,2008
    
    
    2007Deferred Tax Liabilities:Tradename and trademarks
    
    $
    10,140
    
    
    $
    10,035Amortization of intangibles
    
    
    14,107
    
    
    
    11,244Unremitted earnings of foreign subsidiaries
    
    
    3,460
    
    
    
    3,080Basis of fixed assets
    
    
    
    
    
    
    2Other
    
    
    82
    
    
    
    Other prepaid items
    
    
    298
    
    
    
    341Gross deferred tax liabilities
    
    
    28,087
    
    
    
    24,702Deferred Tax Assets:Net operating losses
    
    
    11,741
    
    
    
    17,172Restructuring reserves
    
    
    6,039
    
    
    
    13,533Basis of fixed assets
    
    
    493
    
    
    
    Outsourced leases
    
    
    230
    
    
    
    22Basis of finished goods inventory
    
    
    8,359
    
    
    
    9,515Reserve for bad debts
    
    
    4,608
    
    
    
    5,452Miscellaneous accrued expenses
    
    
    6,086
    
    
    
    3,452Foreign tax credit carry-forwards
    
    
    2,569
    
    
    
    2,569Accrued employee costs
    
    
    1,521
    
    
    
    767Foreign exchange
    
    
    47
    
    
    
    438Unexercised stock options
    
    
    9,723
    
    
    
    17,285Gross deferred tax assets
    
    
    51,416
    
    
    
    70,205Valuation allowance
    
    
    (2,373)
    
    
    
    (1,460)Net deferred tax assets
    
    
    49,043
    
    
    
    68,745Net deferred tax assets/(liabilities)
    
    $
    20,956
    
    
    $
    44,043
 51




---



##### Table of Contents



Balance at April 1, 2007
    
    $
    6,974Additions for tax positions related to the current year
    
    
    90Additions for tax positions related to prior years
    
    
    362Reductions for tax positions related to prior years
    
    
    (86)Settlements
    
    
    Balance at March 31, 2008
    
    $
    7,340
   Note 13: Incentive Compensation Plans
 Performance Bonus
 52




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##### Table of Contents



Profit Sharing and Savings Plan (the savings plans)
 Stock-Based Compensation
   Fiscal2008
    
    
    2007
    
    
    2006Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExercisePrice (per
    
    
    
    
    
    
    Price (per
    
    
    
    
    
    
    Price (perShares in thousands
    
    Shares
    
    
    share)
    
    
    Shares
    
    
    share)
    
    
    Shares
    
    
    share)Outstanding at beginning of period
    
    
    4,621
    
    
    $
    38.66
    
    
    
    5,055
    
    
    $
    38.28
    
    
    
    4,780
    
    
    $
    37.14Granted
    
    
    627
    
    
    
    40.13
    
    
    
    70
    
    
    
    39.12
    
    
    
    1,256
    
    
    
    38.51Exercised
    
    
    (179)
    
    
    
    32.81
    
    
    
    (435)
    
    
    
    34.42
    
    
    
    (753)
    
    
    
    30.95Forfeited or expired
    
    
    (2,485)
    
    
    
    38.17
    
    
    
    (69)
    
    
    
    38.71
    
    
    
    (228)
    
    
    
    39.84Outstanding at end of period
    
    
    2,584
    
    
    $
    40.27
    
    
    
    4,621
    
    
    $
    38.66
    
    
    
    5,055
    
    
    $
    38.28Exercisable at end of period
    
    
    2,499
    
    
    $
    40.39
    
    
    
    4,131
    
    
    $
    39.12
    
    
    
    4,247
    
    
    $
    39.07Weighted average fair value of

options granted during the period
    
    
    
    
    
    $
    7.70
    
    
    
    
    
    
    $
    17.88
    
    
    
    
    
    
    $
    22.79
  Fiscal2008
    
    
    2007
    
    
    2006Expected life (in years)
    
    
    3.8
    
    
    
    5.7
    
    
    
    5.6Risk free interest-rate
    
    
    4.0%
    
    
    
    4.2%
    
    
    
    4.2%Annual forfeiture rate
    
    
    0.0%
    
    
    
    1.5%
    
    
    
    N/AVolatility
    
    
    29.4%
    
    
    
    45.5%
    
    
    
    49.0%Dividend yield
    
    
    0.6%
    
    
    
    0.6%
    
    
    
    0.6%
 53




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##### Table of Contents



Number of
    
    
    Weighted-Shares (in
    
    
    Average Grant-000s)
    
    
    Date Fair ValueNon-vested as of March 31, 2006
    
    
    808
    
    
    $
    19.59Granted
    
    
    65
    
    
    
    17.82Forfeited
    
    
    (366)
    
    
    
    19.69Vested
    
    
    (17)
    
    
    
    20.87Non-vested as of March 31, 2007
    
    
    490
    
    
    
    19.29Granted
    
    
    
    
    
    
    Forfeited
    
    
    (308)
    
    
    
    20.08Vested
    
    
    (97)
    
    
    
    17.60Non-vested as of March 31, 2008
    
    
    85
    
    
    
    18.35
 Remedial Measures  See
   Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedShares
    
    
    Average
    
    
    Weighted
    
    
    Average
    
    
    Shares
    
    
    Average
    
    
    Weighted
    
    
    AverageOut-
    
    
    Remaining
    
    
    Average
    
    
    Intrinsic
    
    
    Exer-
    
    
    Remaining
    
    
    Average
    
    
    IntrinsicRange of
    
    standing
    
    
    Contractual
    
    
    Exercise
    
    
    Value
    
    
    cisable
    
    
    Contractual
    
    
    Exercise
    
    
    ValueExercise Prices
    
    (000s)
    
    
    Life (Years)
    
    
    Price
    
    
    (000s)
    
    
    (000s)
    
    
    Life (Years)
    
    
    Price
    
    
    (000s)$19.95 - $26.60
    
    
    2
    
    
    
    0.5
    
    
    
    $ 21.94
    
    
    
    $ 21
    
    
    
    2
    
    
    
    0.5
    
    
    
    $ 21.94
    
    
    
    $ 21$26.60 - $33.25
    
    
    46
    
    
    
    3.9
    
    
    
    29.85
    
    
    
    55
    
    
    
    46
    
    
    
    3.9
    
    
    
    29.85
    
    
    
    55$33.25 - $39.90
    
    
    1,220
    
    
    
    7.3
    
    
    
    38.02
    
    
    
    
    
    
    
    1,135
    
    
    
    7.3
    
    
    
    38.09
    
    
    
    $39.90 - $46.55
    
    
    1,273
    
    
    
    3.8
    
    
    
    42.39
    
    
    
    
    
    
    
    1,273
    
    
    
    3.8
    
    
    
    42.39
    
    
    
    $46.55 - $53.20
    
    
    24
    
    
    
    2.3
    
    
    
    50.69
    
    
    
    
    
    
    
    24
    
    
    
    2.3
    
    
    
    50.69
    
    
    
    $53.20 - $59.85
    
    
    17
    
    
    
    2.1
    
    
    
    58.15
    
    
    
    
    
    
    
    17
    
    
    
    2.1
    
    
    
    58.15
    
    
    
    $59.85 - $66.50
    
    
    2
    
    
    
    1.8
    
    
    
    63.22
    
    
    
    
    
    
    
    2
    
    
    
    1.8
    
    
    
    63.22
    
    
    
    $19.95 - $66.50
    
    
    2,584
    
    
    
    5.4
    
    
    
    $ 40.27
    
    
    
    $ 76
    
    
    
    2,499
    
    
    
    5.3
    
    
    
    $ 40.39
    
    
    
    $ 76
 54




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##### Table of Contents



i.e.
 Section 409A Remedial Measures and Other Potential Section 409A Payments  i.e.
     55




---



##### Table of Contents



Pro-forma Information
 Fiscal 2006Net income  As reported
    
    $
    30,770Plus: Stock-based compensation expense included in reported net income, net of related tax
    
    
    11,045Less: Stock-based compensation expense determined by the fair value method for all awards,
 net of related tax
    
    
    (43,420)Net (Loss)  Pro-forma
    
    $
    (1,605)Earnings per common shareBasic  as reported
    
    $
    1.79Basic  pro-forma
    
    $
    (0.09)Diluted  as reported
    
    $
    1.75Diluted  pro-forma
    
    $
    (0.09)
   56




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##### Table of Contents



Note 14: Earnings Per Share
  Fiscal2008
    
    
    2007
    
    
    2006Net income, as reported
    
    $
    39,233
    
    
    $
    35,609
    
    
    $
    30,770Weighted average common shares outstanding (basic)
    
    
    17,605
    
    
    
    17,512
    
    
    
    17,164Effect of dilutive securities from employee stock options
    
    
    48
    
    
    
    296
    
    
    
    380Weighted average common shares outstanding (diluted)
    
    
    17,653
    
    
    
    17,808
    
    
    
    17,544Basic earnings per common share
    
    $
    2.23
    
    
    $
    2.03
    
    
    $
    1.79Dilutive earnings per common share
    
    $
    2.22
    
    
    $
    2.00
    
    
    $
    1.75
  Note 15: Repurchase of Common Stock
 Fiscal 2008
 Fiscal 2007
 Fiscal 2006
  Note 16: Commitments and Contingencies
 Regulatory Matters
 See
 57




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##### Table of Contents



Litigation Matters  In re Black Box Corporation Derivative
Litigation
   Expenses Incurred by the Company
 58




---



##### Table of Contents



Product Warranties
  Note 17: Segment Reporting
   Fiscal2008
    
    
    2007
    
    
    2006North AmericaRevenues
    
    $
    837,402
    
    
    $
    850,088
    
    
    $
    564,700Operating income
    
    
    57,964
    
    
    
    49,481
    
    
    
    42,505Depreciation
    
    
    10,500
    
    
    
    11,742
    
    
    
    8,012Amortization
    
    
    6,579
    
    
    
    10,156
    
    
    
    4,472Segment assets (as of March 31)
    
    
    962,729
    
    
    
    1,007,695
    
    
    
    761,424EuropeRevenues
    
    $
    138,927
    
    
    $
    129,278
    
    
    $
    120,051Operating income
    
    
    19,278
    
    
    
    16,442
    
    
    
    5,518Depreciation
    
    
    447
    
    
    
    498
    
    
    
    671Amortization
    
    
    64
    
    
    
    91
    
    
    
    491Segment assets (as of March 31)
    
    
    159,661
    
    
    
    139,531
    
    
    
    116,717All OtherRevenues
    
    $
    40,413
    
    
    $
    36,944
    
    
    $
    36,584Operating income
    
    
    7,390
    
    
    
    7,426
    
    
    
    7,127Depreciation
    
    
    111
    
    
    
    85
    
    
    
    248Amortization
    
    
    36
    
    
    
    38
    
    
    
    36Segment assets (as of March 31)
    
    
    21,519
    
    
    
    17,318
    
    
    
    16,416
  March 31,2008
    
    
    2007
    
    
    2006Segment assets for North America, Europe and All Other
    
    $
    1,143,909
    
    
    $
    1,164,544
    
    
    $
    894,557Corporate eliminations
    
    
    (70,058
    )
    
    
    (74,453
    )
    
    
    (79,145
    )Total consolidated assets
    
    $
    1,073,851
    
    
    $
    1,090,091
    
    
    $
    815,412
 59




---



##### Table of Contents



March 31,2008
    
    
    2007
    
    
    2006Data ServicesRevenues
    
    $
    194,454
    
    
    $
    182,129
    
    
    $
    196,585Gross Profit
    
    
    57,747
    
    
    
    55,598
    
    
    
    57,068Voice ServicesRevenues
    
    $
    586,974
    
    
    $
    611,278
    
    
    $
    310,804Gross Profit
    
    
    195,570
    
    
    
    209,268
    
    
    
    119,556Hotline ServicesRevenues
    
    $
    235,314
    
    
    $
    222,903
    
    
    $
    213,946Gross Profit
    
    
    113,303
    
    
    
    109,123
    
    
    
    105,726
  Note 18: Quarterly Data (Unaudited)
 Fiscal 2008 (Unaudited)1Q08
    
    
    2Q08
    
    
    3Q08
    
    
    4Q08
    
    
    FY08RevenuesHotline products
    
    $
    56,139
    
    
    $
    59,619
    
    
    $
    59,269
    
    
    $
    60,287
    
    
    $
    235,314On-Site services
    
    
    196,152
    
    
    
    201,011
    
    
    
    199,055
    
    
    
    185,210
    
    
    
    781,428Total
    
    
    252,291
    
    
    
    260,630
    
    
    
    258,324
    
    
    
    245,497
    
    
    
    1,016,742Cost of salesHotline products
    
    
    29,362
    
    
    
    31,457
    
    
    
    30,891
    
    
    
    30,301
    
    
    
    122,011On-Site services
    
    
    131,699
    
    
    
    136,884
    
    
    
    133,312
    
    
    
    126,216
    
    
    
    528,111Total
    
    
    161,061
    
    
    
    168,341
    
    
    
    164,203
    
    
    
    156,517
    
    
    
    650,122Gross profit
    
    
    91,230
    
    
    
    92,289
    
    
    
    94,121
    
    
    
    88,980
    
    
    
    366,620Selling, general &
administrative 
expenses
    
    
    72,743
    
    
    
    66,784
    
    
    
    68,522
    
    
    
    67,260
    
    
    
    275,309Intangibles Amortization
    
    
    2,318
    
    
    
    1,344
    
    
    
    1,382
    
    
    
    1,635
    
    
    
    6,679Operating income
    
    
    16,169
    
    
    
    24,161
    
    
    
    24,217
    
    
    
    20,085
    
    
    
    84,632Interest expense (income), net
    
    
    3,280
    
    
    
    6,143
    
    
    
    5,780
    
    
    
    6,095
    
    
    
    21,298Other expenses (income), net
    
    
    (67)
    
    
    
    (73)
    
    
    
    (16)
    
    
    
    (41)
    
    
    
    (197)Income before provision for
income 
taxes
    
    
    12,956
    
    
    
    18,091
    
    
    
    18,453
    
    
    
    14,031
    
    
    
    63,531Provision for income taxes
    
    
    4,768
    
    
    
    6,781
    
    
    
    7,112
    
    
    
    5,637
    
    
    
    24,298Net income
    
    $
    8,188
    
    
    $
    11,310
    
    
    $
    11,341
    
    
    $
    8,394
    
    
    $
    39,233Earnings per common share:Basic
    
    $
    0.47
    
    
    $
    0.64
    
    
    $
    0.64
    
    
    $
    0.48
    
    
    $
    2.23Diluted
    
    $
    0.46
    
    
    $
    0.64
    
    
    $
    0.64
    
    
    $
    0.48
    
    
    $
    2.22
 60




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##### Table of Contents



Fiscal 2007 (Unaudited)1Q07
    
    
    2Q07
    
    
    3Q07
    
    
    4Q07
    
    
    FY07RevenuesHotline products
    
    $
    52,225
    
    
    $
    55,063
    
    
    $
    57,770
    
    
    $
    57,845
    
    
    $
    222,903On-Site services
    
    
    178,170
    
    
    
    216,262
    
    
    
    207,036
    
    
    
    191,939
    
    
    
    793,407Total
    
    
    230,395
    
    
    
    271,325
    
    
    
    264,806
    
    
    
    249,784
    
    
    
    1,016,310Cost of salesHotline products
    
    
    25,461
    
    
    
    27,847
    
    
    
    29,887
    
    
    
    30,585
    
    
    
    113,780On-Site services
    
    
    119,090
    
    
    
    144,442
    
    
    
    138,234
    
    
    
    126,775
    
    
    
    528,541Total
    
    
    144,551
    
    
    
    172,289
    
    
    
    168,121
    
    
    
    157,360
    
    
    
    642,321Gross profit
    
    
    85,844
    
    
    
    99,036
    
    
    
    96,685
    
    
    
    92,424
    
    
    
    373,989Selling, general &
administrative 
expenses
    
    
    70,202
    
    
    
    73,599
    
    
    
    73,940
    
    
    
    72,614
    
    
    
    290,355Intangibles Amortization
    
    
    1,506
    
    
    
    1,931
    
    
    
    2,677
    
    
    
    4,171
    
    
    
    10,285Operating income
    
    
    14,136
    
    
    
    23,506
    
    
    
    20,068
    
    
    
    15,639
    
    
    
    73,349Interest expense (income), net
    
    
    3,640
    
    
    
    5,521
    
    
    
    4,061
    
    
    
    5,185
    
    
    
    18,407Other expenses (income), net
    
    
    115
    
    
    
    72
    
    
    
    (122)
    
    
    
    (23)
    
    
    
    42Income before provision for
income 
taxes
    
    
    10,381
    
    
    
    17,913
    
    
    
    16,129
    
    
    
    10,477
    
    
    
    54,900Provision for income taxes
    
    
    3,568
    
    
    
    6,238
    
    
    
    5,636
    
    
    
    3,849
    
    
    
    19,291Net income
    
    $
    6,813
    
    
    $
    11,675
    
    
    $
    10,493
    
    
    $
    6,628
    
    
    $
    35,609Earnings per common share:Basic
    
    $
    0.39
    
    
    $
    0.67
    
    
    $
    0.60
    
    
    $
    0.38
    
    
    $
    2.03Diluted
    
    $
    0.37
    
    
    $
    0.66
    
    
    $
    0.59
    
    
    $
    0.37
    
    
    $
    2.00
 Note 19: Subsequent Events
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
  
 Item 9A. Controls and Procedures.
 Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
 61




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
   Changes in Internal Control Over Financial Reporting
  Limitations on the Effectiveness of Controls
 62




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm on  Internal Control over Financial Reporting
 
        
 63




---



##### Table of Contents



Item 9B.
Other Information.
  64




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##### Table of Contents



PART III
 
 Item 10.Directors, Executive Officers and Corporate Governance.
  
 Item 11.Executive Compensation.
 
 Item 12.Security Ownership of Certain Beneficial Owners And Management And Related Stockholder
Matters.
 
 Item 13.Certain Relationships and Related Transactions, and Director Independence.
 
 Item 14.Principal Accounting Fees and Services.
 65




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##### Table of Contents



PART IV
 
 Item15. Exhibits and Financial Statement Schedules.
 (a)
    
    Documents filed as part of this report(1)
    
    Financial Statements  no financial statements have been filed in this Form 10-K other than
those in Item 8(2)
    
    Financial Statement ScheduleSchedule II  Valuation and Qualifying Accounts(3)
    
    Exhibits
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.2
    
    Tender and Voting Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.3
    
    Stock Option Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.4
    
    Interest Purchase Agreement by and between Platinum Equity, LLC and the Company dated as of
April 10, 2006 (2)2.5
    
    Amendment to the Interest Purchase Agreement by and between Platinum Equity, LLC and the
Company dated as of April 30, 2006 (3)3(i)
    
    Second Restated Certificate of Incorporation of the Company, as amended (4)3(ii)
    
    Amended and Restated By-laws of the Company, as amended (5)10.1
    
    Second Amended and Restated Credit Agreement, dated as of January 24, 2005, by and among
Black Box Corporation of Pennsylvania and SF Acquisition Co., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(6)10.2
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (7)10.3
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Guarantors,
the Lenders and Citizens Bank of Pennsylvania (7)10.4
    
    First Amendment to the Second Amended and Restated Credit Agreement, dated as of February 17,
2005, by and among Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (8)10.5
    
    Second Amendment to the Second Amended and Restated Credit Agreement, dated as of March 28,
2006, by and among Black Box Corporation of Pennsylvania and Norstan Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (3)10.6
    
    Waiver Letter dated February 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)
 66




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##### Table of Contents



10.7
    
    Waiver Letter dated May 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens
Bank of Pennsylvania
(9)10.8
    
    Waiver Letter dated June 11, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of
Pennsylvania
(9)10.9
    
    Waiver Letter dated July 25, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of
Pennsylvania
(10)10.10
    
    Third Amended and Restated Credit Agreement, dated as of January 30, 2008, by and among
Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(11)10.11
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Company,
the Lenders and Citizens Bank of
Pennsylvania
(17)10.12
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the
Guarantors, the Lenders and Citizens Bank of
Pennsylvania
(17)10.13
    
    Agreement between the Company and
Fred C. Young
(5)10.14
    
    Agreement
between the Company and Francis W.
Wertheimber
(12)10.15
    
    Agreement
between the Company and Michael McAndrew (13)10.16
    
    Amended and Restated Agreement between the Company and R. Terry Blakemore (14)10.17
    
    1992 Stock Option Plan, as amended through August 9, 2007 (15)10.18
    
    1992 Director Stock Option Plan, as amended through August 9, 2007 (15)10.19
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect prior to August 10, 2004)
(12)10.20
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect as of August 10, 2004) (12)10.21
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect as of October 31, 2005)
(16)10.22
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan) (12)10.23
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan; form of agreement in effect as of October 31, 2005) (16)10.24
    
    Description of Executive Officer Incentive Bonus Plan for Fiscal 2008 (9)10.25
    
    Summary of Director Compensation (17)21.1
    
    Subsidiaries of the Registrant (17)23.1
    
    Consent of Independent Registered Accounting Firm (17)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(17)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(17)
 67




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##### Table of Contents



32.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (17)
 
 (1)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on December 23, 2004, and incorporated herein by reference.(2)
    
    Filed as Exhibit 2.1 to the Current Report on Form 8-K of the Company, file
number 0-18706, filed with the SEC on April 13, 2006, and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on May 4, 2006, and incorporated herein by reference.(4)
    
    Filed as Exhibit 3(i) to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 14, 2000, and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on June 14, 2004, and incorporated herein by reference.(6)
    
    Filed as Exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by the Company
and SF Acquisition Co. on January 26, 2005, and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on February 10, 2005, and incorporated herein by reference.(8)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file
number 0-18706, filed with the SEC on February 23, 2005, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on July 23, 2007, and incorporated herein by reference.(10)
    
    Filed as Exhibit 10.9 to the Annual Report on Form 10-K of the Company, file
number 0-18706, filed with the SEC on August 13, 2007, and incorporated herein by reference.(11)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on February 5, 2008, and incorporated herein by reference.(12)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 12, 2004, and incorporated herein by reference.(13)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on May 22, 2007, and incorporated herein by reference.(14)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file
number 0-18706, filed with the SEC on October 18, 2007, and incorporated herein by reference.(15)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on August 16, 2007, and incorporated herein by reference.(16)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 10, 2005, and incorporated herein by
reference.(17)
    
    Filed herewith. 68




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##### Table of Contents



SIGNATURES
  BLACK BOX CORPORATION
  /s/ Michael McAndrewMichael McAndrew, Vice President, ChiefFinancial Officer, Treasurer,
Secretary and Principal Accounting
Officer  Signatures
    
    Capacity
    
    Date/s/ WILLIAM F. ANDREWS
    
    Director
    
    May 30, 2008William F. Andrews/s/ RICHARD L. CROUCH
    
    Director
    
    May 30, 2008Richard L. Crouch/s/ THOMAS W. GOLONSKI
    
    Director
    
    May 30, 2008Thomas W. Golonski/s/ THOMAS G. GREIG
    
    Director and Chairman of the Board
    
    May 30, 2008Thomas G. Greig/s/ EDWARD A. NICHOLSON
    
    Director
    
    May 30, 2008Edward A. Nicholson/s/ R. TERRY BLAKEMORE
    
    Director, President and Chief Executive Officer
    
    May 30, 2008R. Terry Blakemore/s/ MICHAEL MCANDREW

Michael McAndrew
    
    Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal Accounting
Officer
    
    May 30, 2008
 69




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##### Table of Contents



BLACK BOX CORPORATION
 Valuation and Qualifying Accounts
 Balance at
    
    
    Additions
    
    
    Additions
    
    
    Reductions
    
    
    BalanceBeginning of
    
    
    Charged to
    
    
    from
    
    
    from
    
    
    at End ofDescription
    
    Period
    
    
    Expenses
    
    
    Acquisitions
    
    
    Reserves
    
    
    PeriodYear Ended March 31,
2008Inventory reserves
    
    $
    22,761
    
    
    $
    3,258
    
    
    $
    160
    
    
    $
    (5,806
    )
    
    $
    20,373Allowance for
doubtful
accounts/sales
returns
    
    
    14,253
    
    
    
    7,509
    
    
    
    90
    
    
    
    (9,240
    )
    
    
    12,612Restructuring reserve
    
    
    19,428
    
    
    
    6,848
    
    
    
    
    
    
    
    (13,684
    )
    
    
    12,592Year Ended March 31,
2007Inventory reserves
    
    $
    14,287
    
    
    $
    3,036
    
    
    $
    12,735
    
    
    $
    (7,297
    )
    
    $
    22,761Allowance for
doubtful
accounts/sales
returns
    
    
    9,517
    
    
    
    8,710
    
    
    
    5,423
    
    
    
    (9,397
    )
    
    
    14,253Restructuring reserve
    
    
    10,698
    
    
    
    
    
    
    
    27,034
    
    
    
    (18,304
    )
    
    
    19,428Year Ended March 31,
2006Inventory reserves
    
    $
    12,546
    
    
    $
    4,136
    
    
    $
    43
    
    
    $
    (2,438
    )
    
    $
    14,287Allowance for
doubtful
accounts/sales
returns
    
    
    7,342
    
    
    
    9,182
    
    
    
    49
    
    
    
    (7,056
    )
    
    
    9,517Restructuring reserve
    
    
    16,598
    
    
    
    5,290
    
    
    
    364
    
    
    
    (11,554
    )
    
    
    10,698
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.2
    
    Tender and Voting Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.3
    
    Stock Option Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.4
    
    Interest Purchase Agreement by and between Platinum Equity, LLC and the Company dated as of
April 10, 2006 (2)2.5
    
    Amendment to the Interest Purchase Agreement by and between Platinum Equity, LLC and the
Company dated as of April 30, 2006 (3)3(i)
    
    Second Restated Certificate of Incorporation of the Company, as amended (4)3(ii)
    
    Amended and Restated By-laws of the Company, as amended (5)10.1
    
    Second Amended and Restated Credit Agreement, dated as of January 24, 2005, by and among
Black Box Corporation of Pennsylvania and SF Acquisition Co., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(6)10.2
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (7)10.3
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Guarantors,
the Lenders and Citizens Bank of Pennsylvania (7)10.4
    
    First Amendment to the Second Amended and Restated Credit Agreement, dated as of February 17,
2005, by and among Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (8)10.5
    
    Second Amendment to the Second Amended and Restated Credit Agreement, dated as of March 28,
2006, by and among Black Box Corporation of Pennsylvania and Norstan Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (3)10.6
    
    Waiver Letter dated February 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.7
    
    Waiver Letter dated May 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.8
    
    Waiver Letter dated June 11, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.9
    
    Waiver Letter dated July 25, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (10)10.10
    
    Third Amended and Restated Credit Agreement, dated as of January 30, 2008, by and among
Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(11)10.11
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (17)
 71




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##### Table of Contents



ExhibitNumber
    
    Description10.12
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the
Guarantors, the Lenders and Citizens Bank of Pennsylvania (17)10.13
    
    Agreement between the Company and Fred C. Young (5)10.14
    
    Agreement between the Company and Francis W. Wertheimber (12)10.15
    
    Agreement between the Company and Michael McAndrew (13)10.16
    
    Amended and Restated Agreement between the Company and R. Terry Blakemore (14)10.17
    
    1992 Stock Option Plan, as amended through August 9, 2007 (15)10.18
    
    1992 Director Stock Option Plan, as amended through August 9, 2007 (15)10.19
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect prior to August 10, 2004)
(12)10.20
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect as of August 10, 2004) (12)10.21
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect as of October 31, 2005)
(16)10.22
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan) (12)10.23
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan; form of agreement in effect as of October 31, 2005) (16)10.24
    
    Description of Executive Officer Incentive Bonus Plan for Fiscal 2008 (9)10.25
    
    Summary of Director Compensation (17)21.1
    
    Subsidiaries of the Registrant (17)23.1
    
    Consent of Independent Registered Accounting Firm (17)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(17)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(17)32.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (17)
 (1)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on December 23, 2004, and incorporated herein by reference.(2)
    
    Filed as Exhibit 2.1 to the Current Report on Form 8-K of the Company, file
number 0-18706, filed with the SEC on April 13, 2006, and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on May 4, 2006, and incorporated herein by reference.(4)
    
    Filed as Exhibit 3(i) to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 14, 2000, and incorporated herein by reference.
 72




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##### Table of Contents



(5)
    
    Filed as an exhibit to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on June 14, 2004, and incorporated herein by reference.(6)
    
    Filed as Exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by the Company
and SF Acquisition Co. on January 26, 2005, and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on February 10, 2005, and incorporated herein by reference.(8)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file
number 0-18706, filed with the SEC on February 23, 2005, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on July 23, 2007, and incorporated herein by reference.(10)
    
    Filed as Exhibit 10.9 to the Annual Report on Form 10-K of the Company, file
number 0-18706, filed with the SEC on August 13, 2007, and incorporated herein by reference.(11)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on February 5, 2008, and incorporated herein by reference.(12)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 12, 2004, and incorporated herein by reference.(13)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on May 22, 2007, and incorporated herein by reference.(14)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file
number 0-18706, filed with the SEC on October 18, 2007, and incorporated herein by reference.(15)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on August 16, 2007, and incorporated herein by reference.(16)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 10, 2005, and incorporated herein by
reference.(17)
    
    Filed herewith.
 73