<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

|X|    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 1999

| |    Transition report pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934 for the transition period from ________ to ________.

                         Commission File Number: 0-18706

                              BLACK BOX CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              95-3086563
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

          1000 Park Drive
       Lawrence, Pennsylvania                                      15055
(Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code: 724-746-5500

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

           Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $.001 PAR VALUE.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                 Yes __x__ No _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / X /

Aggregate market value of outstanding Common Stock, $.001 par value (the
"Common Stock"), held by non-affiliates of the Registrant at June 18, 1999, was
$866,415,323 based on the closing sale price reported on the Nasdaq National
Market for June 18, 1999. For purposes of this calculation only, directors and
executive officers of the Registrant and their affiliates are deemed to be
affiliates of the Registrant.

Number of outstanding shares of Common Stock at June 18, 1999, was 18,504,725.

                       Document Incorporated by Reference

Proxy Statement for 1999 Annual Meeting of Stockholders -- Part III


<PAGE>   2



                                     PART I

ITEM 1 -- BUSINESS

GENERAL. Until June 3, 1994, Black Box Corporation (the "Company" or "Black
Box"), operated through two independent subsidiaries, Black Box Corporation of
Pennsylvania ("Black Box-PA") and MICOM Communications Corp. ("MICOM"). The
Company was incorporated in Delaware in 1987.

         On July 22, 1993, the Board of Directors of the Company approved in
principle a plan to distribute all of the outstanding shares of MICOM Common
Stock (the "Distribution") to all holders of the Company's outstanding Common
Stock (the "MICOM Spin-off"). On May 10, 1994, the Company's Board of Directors
formally approved the Distribution and declared a dividend payable to each
holder of record at the close of business on May 20, 1994 (the "Record Date") of
two shares of MICOM Common Stock for each three shares of the Company's Common
Stock held by such holder on the Record Date. On June 3, 1994, the Distribution
was effected. Accordingly the operating results of MICOM have been classified as
discontinued operations for all periods presented.

OVERVIEW. Black Box (NASDAQ: BBOX) is a leading worldwide technical service
provider of computer communications and networking services and related products
to businesses of all sizes. Black Box provides expert technical support
worldwide 24 hours a day, seven days a week, and provides on-site installation
services in select markets. Through its BLACK BOX (R) Catalog, available in
eight languages, the Company offers more than 12,000 solutions - approximately
90% BLACK BOX (R) labeled - and designed and built more than 300,000 custom
products last year. Black Box is currently represented in 77 countries, and
operates 28 subsidiaries on five continents. The Company is headquartered near
Pittsburgh in Lawrence, Pennsylvania.

         Black Box differentiates itself from its competitors through its
private label brand, BLACK BOX (R), and through unparalleled levels of technical
support. The Black Box brand has earned a reputation for high quality and
reliability since the Company was founded in 1976. Through its more than 600
technical support professionals, the Company offers technical services on the
phone free of charge 24 hours a day, seven days a week, and fee-based on-site
cabling and installation services. Black Box technicians receive continuous
training, averaging about 45 minutes per technician per day, and provide
guidance in system design, product selection, installation, post-installation
and maintenance. Their certifications include A+, Bay Networks (R), BiCSi LAN
Specialist, Cisco, CNE, 3Com, IBM, Microsoft, MSCD, Novell, RCDD, and of course,
Black Box.

         In Fiscal 1999, the Company significantly expanded its technical
services offering to include on-site services. Black Box believes the on-site
offering will, over time, increase its addressable share of the worldwide
telecommunications market tenfold over its current 7 percent share, while
enabling it to address its customers' growing demands to bring its technical
services on-site.

         Black Box's MIS and inventory management systems enable it to ship 95
percent of orders for stock products on the day the orders are received. The
successful combination of high quality technical support, superior customer
service and cost-effective direct marketing has resulted in the Company's
consistent growth in revenues and operating income and its high level of
customer satisfaction.


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          Since its inception, the Company has experienced consistent growth in
revenues and profitability due to continual (i) delivery of high quality
technical services, both on the phone and at its customer's site, (ii)
commitment to the highest quality products, (iii) expansion of its product
offerings and (iv) its commitment to superior customer service.

INDUSTRY BACKGROUND. The rapidly growing need to interconnect new and existing
computer resources over local and geographically dispersed areas continues to
create an increased demand for computer communications and networking products.
The continual development of new and often incompatible technologies has also
made the task of creating and maintaining such systems increasingly complex.
Manufacturers often do not provide sufficient technical advice or devices to
connect or integrate their products with products of different manufacturers.
Even sophisticated MIS staffs often require third party technical advice and a
wide range of specialized computer communications and networking products to
install and maintain computer systems. Black Box addresses these needs by
providing its customers with a convenient and technically proficient means to
purchase computer communications and networking solutions and by offering
on-site cabling and installation services.

BUSINESS STRATEGY. Black Box's business strategy is to be a "one-stop shop" for
organizations with simple to complex computer communications and networking
needs who wish to benefit from high levels of technical support and customer
service. The Company believes that its combination of technical support (on the
phone and on-site), customer service and cost-effective direct marketing is the
best method to sell into its markets. The Company's 23 years of experience in
the industry have enabled it to compile an extensive database of loyal active
accounts and establish the BLACK BOX(R) private label brand as the premier line
of computer communications and networking solutions. The success of this
strategy is evidenced by the Company's record of consistent growth in revenues
and operating income and its high rate of repeat customers. Keys to the
Company's success include the following:

         Unparalleled Technical Support. Black Box believes that its ability to
provide in-depth technical support and prompt and efficient customer service is
critical to its success. The Company's 600 technical experts-specialists in
Conversion, Connectivity, Communications, Local Area Networks (LAN), and
Installation Services - are available by telephone 24 hours a day, seven days a
week, to provide solutions to any computer, cabling, or network communication
challenge. Phone consultations are free of charge and multilingual
representatives are available worldwide. On average, almost one million
technical support calls were answered last year and, 97 percent of them were
answered within 20 seconds - the fastest answer rate in the industry. On-site
technical services are also provided in selected markets worldwide and the
Company intends to continue expanding its on-site offerings. The Company also
offers a dial-up automated fax-back service and web-based technical data for
customers who need written comprehensive application and technical product
details.

         Cost-Effective Direct Marketing. Because of the broad range of products
sold, average order size of $701 in Fiscal 1999 and a geographically dispersed
customer base, Black Box believes that its direct mail strategy is a
cost-effective and efficient way to sell products to both existing and
prospective customers. The high quality, 1,200 page BLACK BOX(R) Catalog, which
is available in print, on the internet or on CD-ROM, provides customers around
the world access to a comprehensive range of computer communications and
networking products, including complete technical specifications and recommended
uses, and allows them to make technical decisions and purchases without leaving
their offices. The Company believes that, in conjunction with the



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BLACK BOX(R) Catalog, its trained telephonic technical and customer support
staffs coupled with its on-site support is an effective sales tool.

         Proprietary Customer List. Over the past 23 years, the Company has
built a proprietary mailing list containing approximately 1.8 million names
representing nearly 730,000 customers. This database includes information on the
past purchases of its customers. The Company routinely analyzes this data in an
effort to enhance customer response and purchasing rates, increase average order
size and ensure that targeted mailings reach specific customer groups. The
Company believes that its proprietary list is a valuable asset that represents a
significant competitive advantage and does not rent the list to other parties.

         Broad and Responsive Product Mix. The Black Box Catalogs offer over
12,000 products in 12 categories, the vast majority of which are BLACK BOX(R)
private labeled. Black Box continuously refines its product mix based on
information compiled from customers through the thousands of calls received
daily to place orders, request technical assistance or develop custom products.
Black Box also actively monitors communications industry technology and product
developments to identify new product areas to respond to evolving customer
needs. The Company also offers custom capabilities and sources products outside
of its standard product set to meet a customer's exact specifications and
requirements. Revenue from custom products has grown rapidly during the past
several years.

         Quality Products and Brand Name. BLACK BOX(R) is a widely recognized
brand name associated with high quality products and knowledgeable customer
support services. The Company believes that the Black Box(R) tradename is
important to its business. As a result, manufacturers of computer communications
and networking products have sought to distribute their products under the BLACK
BOX(R) private label to take advantage of this broad and cost-effective
distribution channel. In 1994, Black Box received ISO9000 certification,
becoming the first U.S. technical direct marketer to be so certified. In
addition, the Company's subsidiaries in Australia, Brazil, France, Japan, Mexico
and the United Kingdom have also received the ISO certification. Rigorous
quality control processes must be documented and practiced to earn and maintain
ISO9000 certification, which is increasingly required of vendors (like Black
Box) by the purchasing departments of many businesses around the world. Black
Box guarantees all of its products by permitting customers to return or exchange
them within the first 45 days after purchase. In addition, the Company provides
warranties of at least one year, and lifetime warranties with many products. In
Fiscal 1998, Black Box became the first in the industry to introduce a warranty
program offering full protection regardless of cause of failure, including
accidental, surge or water damage. Extended warranty protection is also
available on nearly all products.

         In-Stock Availability and Rapid Order Fulfillment. The Company has
developed an efficient inventory management and order fulfillment systems that
allow more than 95 percent of orders for standard product received before
midnight eastern time to be shipped that same day.

GROWTH STRATEGY. The principal components of Black Box's growth strategy include
(i) expanded technical support services, (ii) enhanced global direct marketing
activities, (iii) expanded product offerings and (iv) continued expansion
worldwide.

         Expanded Technical Support Services. In Fiscal 1998, Black Box expanded
its technical support services to include on-site design, installation and
maintenance of connectivity solutions. The Company believes there is a large
growing and lucrative market for these services worldwide


                                                                               4
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and it expects the expansion to enable it, overtime, to increase its addressable
share of the worldwide telecommunications market by tenfold.

         Through a series of acquisitions, occurring primarily in Fiscal 1999,
Black Box has established on-site businesses in: Birmingham, AL.; St.
Petersburg/Tampa, FL.; Sarasota, FL.; Atlanta, GA.; Detroit, MI.; Winston-Salem,
NC.; Cleveland, OH.; Columbus, OH.; Pittsburgh, PA.; Columbia, SC.; Charleston,
WV.; and Newbury, England. Annualized combined revenues from on-site services
were $55 million in Fiscal 1999 and the Company expects to aggressively continue
expanding its on-site capabilities in Fiscal 2000. Annualized combined revenues
from on-site services in Fiscal 2000 are expected to be approximately $125
million.

         Enhanced Global Direct Marketing Activities. Black Box continues to
make changes in its catalog design by improving product presentations, expanding
technical information, and making better use of eye-catching icons. The Company
is also currently making substantial enhancements to its internet-based catalog,
which is expected to be operational early in Fiscal 2000. In addition to the
BLACK BOX(R) Catalog, the Company also mails interim New Product Supplements
and, on a regular basis, mini-catalogs featuring specific products and
applications. These regular mailings enable the Company to introduce new
products more quickly than its twice per year BLACK BOX(R) Catalog
distributions, and serve as a more cost-effective method to prospect for new
customers and maintain contact with existing customers.

         In addition to producing state-of-the-art color catalogs, the Company
publishes a family of technical guides on topics such as local and remote
communications, power and data protection, and internetworking, as well as a
monthly subscription technical newsletter, Connectivity NEWS(sm), that includes
technical tips and application notes and discusses technology trends.

         Expanded Product Offerings. The Company serves rapidly growing markets
and offers new products, which are continuously developed as a result of
technological advances. In response to this dynamic environment, Black Box
continues to broaden its existing product lines by offering line extensions and
new technologies. In Fiscal 1999, the Company introduced over 2,300 new
products.

         Expansion Worldwide. In Fiscal 1999, Black Box's consolidated revenues
outside the U.S. and Canada were $144.4 million, or 44% of total consolidated
revenues. Black Box currently distributes products in 77 countries through 16
subsidiaries, one joint venture and a network of third-party distributors. In
Fiscal 1999 the Company expanded its on-site technical services offerings into
Great Britain through its combination with Ohmega Installations Limited. The
Company expects to further expand its on-site offering outside of the United
States in the future.

CUSTOMERS. Black Box customers range from small organizations to many of the
world's largest corporations and include educational institutions and federal,
state and local governments. While the Company's customers include a majority of
the Fortune 1,000 companies, Black Box estimates that the majority of its active
customers were non-Fortune 1,000 businesses. Many small and mid-sized companies
lack the in-house expertise to evaluate and maintain increasingly complex
computer systems and thus rely on Black Box's technical expertise, both before
and after making purchases. Larger customers find the BLACK BOX(R) Catalog to be
a convenient and


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comprehensive source for all of their computer communications and networking
needs, in addition to the Company's extensive base of technical knowledge.
Additionally, the Company's overall average order size has increased
consistently and was $701 in Fiscal 1999 compared to $645 in the prior year. The
Company believes the increased average order size reflects its ability to sell
products in volume, the successful introduction of more sophisticated, higher
priced products and effective cross-selling and up-selling at the time of
customer order.

         Black Box also provides products, service and support to over 10,000
domestic resellers who integrate and sell products directly to end-users. In
Fiscal 1999, the reseller program accounted for 19% of the Company's revenues in
North America and 11% of its total revenues. This program enables resellers to
provide quality Black Box products to their end user customers who rely on the
reseller to provide them additional products and services. This program provides
the reseller with access to over 12,000 products, 24-hour technical support and
rapid fulfillment that would be costly to replicate, manage and implement in
their own operations. The customers of this program range from large
distributors to small single proprietors who offer very specialized local
solutions.

CATALOGS. Black Box was the first company to engage exclusively in the sale of a
broad range of computer communications and networking products through direct
marketing techniques. Black Box employs a distribution method based on the
targeted mailing of comprehensive, fully-illustrated color catalogs and other
promotional material directly to its customers who make systems design
decisions. Black Box's catalogs present a wide choice of items using a
combination of product features and benefits, photographs, product descriptions,
product specifications, compatibility charts, potential applications and other
helpful technical information. The catalogs have a distinctive look and are
recognized by Black Box's customers.

TECHNICAL SUPPORT. Black Box believes that its technical support is a critical
component of its success. The Company's technical support personnel, both phone
based and on-site, typically have technical or engineering backgrounds through
education or relevant work experience. Technical support is available 24 hours
per day, 7 days per week, in 11 languages, and the Company's staff handled
nearly 1 million customer calls worldwide last year. Black Box also
differentiates its phone based technical support by providing very short
customer wait times. Frequent contact between the Company's technical staff and
customers enables it to modify existing products and/or introduce new products
to meet changing applications and to identify emerging product trends.

CUSTOMER SERVICE. Black Box strives to make purchasing its products as
convenient as possible. The Company's customer service group handled over 1
million calls worldwide last year, and is available 24 hours per day from Monday
through Saturdays. Off-hours ordering requirements for customers are handled by
the technical support personnel. The Company enters and fulfills orders at its
Pittsburgh and subsidiary locations. Calls are received by well-trained inbound
customer service representatives who utilize on-line terminals to enter customer
orders into computerized order processing systems. Using proprietary
applications, each member of the customer service group has immediate access to
customer files, including usage and billing information and real-time inventory
levels. Using this data, inbound customer service personnel are also prompted by
their computer screen to cross-sell selected products and to update customer
list information. The Company regularly reviews performance to monitor
productivity.

         Black Box also employs an outbound customer sales and service force to
increase the frequency and order size of customer purchases. Black Box's
telesales force is focused on expanding its customer list and improving the
accuracy of its customer database. In addition, telesales personnel are utilized
to obtain specifications for potential orders and to follow-up on such quotes.


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Black Box provides key account pricing to large corporate buyers and provides
an assigned telesales representative who works with corporate buyers to ensure
that their requirements are satisfied.

         When an order is entered into the Company's system, a credit check is
performed and, when approved, the order is transmitted to the distribution
center and a packing slip is printed for order fulfillment. All packages are
inspected prior to shipment to ensure the accurate order fulfillment. Orders
generally are shipped by Federal Express or United Parcel Service in the United
States and by similar small package delivery services internationally.


WORLDWIDE OPERATIONS. The Company's headquarters and domestic operating
facilities are located in Lawrence, Pennsylvania (a suburb of Pittsburgh). This
200,000 square foot facility is on an 84-acre site that houses administrative,
sales and marketing, manufacturing and service operations. In Fiscal 1998, Black
Box also began construction of a new 132,000 square foot distribution center
expansion. The facility became operational in May 1999 and is intended to ensure
adequate distribution capacity for the Company's foreseeable future.

PRODUCTS. Black Box believes that its ability to offer a broad, innovative
product line with plenty of new products, has been an important factor in its
consistent high growth rates and operating margins. Black Box currently offers
more than 12,000 private label, well-known branded products and custom products.
A majority of the 12,000 products carry the BLACK BOX(R) brand name.

MANUFACTURERS AND SUPPLIERS. Black Box utilizes a network of over 200
manufacturers and suppliers throughout the world. Each supplier is monitored for
quality, delivery performance and cost through a well established certification
program. Manufacturers of computer communications and networking products
distribute their products under the BLACK BOX(R) brand name because Black Box
offers qualified technical support and provides a significant channel of
distribution to end users. This network has manufacturing and engineering
capabilities to customize products for specialized applications. Black Box
believes that the loss of any single source of supply would not adversely affect
its business.

         Black Box also operates its own manufacturing and assembly operation at
its Lawrence, Pennsylvania location which currently supplies custom cable
assemblies, switches and specialized active devices. The Company has chosen to
manufacture certain products in-house when third-party sourcing is not
economical or when lead times cannot be met by third-parties. Sourcing decisions
of in-house versus out-of-house are based upon a balance of quality, delivery,
performance and cost.

MANAGEMENT INFORMATION SYSTEMS. The Company has committed significant resources
to the development of sophisticated information systems which are used to manage
all aspects of its business. The Company's systems support and integrate
technical support and customer service, inventory management, purchasing,
distribution activities and accounting. These systems provide the Company with
real time, continuously updated information which allows the Company to monitor
sales trends, make informed purchasing decisions, perform statistical analyses
of its customer database and provide product availability and order status
information. The Company's international operations utilize a remote customer
access system to communicate with its Pittsburgh-based information systems to
check stock availability, order status and pricing and to place orders.


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         The Company's changing product mix, multiple language requirements and
design enhancements require efficient modification of product presentations for
its various catalogs. Black Box has implemented a computerized publishing system
that provides flexibility and speed for both text and graphic layout. Black Box
believes that this system enables it to efficiently update product lines in
subsequent catalog issues and introduce new products on a timely basis.

BACKLOG. Due to rapid order fulfillment, Black Box's backlog of orders is not
significant to its operations outside of its on-site services operation. At
March 31, 1999, the worldwide backlog of unfilled orders believed to be firm for
Black Box products was approximately $3.3 million. The worldwide backlog of
unfilled orders believed to be firm on-site services was approximately $11.1
million.

EMPLOYEES. As of March 31, 1999, the Company had approximately 1,600 employees
worldwide. The Company's ATIMCO subsidiary is subject to a collective bargaining
agreement with 25 employees. The agreement expires April 21, 2001. The Company
believes that its relationship with its employees is good.

FINANCIAL INFORMATION. Financial information regarding the Company, including
geographic sales data, is set forth in Item 8 of this Form 10-K and is
incorporated herein by reference.

COMPETITION. The Company competes with a variety of manufacturers, direct
marketers, computer resellers and manufacturers' sales organizations. The
Company also competes with the manufacturers of products that the Company sells
under its private labels. The Company believes the principal competitive factors
in its markets are product quality and selection, technical support, customer
base and customer service. The Company believes it competes favorably with
respect to these factors. The Company believes there are no dominant competitors
in the industry. There are several direct marketing catalog competitors such as
Micro Warehouse, Inc., CDW Computer Centers, Inc., and Viking Office Products
who market some comparable products in a similar manner.



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ITEM 2 -- PROPERTIES

         The Company's headquarters and domestic operating facilities are
located in Lawrence, Pennsylvania (a suburb of Pittsburgh). This 200,000 square
foot facility on a sixteen-acre site houses administrative, sales and marketing,
manufacturing and service operations. In Fiscal 1998, Black Box began
construction of a new 132,000 square foot addition to its product distribution
center. This building stands on 6 acres of previously undeveloped land adjacent
to the existing facility and became operational in May 1999. Black Box also owns
62 undeveloped acres adjacent to such site.

         The Company also owns or leases the following facilities:

<TABLE>
<CAPTION>
         Location                               Own/Lease         Square Footage
         --------                               ---------         --------------
<S>                                             <C>               <C>
         Melbourne, Australia                   Lease             15,100
         Zaventum, Belgium                      Lease             11,600
         Sao Paulo, Brazil                      Lease             14,000
         Ontario, Canada                        Lease              6,200
         Santiago,Chile                         Lease              1,400
         Rungis, France                         Lease             20,800
         Hallbergmoos, Germany                  Lease              6,700
         Vimodrone, Italy                       Lease              3,100
         Tokyo, Japan                           Lease             15,100
         Mexico City, Mexico                    Lease              6,500
         Utrecht, Netherlands                   Lease             20,500
         Hato Rey, Puerto Rico                  Lease              6,000
         Altendorf, Switzerland                 Lease             10,500
         Orlando, Florida, USA                  Lease              2,000
         Sarasota, Florida, USA                 Lease              1,200
         St. Petersburg, Florida, USA           Lease             13,000
         Atlanta, Georgia, USA                  Lease             16,000
         Duluth, Georgia, USA                   Lease             21,000
         Livonia, Michigan, USA                 Lease              2,000
         Brunswick, Ohio, USA                   Lease              2,750
         Worthington, Ohio, USA                 Lease              4,500
         Pittsburgh, Pennsylvania, USA          Lease              4,900
         West Columbia, South Carolina, USA     Lease              5,200
         Charleston, West Virginia, USA         Lease              2,000
         Newbury, England                       Own                1,100
         Reading, England                       Own               19,400
         Winston-Salem, North Carolina, USA     Own                7,200
</TABLE>


         The Company believes that its manufacturing facilities, located at its
headquarters site, are adequate for its present level of production. The
Company's other facilities, including the new distribution center, used
primarily for sales and distribution, are also adequate given its present level
of operations.


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ITEM 3 -- LEGAL PROCEEDINGS

         The Company is involved in, or has pending, various legal proceedings,
claims, suits and complaints arising out of the normal course of business. Based
on the facts currently available to the Company, management believes all such
matters are adequately provided for, covered by insurance, without merit, or of
such amounts which upon resolution will not have a material adverse effect on
the consolidated financial position or the results of operations of the Company.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security-holders, through the solicitation
of proxies or otherwise.

EXECUTIVE OFFICERS OF THE REGISTRANT

         The executive officers of the Company and their respective ages and
positions are as follows:

<TABLE>
<CAPTION>
               NAME                AGE                     POSITION WITH THE COMPANY
               ----                ---                     -------------------------

<S>                                 <C>      <C>
        Fred C. Young               43       Chairman of the Board, Chief Executive Officer,
                                             President and Secretary

        Anna M. Baird               42       Vice President, Chief Financial Officer, Treasurer,
                                             and Principal Accounting Officer

        Kathleen Bullions           44       Vice President of Operations
</TABLE>


The following is a biographical summary of the experience of the executive
officers of the Company:

         FRED C. YOUNG, 43, was elected Chairman of the Board and Chief
Executive Officer of the Company on June 24, 1998. He also is currently
President and Secretary of the Company and was first elected a director of the
Company on December 18, 1995. He served as Vice President and Chief Financial
Officer, Treasurer and Secretary of Black Box Corporation since joining the
Company in 1991 and was promoted to Senior Vice President and Chief Operating
Officer in May 1996 and President in May 1997.

         ANNA M. BAIRD, 42, was promoted to Vice President, Chief Financial
Officer, and Treasurer on May 9, 1997. She was Director of Finance prior to May
9, 1997.

         KATHLEEN BULLIONS, 44, was promoted to Vice President of Operations on
May 9, 1997. She was Director of Operations prior to May 9, 1997.



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                                     PART II


ITEM 5 -- MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

         The Common Stock is traded on the Nasdaq National Market (trading
symbol "BBOX"). On June 18, 1999, the last reported sale price of the Common
Stock was $46 15/16 per share. The following table sets forth the quarterly high
and low sale prices of the Common Stock as reported by the Nasdaq Stock Market
during each of the Company's fiscal quarters indicated. Such over the counter
market quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission, and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                         High                       Low
                                         ----                       ---

<C>                                      <C>                       <C>
Fiscal 1997

1st Quarter                              24-3/4                     17
2nd Quarter                              33-1/2                     19
3rd Quarter                              41-1/2                     32
4th Quarter                              43-1/4                     24-3/4

Fiscal 1998

1st Quarter                              39-1/2                     20-3/4
2nd Quarter                              41-1/2                     33-3/4
3rd Quarter                              46                         25
4th Quarter                              40-1/4                     29-1/2

Fiscal 1999

1st Quarter                              41                         31 7/16
2nd Quarter                              37 3/8                     22 3/4
3rd Quarter                              38 3/8                     21 1/2
4th Quarter                              38 3/8                     26 3/8
</TABLE>

         At March 31, 1999, there were 166 holders of record.

         No cash dividends have been paid on the Common Stock.





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ITEM 6 -- SELECTED FINANCIAL DATA

    The following table sets forth certain selected historical consolidated
financial data for the Company for the periods indicated. All periods presented
have been restated to reflect mergers accounted for as poolings-of-interests.
Information should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto included elsewhere in this report. The
historical data presented below for Fiscal Years 1995 through 1999 were derived
from the Consolidated Financial Statements of the Company.

<TABLE>
<CAPTION>
                                                                           Fiscal Year Ended March 31,
--------------------------------------- ---------------- --------------- ---------------- --------------- ----------------
Income Statement Data:                         1995            1996             1997            1998             1999
                                               ----            ----             ----            ----             ----
<S>                                            <C>             <C>              <C>             <C>              <C>
Revenue  (1)                                   $174,769        $206,222         $246,413        $299,276         $329,974
Cost of Sales                                    79,463          95,733          117,698         151,441          167,672
                                               --------        --------         --------        --------         --------
Gross Profit                                     95,306         110,489          128,715         147,835          162,302
Selling, general &
 administrative expenses                         58,006          68,454           78,624          88,137           94,674
                                               --------        --------         --------        --------         --------
Operating income before
  amortization                                   37,300          42,035           50,091          59,698           67,628
Intangibles amortization                          4,206           3,620            3,854           3,801            4,263
                                               --------        --------         --------        --------         --------
Operating income                                 33,094          38,415           46,237          55,897           63,365
Interest expense, net                             6,399           5,763            3,654           2,636              553
Income from continuing operations                14,751          18,697           24,792          32,404           38,145
Income from discontinued
  operations                                         50              --               --              --               --
                                               --------        --------         --------        --------         --------
Net income                                      $14,801         $18,697          $24,792         $32,404          $38,145
                                               ========        ========         ========        ========         ========

Basic earnings per share:
Income from continuing operations                 $0.90           $1.13            $1.47           $1.89            $2.19
Income from discontinued
 operations                                        0.00            0.00             0.00            0.00             0.00
                                               --------        --------         --------        --------         --------
Net income                                        $0.90           $1.13            $1.47           $1.89            $2.19
                                               ========        ========         ========        ========         ========

Diluted earnings per share:
Income from continuing operations                 $0.88           $1.10            $1.40           $1.79            $2.09
Income from discontinued
 operations                                        0.00            0.00             0.00            0.00             0.00
                                               --------        --------         --------        --------         --------
Net income                                        $0.88           $1.10            $1.40           $1.79            $2.09
                                               ========        ========         ========        ========         ========


Balance Sheet Data (at end of
 Period):

Working Capital                                 $23,718         $30,636          $39,364         $63,345          $73,262
Total assets                                    155,375         158,750          176,826         190,283          246,275
Total long-term debt                             57,076          41,274           21,280           8,189              204
Stockholders' equity                             48,227          68,486           95,959         130,248          192,652
</TABLE>


(1)      Revenues are net of sales returns and allowances.



                                                                              12
<PAGE>   13


ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

GENERAL: The table below should be read in conjunction with the following
discussion (percentages are based on total revenues.)

<TABLE>
<CAPTION>
                                                     Fiscal Year Ended March 31,
--------------------------------------------------------------------------------
                                 1997             1998                  1999
================================================================================
<S>                             <C>             <C>                  <C>
    Revenues                    $246,413        $299,276             $329,974
      North America                 55.3%           55.0%                56.3%
      International                 44.7            45.0                 43.7
      Total                        100.0           100.0                100.0
--------------------------------------------------------------------------------
</TABLE>

FISCAL 1999 COMPARED TO FISCAL 1998: Revenues for Fiscal 1999 were $329,974, an
increase of 10.3% over Fiscal 1998 restated revenues of $299,276, reflecting
strong growth in North America and Europe. North American revenues increased to
$185,606 from $164,628 or 12.7% over the prior year. The growth was driven by
success of the Company's new on-site technical services, increases in new
product sales and new customers related, in part, to the merger with South Hills
Datacomm in September 1998.

Reported revenues from international operations increased to $144,368 from
$134,648 or 7.2% over the prior year. If exchange rates had remained constant
from the prior year, international revenues would have increased 7.4% from
Fiscal 1998.

Reported revenue dollar and percentage changes for the Company's largest
subsidiaries were as follows: Japan decreased $1,953 or 6.3% due to poor overall
economic conditions in the region and due to the relative strength of the U.S.
dollar. If the Yen's exchange rate relative to the U.S. dollar had remained
unchanged from Fiscal 1998, Japan's revenues would have decreased 4.3%. United
Kingdom reported revenues increased $4,535 or 16.2% primarily due to increased
penetration of existing customers. Reported revenues from France increased
$2,592 or 13.6% primarily due to growth in new customer revenues. Brazil
revenues decreased $5,586 or 42.7%, which was consistent with management's plan
to eliminate unprofitable revenue categories to improve the overall
profitability of the Company. Without the impact of currency, revenues for the
United Kingdom, France and Brazil would have increased by 15.4%, increased by
10.9% and decreased by 42.7%, respectively. Excluding Japan, United Kingdom,
France and Brazil, the remaining international business units' revenues grew
$10,132 or 23.2% from Fiscal 1998. Overall growth in international revenues were
due primarily to strong customer demand for switches and cables, success in
attracting new customers and deeper penetration of existing customers.

Total Fiscal 1999 revenues resulting from acquisitions accounted for using the
purchase method was $17,476.

Gross profit in Fiscal 1999 increased to $162,302, or 49.2% of revenues, from
$147,835, or 49.4% of revenues, in Fiscal 1998. The slight decrease in gross
profit margin was due primarily to the impact of strong revenue growth of the
Company's on-site technical services product line which provides slightly lower
gross margins. The revaluation of foreign denominated


                                                                              13
<PAGE>   14

intercompany receivables had little impact on gross profit margin. Excluding the
impact of revaluing the intercompany receivables, the gross profit margin was
49.0% in Fiscal 1999 compared to 49.6% in Fiscal 1998.

Selling, general and administrative ("SG&A") expenses for Fiscal 1999 were
$94,674, or 28.7% of revenues, an increase of $6,537 over SG&A expenses of
$88,137, or 29.5% of revenues in Fiscal 1998. SG&A expense as a percentage of
revenues decreased from last year as the Company was able to leverage its
existing cost structure and because of the revenue growth of the Company's
on-site technical services product line which provides slightly less operating
expense relative to revenues. The dollar increase over the prior year related
primarily to additional marketing and personnel costs worldwide and additional
costs related to the addition of the Company's on-site technical services
product line.

Operating income before amortization in Fiscal 1999 was $67,628, or 20.5% of
revenues, compared to $59,698, or 19.9% of revenues, in Fiscal 1998. Intangibles
amortization for the year was $4,263, which is comparable to the prior year
amount of $3,801.

Net interest expense for Fiscal 1999 declined to $553 from $2,636 in Fiscal 1998
due to lower average borrowings and a reduction in the Company's effective cost
of borrowing.

The tax provision in Fiscal 1999 was $24,905, or an effective tax rate of 39.5%,
which is comparable to $21,272, or an effective tax rate of 39.6%, in Fiscal
1998. The annual effective tax rate of 39.5% for Fiscal 1999 was higher than the
U.S. statutory rate of 35.0% primarily due to state income taxes, foreign income
taxes higher than the U.S. rate, and the unfavorable impact of non-deductible
intangibles amortization.

Net income for Fiscal 1999 was $38,145 compared to $32,404 in Fiscal 1998, an
increase of 17.7%. This growth was primarily due to strong revenue growth in
North America and Europe and the Company's ability to leverage its existing cost
structure and the success of the Company's operational changes in Brazil and
Mexico.

FISCAL 1998 COMPARED TO FISCAL 1997: Restated revenues for Fiscal 1998 were
$299,276, an increase of $52,863 or 21.5% over Fiscal 1997 restated revenues of
$246,413, reflecting strong growth worldwide. North American revenues increased
to $164,628 from $136,390 or 20.7% over the prior year. The growth was driven by
both the success of new product sales and an increase in the number of medium
and large orders.

Reported revenues from international operations increased to $134,648 from
$110,023 or 22.4% over the prior year. If exchange rates had remained constant
from the prior year, international revenues would have increased 29.4% from
Fiscal 1997.

Reported revenue dollar and percentage growth for the Company's largest
subsidiaries were as follows: Japan increased $4,245 or 16.0%; United Kingdom
increased $6,882 or 32.7%; France increased $907 or 5.0% and Brazil increased
$4,834 or 58.6%. Reported revenue growth in France was reduced due to a stronger
U.S. dollar in Fiscal 1998, and without the currency effect, operating revenues
increased 19.2% from the prior year. Excluding Japan, United Kingdom, France,
and Brazil, the remaining international business units grew $7,757 or 21.6%,
from Fiscal 1997. The overall growth in international revenues was due to an
increase in the number of orders as well as the success of new product sales.



                                                                              14
<PAGE>   15

Gross profit in Fiscal 1998 increased to $147,835, or 49.4% of revenues, from
$128,715, or 52.2% of revenues, in Fiscal 1997. The decrease in gross profit
margin was due to the combined effects of an increase in medium and large
orders, which receive larger discounts and carry slightly lower profit margins
than small orders, and the impact of strong sales growth of the Company's local
area networking product line which provides slightly lower gross margins. The
revaluation of foreign denominated intercompany receivables had little impact on
gross profit margin. Excluding the impact of revaluing the intercompany
receivables, the gross profit margin was 49.6% in Fiscal 1998 compared to 52.5%
in Fiscal 1997.

SG&A expenses for Fiscal 1998 were $88,137, or 29.5% of revenues, an increase of
$9,513 over SG&A expenses of $78,624, or 31.9% of revenues in Fiscal 1997. SG&A
expense as a percentage of revenues decreased from last year as the Company was
able to leverage its existing cost structure. The dollar increase over the prior
year related to additional marketing and personnel costs, primarily at the
international locations.

Operating income before amortization in Fiscal 1998 was $59,698, or 19.9% of
revenues, compared to $50,091, or 20.3% of revenues, in Fiscal 1997. Intangibles
amortization for the year was $3,801, comparable to the prior year amount of
$3,854.

Net interest expense for Fiscal 1998 declined to $2,636 from $3,654 in Fiscal
1997 due to lower average borrowings.

The tax provision in Fiscal 1998 was $21,272, or an effective tax rate of 39.6%,
compared to $17,627, or an effective tax rate of 41.6%, in Fiscal 1997. The
decrease in the effective tax rate was due to foreign tax planning. The annual
effective tax rate of 39.6% for Fiscal 1998 was higher than the U.S. statutory
rate of 35.0% primarily due to state income taxes, foreign income taxes higher
than the U.S. rate, and the unfavorable impact of non-deductible intangibles
amortization.

Net income for Fiscal 1998 was $32,404 compared to $24,792 in Fiscal 1997, an
increase of 30.7%. This growth was primarily due to strong revenue growth in
North America and Europe and the Company's ability to leverage its existing cost
structure.

LIQUIDITY AND CAPITAL RESOURCES: The Company continues to meet all of its cash
requirements through cash flow from operations. During Fiscal 1999, cash flow
before debt reduction and the impact of acquisitions was $40,413, the total
impact of acquisitions was $25,428, and the Company reduced debt by $20,205. The
Company also made capital expenditures of $9,354 during Fiscal 1999. As of March
31, 1999, the Company had cash and cash equivalents of $5,946, working capital
of $73,262 and long-term debt of $204. The Company's total debt at March 31,
1999 of $1,715 was comprised of various loans and commitments. The weighted
average interest rate on all indebtedness of the Company as of March 31, 1999
was approximately 6.7% compared to 8.8% as of March 31, 1998. In addition, at
March 31, 1999, the Company had $48,021 of additional funds available under its
Omnibus Credit Facility with Mellon Bank.

The Mellon Credit Facility provides for a maximum borrowing of $49,000 through
September 30, 2002. Interest on borrowings is variable based on the Company's
option of selecting the bank's prime rate (7-3/4 percent at March 31, 1999), the
Euro-dollar rate plus an applicable


                                                                              15
<PAGE>   16

margin, as defined in the agreement, or Mellon's ABS rate plus an applicable
margin, as defined in the agreement. The applicable margin added to the
Euro-dollar rate and Mellon's ABS rate is adjusted each quarter based on the
cash flow ratio, as defined in the agreement and can vary from 1 percent to 1/2
percent (1/2 percent at March 31, 1999).

On March 31, 1999, the Company announced its intention to repurchase up to 1
million shares of its Common Stock. As of June 1999, the Company had repurchased
1 million shares at prevailing market prices. Funding for the stock repurchase
came from existing cash flow and borrowings from the Mellon Credit Facility.

The Company has operations, customers and suppliers worldwide, thereby exposing
the Company's financial results to foreign currency fluctuations. In an effort
to reduce this risk, the Company generally sells and purchases inventory based
on prices denominated in U.S. dollars. Intercompany sales to subsidiaries are
generally denominated in the subsidiaries' local currency, although intercompany
sales to the Company's subsidiaries in Brazil and Mexico are denominated in U.S.
dollars. The gains and losses resulting from the revaluation of the intercompany
balances denominated in foreign currencies are recorded to gross profit to the
extent the intercompany transaction resulted from an intercompany sale of
inventory.

The Company has entered into and will continue in the future, on a selective
basis, to enter into forward exchange contracts to reduce its foreign currency
exposure related to these intercompany transactions. On a monthly basis, the
open contracts are revalued to the current exchange rates and the resulting
gains and losses are recorded in other income. These gains and losses offset the
revaluation of the related foreign currency denominated receivables. At March
31, 1999, the Company did not have any open forward contracts. During Fiscal
1999, the net impact from revaluing forward contracts was not material.

The Company believes that its cash flow from operations and existing credit
facilities will be sufficient to satisfy its liquidity needs for the foreseeable
future.

YEAR 2000 COSTS: The Company has conducted a review of its information
technology systems and non-information technology systems to evaluate the
potential impact and disruption to its business arising from the year 2000.
Those systems that were determined to not be year 2000 compliant have been
corrected or are currently in the process of being modified. The Company's
mainframe Distribution Control System, which processes customer orders, controls
inventory, and updates accounts receivable, became compliant in early 1998. The
hardware supporting this application is year 2000 compliant and the system
software will be year 2000 compliant in July 1999 as part of regular maintenance
upgrades. The Company completed the process of upgrading the functionality of
the hardware and system software that supports both the financial general ledger
and the manufacturing control system. This upgrade resulted in a year 2000
compliant system in March 1999. The application software for the financial
general ledger and the manufacturing system has been assessed and became
compliant in March 1999. The Company has determined that a minimal amount of
updates and replacements are also required for the hardware and software on the
workstations and servers and should be completed by September 1999. The Company
is in the process of evaluating its subsidiaries to determine their state of
readiness for the year 2000 and does not anticipate any major issues. Total
costs for modifications/upgrades to the information technology systems is
estimated at $400 of which about $300 was incurred during Fiscal 1998. All costs
that directly relate to the year 2000 are being expensed as incurred.



                                                                              16
<PAGE>   17

The Company has surveyed significant vendors in order to evaluate the risks of
year 2000 threats related to their interaction with the Company's systems and
the supply of products. About 90% of the responses have been received and
evaluated with no major complications or disruptions anticipated. The Company is
currently evaluating the year 2000 readiness of its significant service
providers and does not anticipate any related problems. The Company has the
ability to communicate to customers information about year 2000 compliance for
all products. Other significant non-information technology systems have been
evaluated and the estimated cost for replacement is not material.

The Company has fully tested its mainframe Distribution Control System and does
not expect any processing failures as a result of the year 2000. However, in the
event of a year 2000 failure of this system, the Company has a contingency plan
to fulfill customer orders using a manual process.

CONVERSION TO THE EURO CURRENCY: On January 1, 1999, certain members of the
European Union established fixed conversion rates between their existing
currencies and the European Union's common currency, the Euro. The Company
conducts business in member countries. The transition period for the
introduction of the Euro will be between January 1, 1999 and June 30, 2002. The
Company is assessing the issues involved with the introduction of the Euro, and
it does not expect Euro conversion to have a material impact on its operations
or financial results.

ACCOUNTING STANDARDS: In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments and requires that an entity recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. As required
by SFAS No. 133, the Company expects to adopt the new statement in the first
quarter of Fiscal 2001. The effect of this statement on the Company's financial
statements has not been determined.

INFLATION. The overall effects of inflation on the Company have been nominal.
Although long-term inflation rates are difficult to predict, the Company
continues to strive to minimize the effect of inflation through improved
productivity and cost reduction programs as well as price increases within the
constraints of market competition.

FORWARD-LOOKING STATEMENTS: When included in this Annual Report on Form 10-K or
in documents incorporated herein by reference, the words "expects," "intends,"
"anticipates," "believes," "estimates," and analogous expressions are intended
to identify forward-looking statements. Such statements are inherently subject
to a variety of risks and uncertainties that could cause actual results to
differ materially from those projected. Such risks and uncertainties include,
among others, the ability of the Company to identify, acquire and operate
additional on-site technical service companies, general economic and business
conditions, competition, changes in foreign, political and economic conditions,
fluctuating foreign currencies compared to the U.S. dollar, rapid changes in
technologies, customer preferences and various other matters, many of which are
beyond the Company's control. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and speak only as of the date of this Annual Report on Form 10-K. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or any changes in the Company's expectations with regard thereto or
any change in events, conditions, or circumstances on which any statement is
based.

                                                                              17


<PAGE>   18
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks in the ordinary course of business that
include foreign currency exchange rates. In an effort to mitigate the risk, the
Company, on a selective basis, will enter into forward exchange contracts. A
discussion of accounting policies for financial derivatives is included in Note
1 to the consolidated financial statements. At March 31, 1999, the Company did
not have any open forward exchange contracts.



                                                                              18
<PAGE>   19




ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BLACK BOX CORPORATION AND SUBSIDIARIES

         Report of Independent Public Accountants
         Consolidated Statements of Income
         Consolidated Balance Sheets
         Consolidated Statements of Changes in Stockholders' Equity
         Consolidated Statements of Cash Flows
         Notes to Consolidated Financial Statements



                                                                              19
<PAGE>   20





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders of
Black Box Corporation:

We have audited the accompanying consolidated balance sheets of Black Box
Corporation (a Delaware corporation and the "Company") and subsidiaries as of
March 31, 1999 and 1998, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the three years in
the period ended March 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Black
Box Corporation and subsidiaries as of March 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years
in the period ended March 31, 1999, in conformity with generally accepted
accounting principles.

                                                         /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
April 30, 1999



                                                                              20
<PAGE>   21



BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                YEAR ENDED MARCH 31,
                                                                --------------------
                                                   1997            1998           1999
--------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>            <C>
Revenues                                             $246,413       $299,276       $329,974
  Cost of sales                                       117,698        151,441        167,672
--------------------------------------------------------------------------------------------
Gross profit                                          128,715        147,835        162,302
  SG&A expense                                         78,624         88,137         94,674
  Intangibles amortization                              3,854          3,801          4,263
--------------------------------------------------------------------------------------------
Operating income                                       46,237         55,897         63,365
  Interest expense, net                                 3,654          2,636            553
   Other expense (income), net                            164          (415)          (238)
--------------------------------------------------------------------------------------------
 Income from continuing operations
  before income taxes                                  42,419         53,676         63,050
Provision for income taxes                             17,627         21,272         24,905
--------------------------------------------------------------------------------------------
Net income                                            $24,792        $32,404        $38,145
--------------------------------------------------------------------------------------------
Basic earnings per common share                         $1.47          $1.89          $2.19
Diluted earnings per common share                       $1.40          $1.79          $2.09
--------------------------------------------------------------------------------------------
Weighted average common shares                         16,883         17,168         17,435
Weighted average common and common
  equivalent shares                                    17,760         18,084         18,268
--------------------------------------------------------------------------------------------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              21
<PAGE>   22



BLACK BOX CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                                                                     MARCH 31,
                                                                                        --------------------------------
                                                                                             1998              1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>            <C>
ASSETS
Current assets
  Cash and cash equivalents                                                                     $ 11,166       $  5,946
  Accounts receivable, net of allowance for doubtful
  accounts of $2,655 and $4,023, respectively                                                     50,419         62,841
  Inventories, net                                                                                32,283         32,258
  Prepaid catalog expenses                                                                         5,845          4,967
  Other current assets                                                                             4,418         11,205
------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                             104,131        117,217
Property, plant and equipment, net                                                                13,548         24,190
Intangibles, net                                                                                  72,164        104,208
Other assets                                                                                         440            660
------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                    $190,283       $246,275
========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current debt                                                                                  $  8,705       $  1,511
  Accounts payable                                                                                15,815         18,210
  Accrued compensation and benefits                                                                6,214          6,820
  Other accrued expenses                                                                           6,665         12,729
  Accrued income taxes                                                                             3,387          4,685
------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                         40,786         43,955
Long-term debt                                                                                     8,189            204
Deferred taxes                                                                                    10,768          9,051
Other liabilities                                                                                    292            413
Stockholders' equity
  Preferred stock authorized 5,000,000; par value
    $1.00; none issued and outstanding
  Common stock authorized 40,000,000; par value
    $.001; issued and outstanding 17,233,021 and
    18,147,358, respectively                                                                          17             18
  Additional paid-in capital                                                                      34,117         59,272
  Retaining earnings                                                                             101,533        139,678
  Cumulative foreign currency translation                                                        (3,619)        (3,842)
  Dividends declared to former shareholders
    prior to mergers                                                                             (1,800)        (2,474)
------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                                       130,248        192,652
------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                                     $ 190,283       $246,275
========================================================================================================================
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              22
<PAGE>   23



BLACK BOX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)




<TABLE>
<CAPTION>
                                                                                             Cumulative
                                             Common Stock        Additional                   Foreign
                                             ------------          Paid-in     Retained       Currency      Dividend
                                        Shares        Amount       Capital     Earnings     Translation     Declared     Total
----------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>            <C>         <C>         <C>                <C>        <C>        <C>
BALANCE AT MARCH 31, 1996                 16,770,165     $17         $26,016     $43,759            $(988)     $(318)     $68,486

Comprehensive income
   Net income                                                                     24,792                                   24,792
   Foreign currency translation
     adjustment                                                                                    (1,166)                 (1,166)
                                                                                                                          -------
Comprehensive income                                                                                                       23,626

Exercise of options                          216,428                   2,474                                                2,474
Tax benefit from exercised options                                     1,520                                                1,520
Dividends declared to former
  shareholders prior to mergers                                                                                 (147)        (147)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1997                 16,986,593      17          30,010      68,551           (2,154)      (465)      95,959

Comprehensive income
   Net income                                                                     32,404                                   32,404
   Foreign currency translation
     adjustment                                                                                    (1,465)                 (1,465)
                                                                                                                          -------
Comprehensive income                                                                                                       30,939

Contribution from merger                                                 261         578                                      839
Issuance of common stock                      68,115
Exercise of options                          178,313                   2,038                                                2,038
Tax benefit from exercised options                                     1,808                                                1,808
Dividends declared to former
  shareholders prior to mergers                                                                               (1,335)      (1,335)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1998                 17,233,021      17          34,117     101,533           (3,619)    (1,800)     130,248

Comprehensive income
   Net income                                                                     38,145                                   38,145
   Foreign currency translation
     adjustment                                                                                      (223)                   (223)
                                                                                                                            -----
Comprehensive income                                                                                                       37,922

Issuance of common stock                     567,592       1          18,317                                               18,318
Exercise of options                          346,745                   3,732                                                3,732
Tax benefit from exercised options                                     3,106                                                3,106
Dividends declared to former
  shareholders prior to mergers                                                                                 (674)        (674)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1999                 18,147,358     $18         $59,272    $139,678          $(3,842)   $(2,474)    $192,652
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                              23
<PAGE>   24



BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                          YEAR ENDED MARCH 31,
                                                            -------------------------------------------------
                                                                 1997             1998            1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>              <C>
  CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                       $ 24,792        $ 32,404         $ 38,145
  Adjustments to reconcile net income to cash
  provided by operating activities
  Depreciation and amortization                                       6,356           6,446            7,591
  All other                                                              99             151              139
Changes in working capital items
  Accounts receivable, net                                           (8,925)         (4,023)          (3,438)
  Inventories, net                                                  (11,047)         (1,576)           2,575
  Other assets                                                         (504)         (1,772)            (245)
  Accounts payable                                                    7,332          (5,176)          (1,982)
  Accrued compensation and benefits                                   1,233             286              196
  Accrued expenses                                                       83             376           (1,147)
  Accrued income taxes                                                2,906          (1,722)           4,459
----------------------------------------------------------- ---------------- --------------- ----------------
Cash provided by operating activities                                22,325          25,394           46,293
----------------------------------------------------------- ---------------- --------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                               (2,993)         (2,495)          (9,354)
  Cash acquired from merger                                              --             160               --
  Mergers, net of $1,183 cash acquired                                   --              --          (24,754)
  Acquisition of joint venture                                         (934)             --               --
----------------------------------------------------------- ---------------- --------------- ----------------
  Cash used in investing activities                                  (3,927)         (2,335)         (34,108)
----------------------------------------------------------- ---------------- --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of borrowings                                           (68,410)        (94,196)         (36,971)
  Proceeds from borrowings                                           48,384          81,340           16,766
  Proceeds from the exercise of options                               2,474           2,038            3,732
  Dividends paid to former shareholders
      prior to merger                                                  (147)         (1,335)            (674)
----------------------------------------------------------- ---------------- --------------- ----------------
  Cash used in financing activities                                 (17,699)        (12,153)         (17,147)
----------------------------------------------------------- ---------------- --------------- ----------------
  Foreign currency exchange impact on cash                           (1,244)         (1,465)            (258)
----------------------------------------------------------- ---------------- --------------- ----------------
  (Decrease) increase in cash and cash equivalents                     (545)          9,441           (5,220)
  Cash and cash equivalents at beginning of year                      2,270           1,725           11,166
----------------------------------------------------------- ---------------- --------------- ----------------
  Cash and cash equivalents at end of year                          $ 1,725        $ 11,166          $ 5,946
----------------------------------------------------------- ---------------- --------------- ----------------
  Interest paid                                                     $ 3,671        $  2,758          $ 1,278
----------------------------------------------------------- ---------------- --------------- ----------------
  Income taxes paid                                                 $13,315        $ 16,181          $15,318
----------------------------------------------------------- ---------------- --------------- ----------------

                                                                           YEAR ENDED MARCH 31,
                                                            -------------------------------------------------
                                                                 1997            1998             1999
-------------------------------------------------------------------------------------------------------------
Mergers
Fair Value of:
     Assets acquired                                                $    --        $     --          $30,860
     Liabilities assumed                                                 --              --           (4,923)
                                                            --------------- ---------------- ----------------
Cash paid                                                                --              --           25,937
Less cash acquired                                                       --              --           (1,183)
                                                            --------------- ---------------- ----------------
Net cash paid for mergers                                           $    --        $     --          $24,754
----------------------------------------------------------- --------------- ---------------- ----------------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              24
<PAGE>   25



BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS: Black Box Corporation is a leading worldwide technical
service provider of computer communications and networking equipment and
services and related products to businesses of all sizes, operating in 77
countries throughout the world.

FISCAL YEARS AND INTERIM PERIODS: Prior to the fiscal year ended March 31, 1998,
the Company followed a 52 or 53 week fiscal year that ended on the Sunday
nearest March 31. Each fiscal quarter consisted of 13 weeks, and the last
quarter was adjusted for those years having 53 weeks. For fiscal years ended
March 31, 1998 and after, the Company changed the fiscal year end to March 31.
The first three quarters consisted of 13 weeks, and the fourth quarter was
adjusted to end on March 31. The ending date for the year ended March 31, 1997
was actually March 30, 1997. For simplicity, March 31 is used for all year end
references.

PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements
include the accounts of Black Box Corporation and its wholly owned and
majority-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.

CASH EQUIVALENTS: The Company considers all highly liquid investments purchased
with a maturity of three months or less to be cash equivalents. The carrying
amount approximates fair value because of the short maturity of those
instruments.

INVENTORIES: Inventories are stated at the lower of cost (first-in, first-out
method) or market. The net inventory balances at March 31 are as follows:

<TABLE>
<CAPTION>
   ---------------------------------------------------------------------
                                               1998                1999
   ---------------------------------------------------------------------
<S>                                         <C>                 <C>
   Raw materials                            $ 1,654             $ 2,231
   Work-in-process                               41                  31
   Finished goods                            33,442              33,552
   Inventory reserve                         (2,854)             (3,556)
   ---------------------------------------------------------------------
   Inventory, net                          $ 32,283            $ 32,258
   ---------------------------------------------------------------------
</TABLE>

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated at cost.
Depreciation is computed using the straight-line method based on the estimated
useful lives of the assets. The useful life for buildings and improvements is 30
years and for machinery and equipment is three to seven years. Maintenance and
minor repair costs are charged to expense as incurred. Major replacements or
betterments are capitalized. When items are sold, retired or otherwise disposed
of, the cost and related accumulated depreciation are removed from the accounts
and, if applicable, a gain or loss is recorded.



                                                                              25
<PAGE>   26

Property, plant and equipment balances, net of accumulated depreciation, at
March 31 are as follows:

<TABLE>
<CAPTION>
                                                                          1998               1999
-------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>
Land                                                                   $     1,962       $    2,841
Building and improvements                                                   10,143           17,294
Machinery                                                                   16,250           24,796
-------------------------------------------------------------------------------------------------------
                                                                            28,355           44,931
Accumulated depreciation                                                   (14,807)         (20,741)
-------------------------------------------------------------------------------------------------------
Property, plant and equipment, net                                     $    13,548       $   24,190
-------------------------------------------------------------------------------------------------------
</TABLE>


INTANGIBLES: Intangibles include the reorganization value in excess of amounts
allocable to identifiable assets (the portion of the reorganization value which
could not be attributed to specific, tangible or identifiable intangible
assets), Goodwill (the excess of the purchase cost over the fair value of the
assets acquired) and Tradename and Trademarks. These intangibles are amortized
over 20, 25 to 40, and 40 years, respectively. The intangible assets and
associated accumulated amortization at March 31 are as follows:

<TABLE>
<CAPTION>
                                                                          1998               1999
-------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>
Reorganization value in excess of amounts
 allocable to identifiable assets, less
 accumulated amortization of $18,880 and
 $21,664, respectively                                                 $   38,194        $    35,410

Goodwill, less accumulated amortization of $527
 and $1,104, respectively                                                   3,577             39,307

Tradename and trademarks, less accumulated
 amortization of $5,549 and $6,451, respectively                           30,393             29,491
-------------------------------------------------------------------------------------------------------

Intangibles, net                                                       $   72,164        $   104,208
-------------------------------------------------------------------------------------------------------
</TABLE>

The Company evaluates the recoverability of intangible assets, including
goodwill, at each balance sheet date based on forecasted future operations,
undiscounted cash flows and other significant criteria. Based upon the available
data, management believes that the carrying amount of these intangible assets
will be realized over their respective remaining amortization periods.

INCOME TAXES: Deferred income taxes are recognized for all temporary differences
between the tax and financial bases of the Company's assets and liabilities,
using the enacted tax laws and statutory tax rates applicable to the periods in
which the differences are expected to affect taxable income.

FOREIGN CURRENCY TRANSLATION: The financial statements of the Company's foreign
subsidiaries, except for the subsidiaries located in Brazil and Mexico, are
recorded in the local currency which is the functional currency. Accordingly,
assets and liabilities of these subsidiaries are translated using prevailing
exchange rates at the appropriate balance sheet date and revenues and expenses
are translated using an average monthly exchange rate. Translation adjustments
resulting from this


                                                                              26
<PAGE>   27

process are recorded as a separate component of "Stockholders' Equity" and will
be included in income upon sale or liquidation of the foreign investment. Gains
and losses from transactions denominated in a currency other than the functional
currency are included in net earnings. For the subsidiaries located in Brazil
and Mexico, the U.S. dollar is the functional currency, hence a combination of
current and historical rates is used in translating assets and liabilities and
the related exchange adjustments are included in net earnings.

RISK MANAGEMENT AND FINANCIAL DERIVATIVES: The Company has operations, customers
and suppliers worldwide, thereby exposing the Company's financial results to
foreign currency fluctuations. In an effort to reduce this risk, the Company
generally sells and purchases inventory based on prices denominated in U.S.
dollars. Intercompany sales to all subsidiaries except Brazil and Mexico are
denominated in the subsidiaries local currency. Intercompany sales to the
subsidiaries in Brazil and Mexico are denominated in U.S. dollars. The gains and
losses resulting from the revaluation of the intercompany balances denominated
in foreign currencies is recorded to gross profit to the extent the intercompany
transaction resulted from an intercompany sale of inventory.

The Company has entered and will continue in the future, on a selective basis,
to enter into forward exchange contracts to reduce the foreign currency exposure
related to these intercompany transactions. These contracts have a term of 12
months or less and are with a major commercial bank. Accordingly, the Company
expects the counterparty to the contracts to meet its obligations. On a monthly
basis, the open contracts are revalued to the current exchange rates, and the
resulting gains and losses are recorded in other income. These gains and losses
offset the revaluation of the related foreign currency denominated receivables.
At March 31, 1999, the Company did not have any open forward exchange contracts.
During Fiscal 1999, the net impact from revaluing forward contracts was not
material.

The Company does not hold or issue any other financial derivative instruments
nor does it engage in speculative trading of financial derivatives.


EARNINGS PER SHARE: Basic earnings per common share were computed based on the
weighted average number of common shares issued and outstanding, during the
relevant periods. Diluted earnings per common share were computed under the
treasury stock method based on the weighted average number of common shares
issued and outstanding, plus additional shares assumed to be outstanding to
reflect the dilutive effect of common stock equivalents, less the number of
shares assumed to be repurchased with the tax savings resulting from
compensation expense of exercisable options.

USE OF ESTIMATES: The preparation of financial statements in accordance with
generally accepted accounting standards requires management to make estimates
and assumptions. These estimates and assumptions affect the amounts reported in
the accompanying financial statements. Actual results could differ from those
amounts.

ACCOUNTING STANDARDS: In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments and requires that an entity recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. As required
by SFAS No. 133, the Company expects to adopt the new statement in the first
quarter of Fiscal 2001. The effect of this statement on the Company's financial
statements has not been determined.



                                                                              27
<PAGE>   28

NOTE 2: CHANGES IN BUSINESS

MERGERS AND NEW SUBSIDIARIES: During Fiscal 1999, the Company successfully
completed four business combinations accounted for as poolings of interests
(collectively the "Merged Companies"): Associated Network Solutions, Inc.
("ANSI"), American Telephone Wiring Company ("ATW"), CCI Direct Connect, Inc.
("CCI") and Midwest Communications Technologies, Inc. ("MCT"). Accordingly, all
prior period amounts of the Merged Companies have been restated to reflect the
combined results of operations and financial position. The Company issued an
aggregate of 467.911 shares of its common stock in exchange for all of the
outstanding shares of the Merged Companies. The following table reports
aggregated revenue and aggregated net income of the Merged Companies for the
periods preceding the acquisition dates:

<TABLE>
<CAPTION>
                                                  Year Ended March 31,
                               ------------------- -------------------- -------------------
                                    Full Year           Full Year             Partial Year
                                      1997                1998                    1999 *
------------------------------ ------------------- -------------------- -------------------

<S>                                       <C>                  <C>                  <C>
Revenue                                   $14,255              $19,455              $6,496
Net income                                    497                1,489                 415
------------------------------ ------------------- -------------------- -------------------
</TABLE>

         * Fiscal 1999 data includes only activity for each of the Merged
         Companies from April 1, 1998 to its respective merger date. (Fiscal
         1997 and 1998 data includes twelve full months of activity.)

Three of the four Merged Companies were Subchapter S corporations. As such, the
earnings of these three companies were not subject to United States corporate
income tax. Proforma tax information is not presented because it is not
material.

In addition, during Fiscal 1999, the Company completed eight business
combinations which have been accounted for using the purchase method of
accounting. Todd Communications, Inc. ("Todd"), Cable Consultants, Incorporated.
("Cable Con"), Key-Four, Inc. ("Key-Four"), Advanced Communications Corporation
("ACC"), Wakefield Electronics Group Inc., doing business as South Hills
Datacomm ("South Hills"), Ohmega Installations Limited ("Ohmega"), Aicon
Telemarketing Tecnologico Ltda. ("Aicon") and The Austin Connection, Inc.
("Austin").

In March 1999, the Company merged Todd, a privately held company based in
Winston-Salem, North Carolina, into a wholly owned subsidiary. Todd specializes
in technical design, installation and maintenance of premise cabling systems to
customers throughout North Carolina. The purchase price was $1,900 and resulted
in goodwill of approximately $1,300, which will be amortized over twenty five
years. The Company has consolidated the results of operations for Todd as of the
merger date. The operations and financial position of Todd are not material to
either the consolidated financial position or results of operations of the
Company and therefore, no pro forma information has been provided.

In March 1999, the Company merged Cable Con, a privately held company based in
Atlanta, Georgia, into a wholly owned subsidiary. Cable Con specializes in
technical design, installation and maintenance of premise and outside cabling
systems to customers throughout the Southeast. The purchase price was $12,100
and resulted in goodwill after assumed liabilities of approximately $9,400,
which will be amortized over twenty five years. In addition, the merger
agreement provides



                                                                              28
<PAGE>   29

for contingent payment of up to $3,000 depending on Cable Con's future
performance. The Company has consolidated the results of operations for Cable
Con as of the merger date. The operations and financial position of Cable Con
are not material to either the consolidated financial position or results of
operations of the Company and therefore, no pro forma information has been
provided.

In January 1999, the Company merged Key-Four, a privately held company based in
Atlanta, Georgia, into a wholly owned subsidiary. Key-Four provides installation
and maintenance for structured premise cabling systems, telephone systems
installation and service, dedicated on-site telecommunications support
personnel, plus related products to customers throughout the Southeast. The
purchase price was $1,900 and resulted in goodwill after assumed liabilities of
approximately $2,300, which will be amortized over twenty five years. In
addition, the merger agreement provides for contingent payment of up to $600
depending on Key-Four's future performance. The Company has consolidated the
results of operations for Key-Four as of the merger date. The operations and
financial position of Key-Four are not material to either the consolidated
financial position or results of operations of the Company and therefore, no pro
forma information has been provided.

In December 1998, the Company merged ACC into a wholly owned subsidiary. ACC was
a privately held company based in Columbia, South Carolina that provides on-site
services for premise cabling and related products to customers throughout South
Carolina. The purchase price was $1,500 and resulted in goodwill of
approximately $1,200, which will be amortized over twenty five years. The
Company has consolidated the results of operations for ACC as of the merger
date. The operations and financial position of ACC are not material to either
the consolidated financial position or results of operations of the Company and
therefore, no pro forma information has been provided.

In September 1998, the Company merged with the parent corporation of Wakefield
Electronics Group Inc., doing business as South Hills Datacomm (South Hills).
South Hills is a direct marketer of computer communications and networking
products with subsidiary operations in the United States, Puerto Rico and Chile.
The purchase price was $25,300 and resulted in goodwill of approximately
$20,500, which will be amortized over thirty years. In connection with the
merger, the Company established a reserve of $2,200 for the purpose of covering
the costs related to consolidation of the facilities and workforce. The Company
has consolidated the results of operations for South Hills as of the merger
date. The operations and financial position of South Hills are not material to
either the consolidated financial position or results of operations of the
Company and therefore, no pro forma information has been provided.

In addition, the Company completed three minor mergers, Ohmega, Aicon and
Austin, for a total purchase price of $1,754 and resulting in goodwill of
approximately $1,600.

Total revenues in Fiscal 1999 from mergers accounted for using the purchase
method was $17,476.

During Fiscal 1998, the Company merged with ATIMCO, a privately held company
that provides network design and installation services, premise cabling and
related products. The Company issued 68.115 shares of common stock in the
transaction, which was accounted for by a pooling of interests. ATIMCO's
revenues in Fiscal 1998 were $3,200. ATIMCO's results of operations are not
considered material to the Company, and as such, prior periods have not been
restated.



                                                                              29
<PAGE>   30

NOTE 3: INDEBTEDNESS

Long-term debt at March 31 is as follows:

<TABLE>
<CAPTION>
                                           1998           1999
------------------------------------------------------------------
<S>                                    <C>              <C>
Notes                                  $ 16,000         $      --
Other debt                                  894             1,715
------------------------------------------------------------------
                                         16,894             1,715
Less current portion                     (8,705)           (1,511)
------------------------------------------------------------------
Long-term debt                         $  8,189         $     204
------------------------------------------------------------------
</TABLE>


In May 1994, Black Box Corporation of Pennsylvania ("Black Box PA"), a domestic
operating subsidiary of the Company entered into a Revolving Credit Agreement
with Mellon Bank, N.A. ("Mellon") for the purpose of refinancing the then
existing revolving credit agreement and to provide additional working capital.
On February 12, 1999, Black Box PA entered into a new credit agreement with
Mellon. This agreement refinanced the existing debt under the previous revolving
agreement, extended the term and modified the interest rate options, among other
things. The current agreement provides for a maximum borrowing of $49,000
through September 30, 2002. Interest on borrowings is variable based on the
Company's option of selecting the bank's prime rate (7-3/4 percent at March 31,
1999), the Euro-dollar rate plus an applicable margin, as defined in the
agreement or Mellon's Automated Borrowing Services ("ABS") rate plus an
applicable margin, as defined in the agreement. The applicable margin added to
the Euro-dollar rate and Mellon's ABS rate is adjusted each quarter based on the
cash flow ratio, as defined in the agreement and can vary from 1 percent to 1/2
percent (1/2 percent at March 31, 1999). The agreement requires the Company to
pay a quarterly commitment fee, based on a rate determined by the cash flow
ratio, as defined in the agreement and can vary from 3/8 percent to 1/5 percent
(1/5 percent at March 31, 1999), of the daily unborrowed portion of the total
commitment. The agreement is unsecured; however, all borrowings are guaranteed
by the Company, as the ultimate parent. The agreement contains restrictive
covenants that relate to capital expenditures and various financial ratios.

In May 1994, the domestic subsidiary of the Company entered into a $40,000, five
year Senior Note Agreement with certain financial institution parties for the
purpose of refinancing a portion of the existing notes outstanding. The Senior
Notes were payable in five equal installments of $8,000 per year starting in May
1995 and ending in May 1999. Interest on the notes was fixed at 8.81 percent and
prepayments are permitted subject to the payment of a yield-maintenance amount,
as defined in the agreement. On September 1, 1998 the Senior Notes were paid in
full.

Other debt is composed of various bank, industrial revenue and third party loans
secured by specific pieces of equipment and real property. Interest on these
loans are fixed and range from 3 to 5 percent.

At March 31, 1999, the Company had $979 of letters of credit outstanding.

The aggregated amount of the minimum principal payments for each of the five
fiscal years subsequent to March 31, 1999 for all long-term indebtedness is as
follows: 2000-$1,511; 2001-$109; 2002-$16; 2003-$14, 2004-$14; and
thereafter-$51.

The fair value of the Company's debt at March 31, 1999 approximates the carrying
value. The fair


                                                                              30
<PAGE>   31

value is based on management's estimate of current rates available to the
Company for similar debt with the same remaining maturity.

NOTE 4: INCOME TAXES

The domestic and foreign components of pretax income from continuing operations
for the years ended March 31 are as follows:

<TABLE>
<CAPTION>
                                             1997      1998      1999
-----------------------------------------------------------------------
<S>                                        <C>       <C>       <C>
Domestic                                   $31,334   $40,280   $46,007
Foreign                                     11,085    13,396    17,043
-----------------------------------------------------------------------
Consolidated                               $42,419   $53,676   $63,050
-----------------------------------------------------------------------
</TABLE>

The provision for income tax charged to continuing operations for the years
ended March 31 consists of the following:

<TABLE>
<CAPTION>
                                             1997             1998             1999
--------------------------------------------------------------------------------------
<S>                                        <C>               <C>             <C>
Current:
  Federal                                  $ 9,507           $9,706          $  9,980
  State                                      1,158              856             1,031
  Foreign                                    7,078            7,612             7,799
--------------------------------------------------------------------------------------
Total current                               17,743           18,174            18,810
--------------------------------------------------------------------------------------
Deferred                                      (116)           3,098             6,095
--------------------------------------------------------------------------------------
Provision for income taxes                 $17,627          $21,272           $24,905
--------------------------------------------------------------------------------------
</TABLE>

Reconciliations between income taxes from continuing operations computed using
the federal statutory income tax rate and the Company's effective tax rate for
the years ended March 31 are as follows:

<TABLE>
<CAPTION>
                                                        1997             1998              1999
------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>               <C>
Federal statutory tax rate                              35.0%            35.0%             35.0%
Foreign taxes, net of foreign tax credits                0.6              2.8               1.1
Amortization of intangibles                              2.3              1.9               1.8
State income taxes, net of federal benefit               2.0              1.6               1.6
Other, net                                               1.7             (1.7)              0.0
------------------------------------------------------------------------------------------------
Effective tax rate                                      41.6%            39.6%             39.5%
------------------------------------------------------------------------------------------------
</TABLE>

The components of deferred tax (liabilities) assets at March 31 are as follows:

<TABLE>
<CAPTION>
                                                                               1998             1999
                                                                               ----             ----
<S>                                                                          <C>              <C>
  Tradename and trademarks                                                   $ (10,627)       $(10,312)
  State taxes                                                                   (1,283)         (1,041)
  Unremitted earnings of Japanese subsidiary                                    (3,551)         (3,528)
  Basis of fixed assets                                                           (961)         (1,026)
  Other                                                                         (4,790)         (3,646)
  ----------------------------------------------------------------------- -------------- ---------------
  Gross deferred tax liabilities                                               (21,212)        (19,553)
  Net operating losses and foreign tax credit carryforwards                      7,430           6,593
  Other                                                                          3,014           3,909
  ----------------------------------------------------------------------- -------------- ---------------
  Gross deferred tax assets                                                     10,444          10,502
  ----------------------------------------------------------------------- -------------- ---------------
  Net deferred tax liabilities                                               $ (10,768)        $(9,051)
  ----------------------------------------------------------------------- -------------- ---------------
</TABLE>


                                                                              31
<PAGE>   32

At March 31, 1999, the Company had $44,507 of net operating loss carryforwards
and $39,410 of alternative minimum tax loss carryforwards. As a result of the
Company's reorganization in 1992 and concurrent ownership change, Section 382 of
the Internal Revenue Code limits the amount of net operating losses available to
the Company to approximately $600 per year. The carryforwards expire in the
fiscal years 2004 through 2007; however, due to the limitation stated above, the
Company expects to utilize only the unrestricted portion of the operating loss
carryforwards, prior to expiration.

In general, except for certain earnings in Japan, it is management's intention
to reinvest undistributed earnings of foreign subsidiaries, which aggregate
approximately $17,000 based on exchange rates at March 31, 1999. However, from
time to time, the foreign subsidiaries declare dividends to the U.S. parent, at
which time the appropriate amount of tax is determined. Also, additional taxes
could be necessary if foreign earnings were lent to the parent or if the Company
should sell its stock in the subsidiaries. It is not practicable to estimate the
amount of additional tax that might be payable on undistributed foreign
earnings.

NOTE 5: COMMITMENTS AND CONTINGENCIES

The Company leases certain equipment and facilities under noncancelable
operating lease agreements, which contain provisions for certain rental
adjustments as well as renewal options. Rent expense under these operating
leases for the years ended March 31, 1997, 1998 and 1999 was $913, $916, and
$2,882, respectively. At March 31, 1999, the minimum lease commitments under all
noncancelable operating leases for the next five years are as follows:
2000-$2,249; 2001-$1,543; 2002-$1,060; 2003-$845, 2004-$339 and thereafter-$332.

The Company is involved in, or has pending, various legal proceedings, claims,
suits and complaints arising out of the normal course of business. Based on the
facts currently available to the Company, management believes all such matters
are adequately provided for, covered by insurance, are without merit, or are of
such amounts which upon resolution will not have a material adverse effect on
the consolidated financial position or the results of operations of the Company.

NOTE 6: INCENTIVE COMPENSATION PLANS

PERFORMANCE BONUS: The Company has a variable compensation plan covering
substantially all employees. This plan provides for the payment of a bonus based
on certain annual performance targets. All payments are subject to approval by
the Board of Directors upon the completion of the annual audit. In addition, the
Company has an incentive compensation plan that covers certain key employees.
Amounts to be paid under this plan are based on the attainment of certain
operating targets over a three-year period ending March 31, 2001. The amount
expensed under the variable and incentive compensation plans for the years ended
March 31, 1997, 1998 and 1999 were $2,954, $2,084, and $2,871, respectively.

PROFIT SHARING AND SAVINGS PLAN: The Company has a Profit Sharing and Savings
Plan ("Plan") which qualifies as a deferred salary arrangement under Section
401(k) of the Internal Revenue Code covering only U.S. employees. Under the
Plan, participants are permitted to make contributions of up to 12 percent of
their compensation, as defined. The Company matches 25 percent of the
participant's contributions and increases its matching contribution percentage
if the Company achieves specific revenue and profit targets established at the
beginning of each fiscal year. The


                                                                              32
<PAGE>   33


total Company contribution for the years ended March 31, 1997, 1998 and 1999 was
$505, $523 and $748, respectively.

STOCK OPTION PLANS: The Company has two stock option plans, the 1992 Stock
Option Plan, as amended (the "Employee Plan"), and the 1992 Directors Stock
Option Plan, as amended (the "Directors Plan"). The Employee Plan authorizes the
issuance of options and stock appreciation rights ("SARs") for up to 3,900
shares of Common Stock. Options are issued by the Board of Directors or a Board
committee to key employees of the Company and generally become exercisable in
equal amounts over a three-year period. Option prices are equal to the fair
market value of the stock on the date of the grant and have been adjusted to
reflect the effect of the MICOM distribution on June 3, 1994. No SARs have been
issued.

The Directors Plan authorizes the issuance of options and SARs for up to 100
shares of Common Stock. Options are issued by the Board of Directors or a Board
committee and generally become exercisable in equal amounts over a three-year
period. Option prices are equal to the fair market value of the stock on the
date of the grant and have been adjusted to reflect the effect of the MICOM
distribution on June 3, 1994. No SARs have been issued.

The following is a summary of the Company's stock option plans for years ended
March 31:

<TABLE>
<CAPTION>
                                            1997                            1998                           1999
                                            ----                            ----                           ----
                                                   WEIGHTED                        WEIGHTED                        WEIGHTED
                                                   AVERAGE                         AVERAGE                         AVERAGE
                                                   EXERCISE                        EXERCISE                        EXERCISE
                                   SHARES          PRICE           SHARES          PRICE           SHARES          PRICE
                               --------------- --------------- --------------- --------------- -------------- ---------------
<S>                                  <C>           <C>               <C>           <C>             <C>            <C>
Outstanding, beginning
  of the year                        1,754         $ 11.96           1,750         $ 14.11         2,518          $20.14
Granted                                400           23.38           1,042           28.71           723           22.08
Exercised                             (214)          11.47            (178)          11.43          (348)          10.82
Forfeited                             (190)          16.70             (96)          19.43           (91)          28.77
------------------------------ --------------- --------------- --------------- --------------- -------------- ---------------
Outstanding, end of
  the year                           1,750         $ 14.11           2,518         $ 20.14         2,802          $21.51
Exercisable, end of year               822         $ 10.54           1,119         $ 12.32         1,355          $17.70

Weighted average fair value
of options granted during
the year                                           $ 11.89                         $ 17.26                        $11.87
------------------------------ --------------- --------------- --------------- --------------- -------------- ---------------
</TABLE>





                                                                              33
<PAGE>   34

The following table summarizes information about the stock options outstanding
at March 31, 1999:

<TABLE>
<CAPTION>
                                                           OPTIONS OUTSTANDING                OPTIONS EXERCISABLE
                                                           -------------------                -------------------
                                                WEIGHTED
                                                AVERAGE                    WEIGHTED                       WEIGHTED
RANGE OF                                        REMAINING                   AVERAGE                       AVERAGE
EXERCISE                    NUMBER              CONTRACTUAL                EXERCISE        NUMBER         EXERCISE
PRICES                      OUTSTANDING         LIFE                          PRICE      EXERCISABLE      PRICE
--------------------------- ------------------- -------------------- --------------- -------------------- -------------
<S>                                  <C>        <C>                     <C>                 <C>             <C>
$7.77                                73         3.7 years               $     7.77             73            $   7.77
$8.92 - $9.35                        50         4.5 years                     9.35             50                9.35
$9.78 - $13.06                      275         5.3 years                    10.07            275               10.07
$13.65 - $15.75                     474         6.2 years                    15.01            474               15.01
$20.50 - $21.94                     938         9.1 years                    21.75             91               21.05
$24.75 - $27.38                     219         7.5 years                    24.91            135               24.75
$30.25 - $33.25                     749         8.7 years                    30.26            250               30.26
$33.50 - $35.19                      24         8.5 years                    35.01              7               35.19
--------------------------- ------------------- -------------------- --------------- ------------------- --------------
$7.77  - $35.19                   2,802         7.8 years               $    21.51          1,355            $  17.70
--------------------------- ------------------- -------------------- --------------- ------------------- --------------
</TABLE>

The Company continues to apply APB Opinion No. 25 in accounting for stock-based
compensation. To date, all stock options have been issued at market value;
accordingly, no compensation cost has been recognized. Had the Company elected
to recognize compensation cost based on the fair value basis under SFAS No. 123,
the Company's net income and earnings per share would have been reduced to the
pro forma amounts for the years ended March 31:

<TABLE>
<CAPTION>
                                                     1997                 1998             1999
-------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                   <C>             <C>
Net income                As reported            $   24,792            $   32,404      $   38,145
                          Pro forma                  23,521                30,103          34,071

Earnings per share        As reported            $     1.40            $     1.79      $     2.09
                          Pro forma                    1.32                  1.66            1.86
-------------------------------------------------------------------------------------------------
</TABLE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes options pricing model with the following assumptions for the years
ending March 31:

<TABLE>
<CAPTION>
                                            1997              1998                  1999
----------------------------------------------------------------------------------------
<S>                                         <C>                <C>               <C>
Expected life (in years)                    7.0                7.3               6.1
Risk free interest rate                     6.6%               5.7%             4.6%
Volatility                                  35%                50%               50%
Dividend yield                               --                 --                --
----------------------------------------------------------------------------------------
</TABLE>

NOTE 7:  EARNINGS PER SHARE

Basic earnings per common share were computed based on the weighted average
number of common shares issued and outstanding during the relevant periods.
Diluted earnings per common share were computed under the treasury stock method
based on the weighted average number of common shares issued and outstanding,
plus additional shares assumed to be outstanding to reflect the dilutive effect
of common stock equivalents, less the number of shares assumed to be repurchased
with the tax savings resulting from compensation expense of exercisable options.
The following table details this calculation:



                                                                              34
<PAGE>   35

<TABLE>
<CAPTION>
                                                                        YEAR ENDED MARCH 31,
                                                                        --------------------
                                                               1997             1998         1999
-------------------------------------------------------- ---------------- ------------ -----------
<S>                                                              <C>          <C>         <C>
Net income for earnings per share computation                    $24,792      $32,404     $38,145
Basic earnings per common share:
   Weighted average common shares                                 16,883       17,168      17,435
   Basic earnings per common share                                 $1.47        $1.89       $2.19
-------------------------------------------------------- ---------------- ------------ -----------
Diluted earnings per common share:
   Weighted average common shares                                 16,883       17,168      17,435
   Shares issuable from assumed conversion of
       common stock equivalents                                      998        1,049         989
   Shares assumed repurchased with tax savings from
      compensation expense of exercised options                     (121)        (133)       (156)
-------------------------------------------------------- ---------------- ------------ -----------
  Weighted average common and common
       equivalent shares                                          17,760       18,084      18,268
  Diluted earnings per common share                                $1.40        $1.79       $2.09
-------------------------------------------------------- ---------------- ------------ -----------
</TABLE>

NOTE 8: SEGMENT REPORTING

The Company manages its business segments primarily on a geographic basis. Its
reportable segments are comprised of North America, Europe and the Pacific Rim.
Other operating segments include Latin America and corporate expenses. Corporate
expenses include costs related to tradename and trademark protection and various
administrative items. The Company reports its segments separately because of
differences in geographic market characteristics. Each reportable segment is
directed by a regional vice president and may provide revenue from direct
marketing and on-site services.

The accounting policies of the various segments are the same as those described
in "Summary of Significant Accounting Policies" in Note 1. The company evaluates
the performance of each segment based on "Worldwide EBITA." A segment's
Worldwide EBITA is its earnings before interest, taxes and amortization with all
profit on intercompany sales allocated to the segment providing the third party
revenues. Intersegment sales are not reviewed by management and are not included
in the total revenues reported below. Certain costs included in the North
America segment are incurred for the benefit of other segments but are not
allocated for internal management reporting and are, therefore, not allocated
herein. These unallocated costs include certain order fulfillment, shipping, and
various overhead items. Segment interest income, interest expense and
expenditures for segment assets are not presented to or reviewed by management,
and are, therefore, not presented.

Summary information by reportable segment is as follows:

NORTH AMERICA

<TABLE>
<CAPTION>
---------------------------- -------------- -------------- ---------------
                                 1997           1998            1999
---------------------------- -------------- -------------- ---------------
<S>                              <C>            <C>             <C>
Revenues                         $ 136,390      $ 164,628       $ 185,606
Worldwide EBITA                     25,136         29,180          31,413
Depreciation                         1,271          1,569           1,983
Amortization                         2,953          2,900           3,357
Segment assets                     163,446        172,158         231,212
---------------------------- -------------- -------------- ---------------
</TABLE>



                                                                              35
<PAGE>   36

EUROPE

<TABLE>
<CAPTION>
--------------------------- ------------- -------------- --------------
                                1997          1998           1999
--------------------------- ------------- -------------- --------------
<S>                             <C>            <C>            <C>
Revenues                        $ 64,278       $ 77,167       $ 92,118
Worldwide EBITA                   13,341         15,805         22,052
Depreciation                         720            708            865
Amortization                          --             --              5
Segment assets                    28,432         33,335         37,947
--------------------------- ------------- -------------- --------------
</TABLE>

PACIFIC RIM

<TABLE>
<CAPTION>
--------------------------- ------------- -------------- --------------
                                1997          1998           1999
--------------------------- ------------- -------------- --------------
<S>                             <C>            <C>            <C>
Revenues                        $ 34,097       $ 39,395       $ 36,171
Worldwide EBITA                   12,483         14,612         13,195
Depreciation                          50            151            128
Amortization                          --             --             --
Segment assets                    13,138         12,243         12,887
--------------------------- ------------- -------------- --------------
</TABLE>

OTHER

<TABLE>
<CAPTION>
--------------------------- ------------- ------------- ---------------
                                1997          1998           1999
--------------------------- ------------- ------------- ---------------
<S>                              <C>          <C>             <C>
Revenues                         $11,648      $ 18,086        $ 16,079
Worldwide EBITA                    (869)           101             968
Depreciation                         304           112             119
Amortization                         901           901             901
Segment assets                   174,764       181,570         220,284
--------------------------- ------------- ------------- ---------------
</TABLE>

The following are reconciliations between certain reportable segment data and
the corresponding consolidated amounts:

REVENUES

<TABLE>
<CAPTION>
----------------------------------------------------- --------------- ------------- -------------
                                                           1997           1998          1999
----------------------------------------------------- --------------- ------------- -------------
<S>                                                         <C>           <C>           <C>
Total revenues from reportable segments                     $234,765      $281,190      $313,895
Other revenues                                                11,648        18,086        16,079
Total consolidated revenues                                  246,413       299,276       329,974
----------------------------------------------------- --------------- ------------- -------------
</TABLE>

EBITA

<TABLE>
<CAPTION>
------------------------------------------------------ -------------- ------------- -------------
                                                           1997           1998          1999
------------------------------------------------------ -------------- ------------- -------------
<S>                                                          <C>           <C>           <C>
Total Worldwide EBITA for reportable segments                $50,960       $59,597       $66,660
Other EBITA                                                     (869)          101           968
Total consolidated EBITA                                      50,091        59,698        67,628
------------------------------------------------------ -------------- ------------- -------------
</TABLE>


                                                                              36
<PAGE>   37

ASSETS

<TABLE>
<CAPTION>
------------------------------------------------------ -------------- ------------- -------------
                                                           1997           1998          1999
------------------------------------------------------ -------------- ------------- -------------
<S>                                                         <C>           <C>           <C>
Total assets for reportable segments                        $205,016      $217,736      $282,046
Other assets                                                 174,764       181,570       220,284
Corporate eliminations                                      (202,954)     (209,023)     (256,055)
Total consolidated assets                                    176,826       190,283       246,275
------------------------------------------------------ -------------- ------------- -------------
</TABLE>

NOTE 9: QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                       FIRST                 SECOND               THIRD            FOURTH
                                      QUARTER               QUARTER              QUARTER           QUARTER             YEAR
------------------------------- --------------------- --------------------- ------------------- -------------- ---------------
<S>                                          <C>                   <C>                 <C>            <C>            <C>
FISCAL 1998
Revenues                                     $69,269               $74,596             $74,206        $81,205        $299,276
Gross profit                                  34,820                36,834              37,026         39,155         147,835
Net income                                     7,193                 7,951               8,107          9,153          32,404
Basic earnings per
 common share                                   0.42                  0.46                0.47           0.53            1.89(1)
Diluted earnings per
 common share                                   0.40                  0.44                0.45           0.51            1.79(1)
------------------------------- --------------------- --------------------- ------------------- -------------- ---------------
FISCAL 1999
Revenues                                     $73,096               $79,130             $84,789        $92,959        $329,974
Gross Profit                                  36,185                38,596              42,073         45,448         162,302
Net income                                     8,284                 8,764               9,605         11,492          38,145
Basic earnings per
 common share                                   0.48                  0.51                0.55           0.65            2.19
Diluted earnings per
 common share                                   0.46                  0.49                0.53           0.62            2.09(1)
------------------------------- --------------------- --------------------- ------------------- -------------- ---------------
</TABLE>

(1)      Earnings per share for the year is different than the sum of the
         quarterly earnings per share due to the change in shares each quarter.

NOTE 10: SUBSEQUENT EVENTS (UNAUDITED)

In April 1999, the Company merged Con-Optic, Inc. into Key-Four, a wholly owned
subsidiary. Based in Atlanta, Georgia, privately held Con-Optic provides
services complementary to Key-Four, including technical design, installation and
maintenance services for premise cabling and related products to customers
throughout Georgia. The results of operations and financial position of
Con-Optic are not material to the consolidated results of operations or
financial position.

During May 1999, the Company merged with C-Tel Corporation. Established in 1987
in Columbus, Ohio, privately held C-Tel provides technical design, installation
and maintenance services for premise cabling and related products to customers
primarily in Ohio. The results of operations and financial position of C-Tel are
not material to the consolidated results of operations or financial position.



                                                                              37
<PAGE>   38

On March 31, 1999, the Company announced its intention to repurchase up to 1
million shares of its Common Stock. As of June 1999, the Company had repurchased
1 million shares at prevailing market prices.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
DISCLOSURE

Not applicable.





                                                                              38
<PAGE>   39



                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this item is incorporated herein by
reference to the information set forth under the caption "Executive Officers of
the Registrant" included under Part I of this Form 10-K.

         The other information required by this item is incorporated herein by
reference to the information set forth under the captions "Election of
Directors" and "Board of Directors and Certain Board Committees" in the
Company's definitive proxy statement for the 1999 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended (the "Proxy Statement").

ITEM 11 -- EXECUTIVE COMPENSATION

         The information required by this item is incorporated herein by
reference to the information set forth under the captions "Board of Directors
and Certain Board Committees", "Executive Compensation and Other Information",
and "Compensation Committee Interlocks and Insider Participation" in the Proxy
Statement; provided, however, that the compensation committee report and
performance graph in the Proxy Statement are not incorporated herein by
reference.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this item is incorporated herein by
reference to the information set forth under the captions "Security Ownership of
Certain Beneficial Owners", "Compensation Committee Interlocks and Insider
Participation -- Change of Control Agreement", "Compensation Committee
Interlocks and Insider Participation -- Separation Agreement", and "Security
Ownership of Management" in the Proxy Statement.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this item is incorporated herein by
reference to the information set forth under the captions "Election of
Directors" and "Compensation Committee Interlocks and Insider Participation" in
the Proxy Statement.



                                                                              39
<PAGE>   40

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         Financial statements, financial statement schedules and exhibits not
listed here have been omitted where the required information is included in the
consolidated financial statements or notes thereto, or is not applicable or
required.

         (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 Schedules

                           Report of Independent Public Accountants on
                           Supplemental Schedules

                           Schedule II - Valuation and Qualifying Accounts

                  (3)      Exhibits

<TABLE>
<CAPTION>
                            Exhibit
                            Number                                Description
                            ------                                -----------

                           <S>               <C>
                            3(i)             Second Restated Certificate of Incorporation of the
                                             Company, as amended (8)

                            3(ii)            Restated Bylaws, as amended (2)

                            10.1             1992 Stock Option Plan, as amended (9)

                            10.2             1992 Director Stock Option Plan, as amended (9)

                            10.3             Omnibus Credit Facility Agreement, dated as of February 12, 1999,
                                             among Black Box Corporation of Pennsylvania, Black Box Corporation
                                             and Mellon Bank, N.A. (1)

                            10.4             Agreement and Plan of Distribution, dated as of
                                             May 10, 1994, among the Company, Black Box - PA
                                             and MICOM (3)

                            10.5             Indemnification and Liability Assumption Agreement,
                                             dated as of  June 3, 1994, among the Company, Black Box - PA and MICOM (3)
</TABLE>


                                                                              40
<PAGE>   41

<TABLE>
                           <S>               <C>
                            10.6(i)          Tax Sharing Agreement, dated as of January 28, 1992,
                                             among the Company (previously known as MB
                                             Holdings, Inc.), Black Box and MICOM (3)

                            10.6(ii)         Amendment to Tax Sharing Agreement, dated as of
                                             June 3, 1994 (3)

                            10.7             Separation Agreement, dated as of October 17, 1991,
                                             between the Company (previously known as MB Holdings, Inc.), and MICOM (3)

                            10.8             Black Box do Brasil Industria E. Comercio LTDA.
                                             Quotaholder Agreement (5)

                            10.9             Private Instrument of Amendment to the Articles of
                                             Association of Black Box do Brasil Industria E.
                                             Comercio LTDA. (5)

                            10.10            Change of Control Agreement with
                                             Frederick C. Young, dated as of December 20, 1994 (6)

                            10.12            Subscription Agreement and Plan of Acquisition of
                                             BBOX Holding Company by Black Box Corporation
                                             dated November 21, 1996 (7)

                            10.13            Executive Incentive Program Summary
                                             (1999-2001) (10)

                            10.14            Separation Agreement, dated as of June 23, 1998,
                                             between the Company and Jeffrey M. Boetticher (10)

                            21.1             Subsidiaries of the Company (1)

                            23.1             Consent and Report of Arthur Andersen LLP,
                                             independent public accountants (1)

                            27.1             Financial Data Schedule (1)

                            27.2             Restated Financial Data Schedule for Form 10-Q for
                                             the Fiscal 1999 Third Quarter (1)

                            27.3             Restated Financial Data Schedule for Form 10-Q for
                                             the Fiscal 1999 Second Quarter (1)
</TABLE>



                                                                              41
<PAGE>   42

<TABLE>
                           <S>               <C>
                           27.4              Restated Financial Data Schedule for Form 10-Q for
                                             the Fiscal 1999 First Quarter (1)

                           27.5              Restated Financial Data Schedule for Form 10-K for
                                             Fiscal 1998 (1)

                           27.6              Restated Financial Data Schedule for Form 10-Q for
                                             Fiscal 1998 Third Quarter (1)

                           27.7              Restated Financial Data Schedule for Form 10-Q for
                                             Fiscal 1998 Second Quarter (1)

                           27.8              Restated Financial Data Schedule for Form 10-Q for
                                             Fiscal 1998 First Quarter (1)

                           27.9              Restated Financial Data Schedule for Form 10-K for
                                             Fiscal 1997 (1)
</TABLE>

         (1)      Filed herewith.

         (2)      Filed as an exhibit to the 1993 Annual Report on Form 10-K of
                  the Company, file number 0-18706, filed with the Commission on
                  June 26, 1993, and incorporated herein by reference.

         (3)      Filed as an exhibit to the Report on Form 8-K, file number
                  0-18706, filed with the Commission on June 20, 1994, and
                  incorporated herein by reference.

         (5)      Filed as an exhibit to the Quarterly Report on Form 10-Q of
                  the Company, file number 0-18706, filed with the Commission on
                  February 15, 1994, and incorporated herein by reference.




                                                                              42
<PAGE>   43

         (6)      Filed as an exhibit to the 1995 Form 10-K of the Company, file
                  number 0-18706, filed with the Commission on June 19, 1995 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 Commission on
                  February 12, 1997, and incorporated herein by reference.

         (8)      Filed as an exhibit to the Quarterly Report on Form 10-Q of
                  the Company, file number 0-18706, filed with the Commission on
                  November 10, 1997, 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 Commission on
                  November 13, 1998.

         (10)     Filed as an exhibit to the Annual Report on Form 10-K of
                  the Company, file number 0-18706, filed with the Commission on
                  June 29, 1998.

                  (b)      Reports on Form 8-K. None.

                  (c)      The Company hereby files as exhibits to the Form 10-K
                           the exhibits set forth in Item 14(a)(3) hereof which
                           are not incorporated by reference.

                  (d)      The Company hereby files as financial statement
                           schedules to this Form 10-K the financial statement
                           schedules which are set forth in Item 14(a)(2)
                           hereof.



                                                                              43
<PAGE>   44




SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1943, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

         BLACK BOX CORPORATION

         Dated:  June 25, 1999
                                                   /s/ Anna M. Baird
                                         ------------------------------------
                                         Anna M. Baird, Vice President, Chief
                                         Financial Officer, Treasurer, and
                                         Principal Accounting Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934 as
amended, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

        SIGNATURES                   CAPACITY                     DATE


  /s/ WILLIAM F. ANDREWS               Director                 June 25, 1999
  ----------------------
    William F. Andrews


  /s/ WILLIAM R. NEWLIN                Director                 June 25, 1999
  ---------------------
    William R. Newlin


    /s/ BRIAN D. YOUNG                 Director                 June 25, 1999
    ------------------
      Brian D. Young


    /s/ FRED C. YOUNG            Director, President,           June 25, 1999
    -----------------         Chief Operating Officer,
     Fred C. Young                 and Secretary


    /s/ ANNA M. BAIRD              Vice President,              June 25, 1999
    -----------------          Chief Financial Officer,
      Anna M. Baird            Treasurer and Principal
                                  Accounting Officer


                                                                              44
<PAGE>   45



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS






To the Board of Directors and Stockholders of
Black Box Corporation:

We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Black Box Corporation and Subsidiaries
included in this Form 10-K, and have issued our report thereon dated April 30,
1999. Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the accompanying
index is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



                                                       /s/ ARTHUR ANDERSEN LLP




Pittsburgh, Pennsylvania
April 30, 1999




                                                                              45
<PAGE>   46




                                                                     SCHEDULE II

                              BLACK BOX CORPORATION

                       VALUATIONS AND QUALIFYING ACCOUNTS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            ADDITIONS
                                       BALANCE AT           CHARGED TO           REDUCTIONS            BALANCE
       DESCRIPTION                    BEGINNING OF          COSTS AND               FROM              AT END OF
       -----------                       PERIOD              EXPENSES             RESERVES             PERIOD
                                         ------              --------             --------             ------

<S>                                      <C>                   <C>                 <C>                  <C>
YEAR ENDED MARCH 31, 1997
  Inventory reserves                     $1,648                $1,398              $1,436               $1,610
  Allowance for unrealizable
  accounts/sales returns                 $2,407                $  664              $  572               $2,499

YEAR ENDED MARCH 31, 1998
  Inventory reserves                     $1,610                $3,653              $2,409               $2,854
  Allowance for unrealizable
  accounts/sales returns                 $2,499                $1,333              $1,177               $2,655

YEAR ENDED MARCH 31, 1999
  Inventory reserves                     $2,854                $3,396              $2,694               $3,556
  Allowance for unrealizable
  accounts/sales returns                 $2,655                $2,923              $1,555               $4,023
  Restructuring reserve                  $   --                $2,200              $  902               $1,298
</TABLE>



                                                                              46