<PAGE>
                       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, 2002

[ ] 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)

<TABLE>
<S>                                                          <C>
            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)
</TABLE>

        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 May 14, 2002, was
$1,057,918,812 based on the closing sale price reported on the Nasdaq National
Market for May 14, 2002. 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 May 14, 2002, was 20,257,129.

                       Document Incorporated by Reference

Proxy Statement for 2002 Annual Meeting of Stockholders -- Part III


<PAGE>


                                     PART I

ITEM 1 -- BUSINESS

OVERVIEW. Black Box Corporation ("Black Box" or "the Company") is the world's
largest technical services company dedicated to designing, building and
maintaining today's complicated network infrastructure systems. The Black Box
team of approximately 3,700 employees serves more than 150,000 clients in 132
countries throughout the world, providing technical services on the phone,
on-site, and on-line. Founded in 1976, Black Box operates subsidiaries on five
continents, and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

Black Box differentiates itself from its competitors through high levels of
technical support, its capability to provide one source for network
infrastructure services to clients (especially those with multilocation needs),
and its private-labeled brand, BLACK BOX(R). Through its 2,700 on-site services
team members and 1,000 phone services team members, the Company offers technical
services on the phone free of charge, 24 hours a day, seven days a week, and
fee-based on-site technical services.

As the largest network infrastructure services company in the world, Black Box
is in a unique position to capitalize on its service advantages, leadership
position, diverse customer base and strong customer loyalty.

INDUSTRY BACKGROUND. Black Box participates in the worldwide network
infrastructure market to end users, which is estimated at $20 billion. The
structured cabling market is estimated at $8 billion and the telephony services
market is estimated at $12 billion.

Products and services are distributed to this market primarily through value
added resellers, manufacturers, direct marketers, and technical service
companies. Prior to the development of its on-site network services business,
Black Box had participated in only the direct marketing channel, which accounts
for just 7% of the total market. By integrating the Company's on-site services
capability with its traditional phone-based technical sales and service
business, Black Box is participating in a much larger portion of the market.

BUSINESS STRATEGY. Black Box's business strategy is to provide its clients with
one source for products and services to meet all of their networking
infrastructure needs - whether at a single location or multiple locations
worldwide. The Company believes that its combination of on-site technical
services - integrated with its telephonic technical support, high quality
products and a worldwide presence - provides it with a unique advantage against
its competitors in the network infrastructure market. The Company believes its
record of consistent operating profitability and its high rate of repeat clients
is evidence of the strength of its strategy. Keys to the Company's success
include the following:

On-the-Phone Technical Services. Black Box provides its clients with
around-the-clock, seven days per week technical support at no charge through a
hotline telephone consulting service, available to clients in 132 countries
worldwide. In Fiscal 2002, the Company's on-the-phone technical experts
responded to approximately two million client calls, and 99.6% of them were
answered in less than 20 seconds, nearly 30 times faster than the industry
average.

Each Black Box phone technician receives training that enables the technician to
provide clients with reliable and cost-effective solutions to conversion,
connectivity, communications and


                                                                               2
<PAGE>

networking challenges and to guide the client from system design and product
selection through installation, post-installation and maintenance.

On-Site Technical Services. Black Box Corporation provides complete structured
cabling and telephony solutions - including design, installation and maintenance
- with consistent quality and uniformity from site to site. The Company
maintains what it believes is the industry's largest staff of Registered
Communication Distribution Designers (RCDDs) who assure that all designs meet or
exceed ANSI, TIA/EIA, and National Electric Code(R) (NEC(R)) standards. On-site
technical services are provided in most major domestic markets and in selected
markets outside of the United States. The Company intends to continue its
geographic expansion of on-site capabilities throughout the world.

Quality Networking Solutions. Through the BLACK BOX(R) Catalog and BLACK BOX(R)
On-Line, the Company markets more than 90,000 infrastructure and networking
products in categories including PC communication products and accessories,
cables and connectors, cabinets and racks, testers and tools, power and surge
protection, video and mass storage, switches, ServSwitch(TM) products, printer
devices, converters, line drivers, modems and multiplexors, and local area
networking equipment. The Company modifies and updates its product offerings
based on technical advancements and market demand.

In Fiscal 1998, Black Box became the first in the industry to introduce a
product warranty program offering full protection regardless of cause of
failure, including accidental, surge or water damage. In Fiscal 2000, the
Company introduced Certification Plus, the industry's first comprehensive
guaranteed-for-life structured cabling system. In Fiscal 2002, Extended
Certification Plus was introduced, enabling clients' existing cabling systems to
be guaranteed for life after inspection and certification by a Black Box
designer.

Brand Name. BLACK BOX(R) is a widely recognized brand name associated with high
quality products and 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 ISO9001 certification in the U.S., becoming the
first U.S. technical direct marketer to be so certified. 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 ISO9001 certification.

Proprietary Customer List. For more than 25 years, the Company has built a
proprietary mailing list of approximately 1.5 million names representing nearly
1 million clients. This database includes information on the past purchases of
its clients. The Company routinely analyzes this data in an effort to enhance
client purchasing and ensure that targeted mailings reach specific audiences.
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.

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


                                                                               3
<PAGE>

GROWTH STRATEGY. The principal components of Black Box's growth strategy include
(i) continued marketing of its one source provider capabilities and advantages
and (ii) continued geographic expansion of on-site technical services worldwide.

Marketing of One Source Provider Capabilities and Advantages. With on-site
operations firmly established in 40 states and 12 other countries as well as
phone services available in 132 countries, the Company is well positioned to
offer infrastructure services and products with single-company coordination from
coast to coast and continent to continent. The Company believes it is uniquely
positioned to succeed with multinational clients because of this advantage. At
the close of Fiscal 2002, the Company's multilocation clients were some of the
largest domestic retailers, including The Home Depot and Target.

Continued Geographic Expansion of On-Site Technical Services. In Fiscal 1998,
Black Box expanded its technical services to include on-site design,
installation and maintenance for infrastructure products. The Company believes
there is a large, growing and lucrative market for these services worldwide and
it expects the expansion to enable it to increase its addressable share of the
worldwide network infrastructure market significantly.

Through a series of mergers, Black Box has established on-site presence in most
major domestic markets and in selected markets outside of the United States.
Revenues from on-site services were $434 million for Fiscal 2002 and represented
58% of the worldwide business. The Company expects to continue expanding its
on-site capabilities in Fiscal 2003.

CLIENTS. Black Box clients range from small organizations to many of the world's
largest corporations covering a diversity of industries, from manufacturing,
retail and financial to educational and government. While the Company's clients
include most of the Fortune 1000 companies, Black Box estimates that 60% of its
revenues were from non-Fortune 1000 clients.

MARKETING. Black Box services and products are primarily marketed through the
direct marketing materials, its offices throughout the world, and online through
the Company's website. 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 targets its catalogs and
marketing materials directly to its clients who make systems design and
purchasing decisions. Black Box marketing materials 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.

TECHNICAL SERVICES. Black Box believes that its technical services are the
foundation of its success enabling the Company to provide services ranging from
phone consultation to site surveys, design and engineering, installation,
certification and maintenance.

CUSTOMER SERVICE. Black Box strives to make purchasing its products as
convenient as possible. The Company enters and fulfills orders at all of its
worldwide locations. Black Box's client service group is available 24 hours per
day from Monday through Saturday. Off-hours ordering requirements are handled by
technical services personnel. Using proprietary applications, service
representatives have immediate access to client information and real-time
inventory levels to assist clients. Client information is updated at the time of
the call and cross selling and up selling occurs.

Black Box employs an outbound sales and service force to increase the frequency
and order size of


                                                                               4
<PAGE>

client orders. This group is utilized to obtain specifications for potential
orders and to follow up on quotes. 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.

WORLDWIDE OPERATIONS. The Company's headquarters and domestic operating
facilities are located in Lawrence, Pennsylvania (a suburb of Pittsburgh). This
352,000 square foot facility is on a 22-acre site that houses administrative,
sales and marketing, manufacturing and service operations.

PRODUCTS. Black Box believes that its ability to offer a broad, innovative
product line, supported by readily available technical services, has been an
important factor in its consistent high gross margins. Black Box currently
offers more than 90,000 products through its catalogs and website and introduces
new products regularly. The majority of the Company's product revenues are from
products marketed under the BLACK BOX(R) brand name.

MANUFACTURERS AND SUPPLIERS. Black Box utilizes a network of 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 services 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.

INFORMATION SYSTEMS. The Company has committed significant resources to the
development of sophisticated information systems that 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. In addition, the Company's exclusive project tracking
system, e-Status, enables clients to review up to date information on their
projects across the country or around the world.

The Company's changing product mix, multiple language requirements and design
enhancements require efficient modification of product presentations for its
various catalogs. Black Box's publishing system provides the flexibility and
speed for both text and graphic layout and enables the timely and efficient
creation of marketing materials.

BACKLOG. Due to rapid order fulfillment, Black Box's backlog of orders is not
significant to its phone services operation. At March 31, 2002, the worldwide
backlog of unfilled orders believed to be firm for phone services was
approximately $4.3 million. The worldwide backlog of unfilled orders believed to
be firm for on-site services was approximately $45 million.


                                                                               5
<PAGE>

EMPLOYEES. As of March 31, 2002, the Company had approximately 3,700 employees
worldwide of which approximately 700 are subject to collective bargaining
agreements. The Company believes that its relationship with its employees is
good.

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

COMPETITION. The Company competes with other technical service companies and
believes the principal competitive factors in its markets are its full suite of
high quality technical services, product quality and selection, a broad client
base and superior customer service. The Company believes it competes favorably
with respect to these factors and believes there are no dominant competitors in
the industry.


                                                                               6
<PAGE>


ITEM 2 -- PROPERTIES

The Company's headquarters and domestic operating facilities are located in
Lawrence, Pennsylvania (a suburb of Pittsburgh). This 352,000 square foot
facility on a 22-acre site houses administrative, sales and marketing,
manufacturing and service operations. Black Box also owns 62 undeveloped acres
adjacent to its facilities.

The Company owns or leases approximately 123 additional offices or facilities
throughout the world, none of which are material in nature to Black Box.

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 its Lawrence, Pennsylvania distribution
center used primarily for sales and distribution, are also adequate for the
foreseeable future.

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, results of operations or cash flow 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.


                                                                               7
<PAGE>


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         46       Chairman of the Board and Chief
                                        Executive Officer

         Anna M. Baird         44       Vice President, Chief Financial
                                        Officer, Treasurer, Secretary and
                                        Principal Accounting Officer

         Kathleen Bullions     47       Vice President of Operations
</TABLE>

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

      FRED C. YOUNG, 46, was elected Chairman of the Board and Chief Executive
      Officer of the Company on June 24, 1998. He 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, 44, was promoted to Vice President, Chief Financial
      Officer, and Treasurer on May 9, 1997 and became Secretary in May 2000.
      She was Director of Finance prior to May 9, 1997.

      KATHLEEN BULLIONS, 47, was promoted to Vice President of Operations on May
      9, 1997. She was Director of Operations prior to May 9, 1997.


                                                                               8
<PAGE>


                                     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 May 14, 2002, the last reported sale price of the Common Stock was
$52.61 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, markdown, or commission,
and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                           High                Low
                           ----                ---
<S>                       <C>                <C>
FISCAL 2000

   1st Quarter            51.3125            30.8750
   2nd Quarter            58.5000            44.5625
   3rd Quarter            68.7500            48.4375
   4th Quarter            78.6250            54.5000

FISCAL 2001

   1st Quarter            91.0000            64.6250
   2nd Quarter            92.2500            42.7500
   3rd Quarter            67.0000            40.5000
   4th Quarter            73.2500            39.3281

FISCAL 2002

   1st Quarter            72.2500            40.2500
   2nd Quarter            71.2344            39.8750
   3rd Quarter            58.7656            39.5625
   4th Quarter            55.8750            43.5469
</TABLE>

At March 31, 2002, there were 2,356 holders of record.

No cash dividends have been paid on the Common Stock.

See "Equity Compensation Plan Information", Item 12 in Part IV, which is
incorporated by reference herein.


                                                                               9
<PAGE>


ITEM 6 -- SELECTED FINANCIAL DATA (DOLLARS IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)

The following table sets forth certain selected historical consolidated
financial data for the Company for the periods indicated. 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 1998 through 2002 were derived from the Consolidated
Financial Statements of the Company.

<TABLE>
<CAPTION>
                                                         FISCAL YEAR ENDED MARCH 31,
----------------------------------------------------------------------------------------------------------
                                    1998            1999            2000           2001             2002
                                    ----            ----            ----           ----             ----
<S>                               <C>             <C>             <C>             <C>             <C>
Income Statement Data:

Revenues (1)                      $305,549        $336,890        $508,340        $826,993        $743,681
Cost of sales                      157,714         174,067         288,813         493,861         453,131
                                  --------        --------        --------        --------        --------

Gross profit                       147,835         162,823         219,527         333,132         290,550

Selling, general &
   administrative expenses          88,137          95,055         129,874         203,377         181,867
Restructuring expenses                  --              --              --              --           3,500
                                  --------        --------        --------        --------        --------

Operating income before
   amortization                     59,698          67,768          89,653         129,755         105,183
Intangibles amortization             3,801           4,263           6,410          12,821             170
                                  --------        --------        --------        --------        --------

Operating income                    55,897          63,505          83,243         116,934         105,013

Interest expense, net                2,636             553           3,243          11,312           6,268

Net income                        $ 32,404        $ 38,145        $ 48,852        $ 64,190        $ 62,042
----------------------------------------------------------------------------------------------------------

Basic earnings per share          $   1.89        $   2.19        $   2.74        $   3.40        $   3.11

Diluted earnings per share        $   1.79        $   2.09        $   2.60        $   3.22        $   2.97
----------------------------------------------------------------------------------------------------------

Balance Sheet Data (at
  end of period):

Working capital                   $ 63,345        $ 73,262        $115,981        $138,922        $143,464
Total assets                       190,283         246,465         452,289         652,930         650,787
Total long-term debt                 8,189             204         105,374         124,066          75,497
Stockholders' equity               130,248         192,652         258,327         388,951         490,098
----------------------------------------------------------------------------------------------------------
</TABLE>


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


                                                                              10
<PAGE>


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

The table below should be read in conjunction with the following discussion.

<TABLE>
<CAPTION>
                                                FISCAL YEAR ENDED MARCH 31,
                                                ---------------------------
                                         2000               2001               2002
--------------------------------------------------------------------------------------
<S>                                  <C>                <C>                <C>
Total Revenues                       $  508,340         $  826,993         $  743,681

Percentage of Total Revenues:
    On-Site Services Revenues
        North America                      29.2%              49.6%              50.7%
        International                       0.7                3.3                7.6
                                     -------------------------------------------------
      Subtotal                             29.9               52.9               58.3
                                     -------------------------------------------------
    Phone Services Revenues
        North America                      37.3               24.1               21.0
        International                      32.8               23.0               20.7
                                     -------------------------------------------------
      Subtotal                             70.1               47.1               41.7
                                     -------------------------------------------------
    Total Revenues                        100.0%             100.0%             100.0%
--------------------------------------------------------------------------------------
</TABLE>

   FISCAL 2002 COMPARED TO FISCAL 2001:

   TOTAL REVENUES

   Total revenues for Fiscal 2002 were $743,681, a decrease of 10% compared to
   Fiscal 2001 total revenues of $826,993. If exchange rates had remained
   constant from the corresponding periods in the prior year, Fiscal 2002 total
   revenues would have been $8,414 higher.

   ON-SITE SERVICES REVENUES

   Revenues from on-site services were $433,937 for Fiscal 2002 compared to
   $437,296 for Fiscal 2001. Overall, the on-site services revenue decline was
   due to general economic conditions that affected customer demand, offset in
   part by the Company's continued geographic expansion by merger of its on-site
   technical services capabilities. Fiscal 2002 revenues resulting from
   acquisitions accounted for using the purchase method were $36,280.

   North America on-site services revenues were $377,240 for Fiscal 2002, a
   decrease of 8% compared to $409,850 for the prior year. The decrease in North
   America on-site services revenues was due to the downturn in the economy
   described above.

   International on-site services revenues increased 107% to $56,697 for Fiscal
   2002 from $27,446 for the prior year. The growth of International on-site
   services revenues was driven by the Company's continued geographic expansion
   of its technical services capabilities and deeper penetration in existing
   markets.


                                                                              11
<PAGE>

   PHONE SERVICES REVENUES

   Revenues from the Company's phone services business for Fiscal 2002 were
   $309,744 compared to $389,697 for the prior year. Phone services revenues
   from North America decreased to $156,170 for Fiscal 2002 from $199,005 for
   the prior year while International phone services revenues decreased to
   $153,574 for Fiscal 2002 from $190,692 for the prior year. The decline in
   North America and International phone services revenues was driven by the
   general economic downturn.

   REVENUES BY GEOGRAPHY

   Reported revenue dollar and percentage changes by geographic region were as
   follows: North America revenues decreased $75,445, or 12%; Europe revenues
   increased $8,418, or 6%; Pacific Rim revenues decreased $14,453, or 30%; and
   Latin American revenues decreased $1,832, or 8%. If the exchange rate
   relative to the U.S. dollar had remained unchanged from Fiscal 2001, Europe
   revenue growth for Fiscal 2002 would have been 8% while the Pacific Rim and
   Latin America revenues would have decreased 22% and 6%, respectively.

   GROSS PROFIT

   Gross profit for Fiscal 2002 decreased to $290,550, or 39.1% of revenues,
   from $333,132, or 40.3% of revenues for Fiscal 2001. The decrease in gross
   profit dollars over prior year was due primarily to the decline in revenues
   while the decrease in gross profit percentage was due primarily to the
   increase in percentage of revenues from the Company's on-site services that
   provide lower gross margins.

   SG&A EXPENSES

   Selling, general and administrative ("SG&A") expenses for Fiscal 2002 were
   $181,867, or 24.5% of revenues, a decrease of $21,510 over SG&A expenses of
   $203,377, or 24.6% of revenues for Fiscal 2001. The dollar decrease over the
   prior year related primarily to the Company's cost reduction efforts
   worldwide, offset in part by a special expense in Fiscal 2002 and additional
   costs of $7,850 from newly merged operations that are included in Fiscal 2002
   but not in Fiscal 2001. The special expense of $5,027 in First Quarter 2002
   was primarily attributable to the Company reserving for two accounts
   receivable from customers who filed for Chapter 11 bankruptcy protection
   during that quarter.

   RESTRUCTURING EXPENSES

   In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
   charge of $3,500 primarily related to adjusting staffing levels in its
   European and Latin American operations and facility closures in the U.S. Of
   this charge, $1,830 related to severance for 60 individuals in Europe, $230
   related to severance for 19 individuals in Latin America, $108 related to
   severance for 26 individuals in the U.S., and $1,332 related to lease costs
   and other charges to consolidate two U.S. offices. The components of the
   charge and the restructuring accrual at March 31, 2002 are as follows:


                                                                              12
<PAGE>

<TABLE>
<CAPTION>
                             ACCRUED           TOTAL             CASH            ACCRUED
                         MARCH 31, 2001       CHARGE         EXPENDITURES     MARCH 31, 2002
--------------------------------------------------------------------------------------------
<S>                                           <C>            <C>              <C>
Employee Severance            $ --            $2,168            $  725            $1,443
Facility Closures              705             1,332               598             1,439
--------------------------------------------------------------------------------------------
Total                         $705            $3,500            $1,323            $2,882
============================================================================================
</TABLE>

   Of the $3,500 charge, $2,540 related to on-site services and $960 related to
   phone services. The restructuring accrual at March 31, 2001 relates to
   continuing costs of a previously closed facility done at the time of merger.

   OPERATING TO NET INCOME

   Operating income for Fiscal 2002 was $105,013, or 14.1% of revenues, compared
   to $116,934, or 14.1% of revenues in Fiscal 2001.

   Operating income before amortization for Fiscal 2002 was $105,183, or 14.1%
   of revenues, compared to $129,755, or 15.7% of revenues in Fiscal 2001. If
   the Company had not incurred the special expense or restructuring charge
   described above, operating income before amortization for Fiscal 2002 would
   have been $113,710, or 15.3% of revenues. The decline in operating income
   percentage was due primarily to the increase in percentage of revenues from
   the Company's on-site services that operate at slightly lower margins.

   Intangibles amortization for the year was $170 compared to the prior year of
   $12,821. The decrease in amortization is due to the Company's adoption of
   SFAS No. 142 "Goodwill and Other Intangible Assets" in Fiscal 2002 where
   goodwill and other intangible assets with indefinite lives are no longer
   amortized. See Note 3 to the Consolidated Financial Statements.

   Net interest expense for Fiscal 2002 decreased to $6,268 from $11,312 for
   Fiscal 2001 due to reductions in both interest rates and the outstanding
   debt.

   The tax provision for Fiscal 2002 was $36,428, an effective tax rate of
   37.0%, compared to Fiscal 2001 of $41,040, an effective tax rate of 39.0%.
   The decrease in the effective tax rate for Fiscal 2002 is due to the
   Company's adoption of SFAS No. 142 described above as the rate for Fiscal
   2001 reflected the unfavorable impact of nondeductible intangibles
   amortization expense. The annual effective tax rates for Fiscal 2002 and
   Fiscal 2001 were higher than the U.S. statutory rate of 35.0% primarily due
   to state income taxes, offset by foreign income tax credits.

   Net income for Fiscal 2002 was $62,042 compared to $64,190 for Fiscal 2001, a
   decrease of 3%. This percentage decrease was less than the revenue percentage
   decrease primarily due to the Company's cost reduction efforts and the
   adoption of SFAS No. 142. These benefits were offset in part by the special
   expense of $5,027 and the restructuring charge of $3,500 in Fiscal 2002.


                                                                              13
<PAGE>

   FISCAL 2001 COMPARED TO FISCAL 2000:

   TOTAL REVENUES

   Total revenues for Fiscal 2001 were $826,993, an increase of 63% compared to
   Fiscal 2000 total revenues of $508,340. If exchange rates had remained
   constant from the corresponding periods in the prior year, Fiscal 2001 total
   revenues would have been $17,125 higher.

   ON-SITE SERVICES REVENUES

   Revenues from on-site services increased to $437,296 for Fiscal 2001 from
   $152,167, or 187% over the prior year. Overall, on-site services revenue
   growth was due to the Company's continued geographic expansion by merger of
   its on-site technical services capabilities as well as strong demand for
   on-site services from existing clients. Total Fiscal 2001 revenues resulting
   from acquisitions accounted for using the purchase method were $140,339.

   North America on-site services revenues increased 176% to $409,850 for Fiscal
   2001 from $148,490 for the prior year. International on-site services
   revenues for Fiscal 2001 increased 646% to $27,446 from $3,677 for the prior
   year. The growth of North America and International on-site services revenues
   were both driven by the Company's continued geographic expansion of its
   technical services capabilities, deeper penetration in existing markets, and
   strong demand for on-site services from existing clients.

   PHONE SERVICES REVENUES

   Revenues from the Company's phone services business for Fiscal 2001 increased
   9% to $389,697 from $356,173 for the prior year. If exchange rates had
   remained constant from the corresponding periods in the prior year, phone
   services revenues for Fiscal 2001 would have increased 13%. Overall, phone
   services revenue growth was driven by strong sales in all geographic regions.

   Phone services revenues from North America increased 5% to $199,005 for
   Fiscal 2001 from $189,609. The growth of North America phone services
   revenues is driven primarily by continued strong demand for infrastructure
   products and ServSwitch(TM) products from clients of all sizes.

   International phone services revenues increased 14% to $190,692 for Fiscal
   2001 from $166,564 for the prior year. If exchange rates had remained
   constant from the prior year, International phone services revenues would
   have increased 23% from Fiscal 2000. International phone services revenue
   growth was driven by strong demand for infrastructure products,
   ServSwitch(TM) and printer devices, success in attaining new clients, and
   deeper penetration of existing clients.

   REVENUES BY GEOGRAPHY

   Reported revenue dollar and percentage changes by geographic region were as
   follows: North America revenues increased $270,756 or 80%; Europe revenues
   increased $40,267, or 38%; Pacific Rim revenues increased $4,342, or 10%; and
   Latin American revenues increased $3,288, or 17%. If the exchange rate
   relative to the U.S. dollar had remained unchanged from Fiscal


                                                                              14
<PAGE>

   2000, revenue growth for Fiscal 2001 in Europe, Pacific Rim and Latin America
   would have been 52%, 12% and 18%, respectively.

   GROSS PROFIT

   Gross profit for Fiscal 2001 increased to $333,132, or 40.3% of revenues,
   from $219,527, or 43.2% of revenues for Fiscal 2000. The decrease in gross
   profit percentage was due primarily to the increase in percentage of revenues
   from the Company's on-site services that provide lower gross margins.

   SG&A EXPENSES

   Selling, general and administrative ("SG&A") expenses for Fiscal 2001 were
   $203,377, or 24.6% of revenues, an increase of $73,503 over SG&A expenses of
   $129,874, or 25.5% of revenues for Fiscal 2000. The dollar increase over the
   prior year related primarily to additional marketing and personnel costs
   worldwide and additional costs from newly-merged operations that are included
   in Fiscal 2001 but not in Fiscal 2000. SG&A expense as a percentage of
   revenues decreased from the prior year primarily due to the increase in the
   percentage of revenue from the Company's on-site services that incur lower
   operating expenses relative to revenues.

   OPERATING TO NET INCOME

   Operating income for Fiscal 2001 was $116,934, or 14.1% of revenues, compared
   to $83,243, or 16.4% of revenues in Fiscal 2000.

   Operating income before amortization for Fiscal 2001 was $129,755, or 15.7%
   of revenues, compared to $89,653, or 17.6% of revenues for Fiscal 2000. The
   decline in operating income percentage was due primarily to the increase in
   percentage of revenues from the Company's on-site services that operate at
   slightly lower margins. Intangibles amortization for the year was $12,821
   compared to the prior year of $6,410. The increase in amortization is due to
   additional goodwill related to the Company's continued expansion by merger of
   its technical services.

   Net interest expense for Fiscal 2001 increased to $11,312 from $3,243 for
   Fiscal 2000 due to an increase in interest rates and an increase in
   borrowings for the repurchase of the Company's common stock and the continued
   expansion by merger of its technical services.

   The tax provision for Fiscal 2001 was $41,040, an effective tax rate of
   39.0%, compared to Fiscal 2000 of $31,225, an effective tax rate of 39.0%.
   The annual effective tax rate of 39.0% was higher than the U.S. statutory
   rate of 35.0% primarily due to state income taxes and the unfavorable impact
   of nondeductible intangibles amortization, offset by foreign income tax
   credits.

   Net income for Fiscal 2001 was $64,190 compared to $48,852 for Fiscal 2000,
   an increase of 31%. This growth was primarily due to strong revenue growth
   and the successful expansion of the Company's on-site services by merger.


                                                                              15
<PAGE>

   LIQUIDITY AND CAPITAL RESOURCES:

   During Fiscal 2002, free cash flow (cash flow from operating activities less
   capital expenditures and foreign currency translation adjustments, plus
   proceeds from stock option exercises) was $77,756 compared to $62,073 for
   Fiscal 2001 and $38,183 for Fiscal 2000. Cash flow from operating activities
   for Fiscal 2002, 2001 and 2000 was $67,898, $65,872 and $39,147,
   respectively. Reflected as a source of cash flow from operating activities in
   Fiscal 2002 are decreases in accounts receivable, inventories and other
   current assets, offset in part by decreases in various liabilities, all
   generally related to the decline in revenues. In Fiscal 2001 and 2000,
   increases in accounts receivables, inventories and other assets were a use of
   cash flow from operating activities, while increases in various liabilities
   were a source of cash flow.

   The Company's debt decreased by $50,751 during Fiscal 2002 as a result of
   current year free cash flow being used to pay down debt. As of March 31,
   2002, the Company had cash and cash equivalents of $13,423, working capital
   of $143,464 and long-term debt of $75,497.

   On April 4, 2000, Black Box Corporation of PA, a domestic subsidiary of the
   Company, entered into a $120,000 Revolving Credit Agreement ("Long Term
   Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
   (together the "Syndicated Debt") with Mellon Bank, N.A. and a group of
   lenders. The Long Term Revolver was scheduled to expire on April 4, 2003 and
   the Short Term Revolver was scheduled to expire on April 3, 2002. In April
   2002, the Long Term Revolver was extended until April 4, 2005 and the Short
   Term Revolver was extended until April 2, 2003.

   The Company's total debt at March 31, 2002 of $78,686 was comprised of
   $75,000 under the Long Term Revolver and $3,686 of various other loans. The
   weighted average interest rate on all indebtedness of the Company for the
   Fiscal 2002 and 2001 was approximately 4.4% and 6.8%, respectively. The
   weighted average interest rate on all indebtedness of the Company as of March
   31, 2002 was 2.9%. In addition, at March 31, 2002 the Company had $2,530 of
   letters of credit outstanding and $102,470 available under the Syndicated
   Debt.

   Interest on the Syndicated Debt is variable based on the Company's option of
   selecting the bank's Euro-dollar rate plus an applicable margin or the prime
   rate plus an applicable margin. The majority of the Company's borrowings are
   under the Euro-rate option. The applicable margin is adjusted each quarter
   based on the consolidated leverage ratio as defined in the agreement. The
   applicable margin varies from 0.75% to 1.75% (1.0% at March 31, 2002,
   reducing to 0.75% during the first quarter of Fiscal 2003) on the Euro-dollar
   rate option and from zero to 0.75% (zero at March 31, 2002) on the prime rate
   option. The Syndicated Debt provides for the payment of quarterly commitment
   fees on unborrowed funds, also based on the consolidated leverage ratio. The
   commitment fee percentage ranges from 0.20% to 0.375% (0.25% as of March 31,
   2002). The Syndicated Debt is unsecured; however, the Company, as the
   ultimate parent, guarantees all borrowings and the debt contains various
   restrictive covenants.

   The net cash impact of mergers transactions during Fiscal 2002 was $19,372
   while capital expenditures, net of disposals, were $992. Capital expenditures
   for Fiscal 2003 are projected to be approximately $5,000 and will be focused
   primarily on information systems and facility improvements.


                                                                              16
<PAGE>

   The Company previously announced its intention to repurchase up to 2.5
   million shares of its Common Stock from April 1, 1999 through March 31, 2002.
   As of March 31, 2002, the Company had repurchased 2.1 million shares at
   prevailing market prices for an aggregate purchase price of $100,355. The
   Company's most recent announcement was on July 21, 2000 to repurchase an
   additional 500 thousand shares of its Common Stock, of which 105 thousand
   were repurchased during Fiscal 2001, and are included in the totals above.
   There were no stock repurchases during Fiscal 2002. Funding for these stock
   repurchases came from existing cash flow and borrowings under credit
   facilities.

   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, Chile,
   Denmark, Mexico, Norway and Sweden 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 accumulated other
   comprehensive income.

   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 certain intercompany transactions. On a monthly
   basis, the open contracts are revalued to fair market value, and the
   resulting gains and losses are recorded in accumulated other comprehensive
   income. These gains and losses offset the revaluation of the related foreign
   currency denominated receivables, which are also included in accumulated
   other comprehensive income. At March 31, 2002, the open foreign exchange
   contracts related to intercompany transactions were in Euro, Canadian
   dollars, Swiss francs and Australian dollars. These open contracts are valued
   at approximately $5,097 and will expire in April 2002. The open contracts
   have contract rates of 1.15 Euro, 1.595 Canadian dollars, 1.677 Swiss francs
   and 1.9 Australian dollars, all per U.S. dollar.

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

   As of March 31, 2002, the Company had contractual obligations as follows:

<TABLE>
<CAPTION>
                                              OBLIGATIONS DUE BY PERIOD
                                         WITHIN 1         2-3            4-5          AFTER 5
                           TOTAL           YEAR          YEARS          YEARS          YEARS
                         --------------------------------------------------------------------
<S>                      <C>             <C>            <C>            <C>            <C>
Short-term debt          $  3,189        $ 3,189        $    --        $    --        $    --
Long-term debt             75,497             --            442         75,055             --
Operating leases           34,421          7,307         10,591          5,999         10,524
Letters of credit           2,530          2,530             --             --             --
                         --------------------------------------------------------------------
Total                    $115,637        $13,026        $11,033        $81,054        $10,524
                         ====================================================================
</TABLE>


                                                                              17
<PAGE>

   CRITICAL ACCOUNTING POLICIES:

   In preparing the Company's financial statements in conformity with accounting
   principles generally accepted in the United States, judgments and estimates
   are made about the amounts reflected in the financial statements. As part of
   the financial reporting process, the Company's management collaborates to
   determine the necessary information on which to base judgments and develop
   estimates used to prepare the financial statements. Historical experience and
   available information is used to make these judgments and estimates. However,
   different amounts could be reported using different assumptions and in light
   of different facts and circumstances. Therefore, actual amounts could differ
   from the estimates reflected in the financial statements.

   In addition to the significant accounting policies described in Note 1 of the
   Consolidated Financial Statements, the Company believes that the following
   discussion addresses its critical accounting policies.

   REVENUE RECOGNITION

   The Company recognizes revenue for phone services operations when title
   transfers at the time of shipment and the price for the product has been
   determined.

   For its on-site services, the Company recognizes revenues on short-term
   projects (generally projects with a duration of less than one month) as the
   projects are completed and invoiced to the client. Revenues from long-term
   projects are recognized according to the percentage of completion method.
   Under the percentage of completion method, income is recognized based on a
   ratio of estimated costs incurred to total estimated contract costs. Losses,
   if any, on such contracts are provided in full when they become known.
   Billing in excess of costs and estimated earnings on uncompleted contracts
   are classified as current liabilities and any costs and estimated earnings in
   excess of billings are classified as current assets.

   ACCOUNTING FOR JUDGMENT AND ESTIMATES

   The Company establishes reserves when it is probable that a liability or loss
   has been incurred and the amount can be reasonably estimated. Reserves by
   their nature relate to uncertainties that require exercise of judgment both
   in accessing whether or not a liability or loss has been incurred and
   estimating any amount of potential loss. The most important areas of judgment
   and estimates affecting the Company's financial statements include accounts
   receivable collectibility, inventory valuation, pending litigation and the
   realization of deferred tax assets.

   LONG-LIVED ASSETS

   The Company evaluates the recoverability of property, plant and equipment and
   intangible assets other than goodwill whenever events or changes in
   circumstances indicate the carrying amount of any such assets may not be
   fully recoverable. Changes in circumstances include technological advances,
   changes in the Company's business model, capital strategy, economic
   conditions or operating performance. The Company's evaluation is based upon,
   among other things, assumptions about the estimated future undiscounted cash
   flows these assets are expected to generate. When the sum of the undiscounted
   cash flows is less than the carrying


                                                                              18
<PAGE>

   value, the Company would recognize an impairment loss. The Company
   continually applies its best judgment when performing these evaluations to
   determine the timing of the testing, the undiscounted cash flows used to
   assess recoverability and the fair value of the asset.

   The Company evaluates the recoverability of the goodwill attributable to each
   of its reporting units as required under SFAS No. 142, "Goodwill and Other
   Intangible Assets," by comparing the fair value of each reporting unit with
   its carrying value. The Company continually applies its best judgment when
   performing these evaluations to determine the financial projections used to
   assess the fair value of each reporting unit.

   RESTRUCTURING

   The Company accrues the cost of restructuring activities in accordance with
   the appropriate accounting guidance depending upon the facts and
   circumstances surrounding the situation. The Company exercises its judgment
   in estimating the total costs of each of these activities. As these
   activities are implemented, the actual costs may differ from the estimated
   costs due to changes in the facts and circumstances that were not foreseen at
   the time of the initial cost accrual.

   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 was between January 1,
   1999 and June 30, 2002. The Company has converted to the Euro, as required,
   and believes the conversion did not materially impact its operations or
   financial results.

   NEW ACCOUNTING PRONOUNCEMENTS:

   In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
   No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".
   SFAS No. 144 addresses financial accounting and reporting for the impairment
   of long-lived assets and for long-lived assets to be disposed of and
   supersedes FASB Statement No. 121. This statement retains the fundamental
   provisions of SFAS No. 121 for recognition and measurement of the impairment
   of long-lived assets to be held and used and measurement of long-lived assets
   to be disposed of by sale. The provisions of this standard must be applied
   for fiscal years beginning after December 15, 2001. The Company is currently
   evaluating the effects of SFAS No. 144 and does not expect its adoption to
   have a material effect on the Company's financial statements or results of
   operations. The Company will adopt the new standard in the first quarter of
   Fiscal 2003.

   In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
   64, Amendment of FASB Statement No. 13, and Technical Corrections", was
   issued. The Statement updates, clarifies and simplifies existing accounting
   pronouncements. While the technical corrections to existing pronouncements
   are not substantive in nature, in some instances, they may change accounting
   practice. The provisions of this standard related to SFAS No. 13 are
   effective for transactions occurring after May 15, 2002. All other provisions
   of this standard must be applied for financial statements issued on or after
   May 15, 2002, with early application encouraged. The Company is currently
   evaluating the effects of SFAS No. 145.


                                                                              19
<PAGE>

   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 adjustments 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.


                                                                              20
<PAGE>


   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,
   2002, the Company had total open contracts valued at approximately $9,955
   with a fair value of approximately $9,706.

   In the ordinary course of business, the Company is also exposed to risks that
   interest rate increases may adversely affect funding costs associated with
   the $75,000 of variable rate debt. At March 31, 2002, an instantaneous 100
   basis point increase in the interest rate would reduce the Company's future
   earnings by $473, assuming the Company employed no intervention strategies.


                                                                              21
<PAGE>

   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


                                                                              22
<PAGE>


                    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, 2002 and 2001, 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, 2002. 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 auditing standards generally
   accepted in the United States. 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, 2002 and 2001, and the results
   of their operations and their cash flows for each of the three years in the
   period ended March 31, 2002, in conformity with accounting principles
   generally accepted in the United States.

   As explained in Note 3 to the consolidated financial statements, effective
   April 1, 2001, the Company changed its method of accounting for goodwill and
   other intangible assets.

                                                         /s/ ARTHUR ANDERSEN LLP



   Pittsburgh, Pennsylvania
   April 26, 2002


                                                                              23
<PAGE>

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

<TABLE>
<CAPTION>
                                                       YEAR ENDED MARCH 31,
                                          -------------------------------------------
                                             2000             2001            2002
------------------------------------------------------------------------------------
<S>                                       <C>               <C>             <C>
Revenues                                  $ 508,340         $826,993        $743,681
  Cost of sales                             288,813          493,861         453,131
------------------------------------------------------------------------------------
Gross profit                                219,527          333,132         290,550

 SG&A expense                               129,874          203,377         181,867
 Restructuring expense                           --               --           3,500
Intangibles amortization                      6,410           12,821             170
------------------------------------------------------------------------------------
Operating income                             83,243          116,934         105,013

  Interest expense, net                       3,243           11,312           6,268
  Other (income) expense, net                   (77)             392             275
------------------------------------------------------------------------------------
Income before income taxes                   80,077          105,230          98,470

  Provision for income taxes                 31,225           41,040          36,428
------------------------------------------------------------------------------------
Net income                                $  48,852         $ 64,190        $ 62,042
=====================================================================================
Basic earnings per common share           $    2.74         $   3.40        $   3.11

Diluted earnings per common share         $    2.60         $   3.22        $   2.97
------------------------------------------------------------------------------------
Weighted average common shares               17,835           18,904          19,936

Weighted average common and common
  equivalent shares                          18,785           19,929          20,860
=====================================================================================
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                              24
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            MARCH 31,
                                                                  ---------------------------
                                                                     2001              2002
---------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>
ASSETS

Current assets:
  Cash and cash equivalents                                       $   6,209         $  13,423
  Accounts receivable, net of allowance for doubtful
    accounts of $7,777 and $8,207, respectively                     160,917           115,969
  Inventories, net                                                   51,086            46,081
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                                30,067            24,015
  Other current assets                                               19,069            19,959
---------------------------------------------------------------------------------------------
Total current assets                                                267,348           219,447

Property, plant and equipment, net                                   44,661            41,063
Intangibles, net                                                    337,180           387,286
Other assets                                                          3,741             2,991
---------------------------------------------------------------------------------------------
Total assets                                                      $ 652,930         $ 650,787
=============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current debt                                                    $   5,371         $   3,189
  Accounts payable                                                   70,255            34,279
  Accrued compensation and benefits                                   9,047             8,336
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                                 6,013             4,235
  Other accrued expenses                                             24,090            22,789
  Accrued income taxes                                               13,650             3,155
---------------------------------------------------------------------------------------------
Total current liabilities                                           128,426            75,983

Long-term debt                                                      124,066            75,497
Deferred taxes                                                       11,105             7,383
Other liabilities                                                       382             1,826

Stockholders' equity:
  Preferred stock authorized 5,000,000; par value
     $1.00; none issued and outstanding                                  --                --
  Common stock authorized 100,000,000; par value
     $.001; issued 21,406,367 and 22,351,049, respectively               21                22
  Additional paid-in capital                                        248,053           287,714
  Retained earnings                                                 250,246           312,288
  Treasury stock, at cost, 2,105,000 shares                        (100,355)         (100,355)
  Accumulated other comprehensive loss                               (9,014)           (9,571)
---------------------------------------------------------------------------------------------
Total stockholders' equity                                          388,951           490,098
---------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                        $ 652,930         $ 650,787
=============================================================================================
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                              25
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                           CUMULATIVE
                                          COMMON STOCK                                       ADDITIONAL      FOREIGN
                                       -------------------       TREASURY       PAID-IN       RETAINED       CURRENCY
                                       SHARES       AMOUNT        STOCK         CAPITAL       EARNINGS     TRANSLATION     TOTAL
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>        <C>              <C>          <C>           <C>           <C>
BALANCE AT MARCH 31, 1999            18,147,358       $18      $      --        $ 59,272      $137,204       $(3,842)    $192,652

Comprehensive income

   Net income                                                                                   48,852                     48,852
   Foreign currency translation
     adjustment                                                                                               (1,482)      (1,482)
                                                                                                                          -------
Comprehensive income                                                                                                       47,370

Purchase of treasury stock                                       (67,253)                                                 (67,253)
Issuance of common stock              1,148,570         1                         64,676                                   64,677
Exercise of options                     644,289         1                         12,987                                   12,988
Tax benefit from exercised
  options                                                                          7,893                                    7,893
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2000            19,940,217        20        (67,253)        144,828       186,056        (5,324)     258,327

Comprehensive income

   Net income                                                                                   64,190                     64,190
   Foreign currency translation
     adjustment                                                                                               (3,690)      (3,690)
                                                                                                                          -------
Comprehensive income                                                                                                       60,500

Purchase of treasury stock                                       (33,102)                                                (33,102)
Issuance of common stock              1,290,455         1                         95,598                                   95,599
Exercise of options                     175,695                                    4,916                                    4,916
Tax benefit from exercised
  options                                                                          2,711                                    2,711
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2001            21,406,367        21       (100,355)        248,053       250,246        (9,014)     388,951

Comprehensive income

   Net income                                                                                   62,042                     62,042
   Foreign currency translation
     adjustment                                                                                                 (389)        (389)
   Unrealized losses on derivatives
     designated and qualified as
     cash flow hedges                                                                                           (323)        (323)
  Reclassification of unrealized
     gains or losses on expired
     derivatives                                                                                                 155          155
                                                                                                                              ---
Comprehensive income                                                                                                       61,485

Issuance of common stock                654,562         1                         28,070                                   28,071
Exercise of options                     290,120                                    8,954                                    8,954
Tax benefit from exercised
  options                                                                          2,637                                    2,637
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2002            22,351,049       $22      $(100,355)       $287,714      $312,288       $(9,571)    $490,098
=================================================================================================================================
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                              26

<PAGE>
BLACK BOX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEAR ENDED MARCH 31,
                                                       ---------------------------------------
                                                         2000           2001            2002
                                                       ---------      ---------      ---------
<S>                                                    <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                           $  48,852      $  64,190      $  62,042
  Adjustments to reconcile net income to cash
    provided by operating activities:
  Depreciation and amortization                           11,381         20,906          8,293
  Other                                                      (24)            --             --
  Changes in working capital items:
    Accounts receivable, net                             (22,504)       (18,608)        51,864
    Inventories, net                                      (6,350)        (3,151)         5,805
    Other assets                                          (3,008)       (17,361)         5,867
    Accounts payable                                       2,964         18,831        (40,827)
    Accrued compensation and benefits                       (588)          (868)        (8,083)
    Accrued expenses                                       7,707            179         (5,469)
    Accrued income taxes                                     717          1,754        (11,594)
                                                       ---------      ---------      ---------
  Cash provided by operating activities                   39,147         65,872         67,898
                                                       ---------      ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures, net                              (12,566)        (6,911)          (992)
  Mergers, net of $5,287, $4,432 and $8,460 cash
    acquired, respectively                               (62,123)       (53,435)       (19,372)
                                                       ---------      ---------      ---------
  Cash used in investing activities                      (74,689)       (60,346)       (20,364)
                                                       ---------      ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of borrowings                                (17,340)      (230,150)      (190,670)
  Proceeds from borrowings                               111,230        252,180        139,500
  Proceeds from the exercise of options                   12,988          7,627         11,591
  Purchase of treasury stock                             (67,253)       (33,102)            --
                                                       ---------      ---------      ---------
  Cash provided by/(used in) financing activities         39,625         (3,445)       (39,579)
                                                       ---------      ---------      ---------
  Foreign currency exchange impact on cash                (1,386)        (4,515)          (741)
                                                       ---------      ---------      ---------
  Increase/(decrease) in cash and cash equivalents         2,697         (2,434)         7,214
  Cash and cash equivalents at beginning of year           5,946          8,643          6,209
                                                       ---------      ---------      ---------
  Cash and cash equivalents at end of year             $   8,643      $   6,209      $  13,423
                                                       =========      =========      =========
  Cash paid for interest                               $   3,171      $  10,785      $   7,174
                                                       =========      =========      =========
  Cash paid for income taxes                           $  21,005      $  39,286      $  47,603
                                                       =========      =========      =========
</TABLE>

<TABLE>
<CAPTION>
                                                                 YEAR ENDED MARCH 31,
                                                       ---------------------------------------
                                                         2000           2001           2002
                                                       ---------      ---------      ---------
<S>                                                    <C>            <C>            <C>
MERGERS
   Fair Value of:
     Assets acquired                                   $ 110,181      $  86,648      $  39,878
     Liabilities assumed                                 (42,771)       (28,781)       (12,046)
                                                       ---------      ---------      ---------
   Cash paid                                              67,410         57,867         27,832
   Less cash acquired                                     (5,287)        (4,432)        (8,460)
                                                       ---------      ---------      ---------
   Net cash paid for mergers                           $  62,123      $  53,435      $  19,372
                                                       =========      =========      =========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                              27
<PAGE>
BLACK BOX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS: Black Box Corporation is the world's largest technical
services company dedicated to designing, building and maintaining today's
complicated network infrastructure systems, servicing clients in 132 countries
throughout the world.

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

REVENUE RECOGNITION: The Company recognizes revenues for phone services
operations when title transfers at the time of shipment and the price for the
product has been determined.

For its on-site services, the Company recognizes revenues on short-term projects
(generally projects with a duration of less than one month) as the projects are
completed and invoiced to the client. Revenues from long-term projects are
recognized according to the percentage of completion method. Under the
percentage of completion method, income is recognized based on a ratio of
estimated costs incurred to total estimated contract costs. Losses, if any, on
such contracts are provided in full when they become known. Billing in excess of
costs and estimated earnings on uncompleted contracts are classified as current
liabilities and any costs and estimated earnings in excess of billings are
classified as current assets.

SHIPPING AND HANDLING FEES AND COSTS: All fees billed to clients for shipping
and handling are classified as a component of net revenues. All costs associated
with shipping and handling are classified as a component of cost of sales.

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>
                        2001          2002
                      --------      --------
<S>                   <C>           <C>
Raw materials         $  2,476      $  2,417
Work-in-process             11             5
Finished goods          51,863        47,017
Inventory reserve       (3,264)       (3,358)
                      --------      --------
Inventory, net        $ 51,086      $ 46,081
                      ========      ========
</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 five years. Maintenance and
minor repair costs are charged to expense as incurred. Major


                                                                              28
<PAGE>
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.

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

<TABLE>
<CAPTION>
                                         2001          2002
                                       --------      --------
<S>                                    <C>           <C>
Land                                   $  2,405      $  2,405
Building and improvements                25,595        26,169
Machinery                                49,453        51,124
                                       --------      --------
                                         77,453        79,698
Accumulated depreciation                (32,792)      (38,635)
                                       --------      --------
Property, plant and equipment, net     $ 44,661      $ 41,063
                                       ========      ========
</TABLE>

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 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.

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 subsidiaries are generally denominated in the
subsidiaries' local currency, although intercompany sales to the Company's
subsidiaries in Brazil, Chile, Denmark, Mexico, Norway and Sweden are
denominated in U.S. dollars.

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 certain intercompany transactions. The Company has adopted SFAS No.
133, and as amended by SFAS No. 138, "Accounting for Derivative Instruments and
Hedging Activities" effective April 1, 2001, resulting in current liabilities of
$323 and a decrease in other comprehensive loss of $323 being recorded. These
contracts, designated as cash flow hedges, hedge anticipated cash flows from
cross-border intercompany sales of product and services. On a monthly basis, the
open contracts are revalued to fair market value, and the resulting gains and
losses are recorded in accumulated other comprehensive income. These gains and
losses offset the revaluation of the related foreign currency denominated
receivables, which are also included in accumulated other comprehensive income.
Gains and losses realized on contracts at maturity and any gain or loss on the
satisfaction


                                                                              29
<PAGE>
of intercompany amounts are recorded as a component of operating income. The
Company recognized approximately $155 of income in Fiscal 2002 related to hedge
ineffectiveness.

At March 31, 2002, the open foreign exchange contracts were in the Euro,
Canadian dollars, Pounds Sterling, Swiss francs and Australian dollars. The
total open contracts, valued at approximately $9,955, have a fair value of
$9,706 and will expire in April 2002. The open contracts have contract rates of
1.15 Euro, 1.595 Canadian dollars, 0.7014 Pounds Sterling, 1.677 Swiss francs
and 1.9 Australian dollars, all per U.S. dollar.

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.

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.

NEW ACCOUNTING PRONOUNCEMENTS: In August 2001, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment of long-lived assets and for long-lived assets to
be disposed of and supersedes FASB Statement No. 121. This statement retains the
fundamental provisions of SFAS No. 121 for recognition and measurement of the
impairment of long-lived assets to be held and used and measurement of
long-lived assets to be disposed of by sale. The provisions of this standard
must be applied for fiscal years beginning after December 15, 2001. The Company
is currently evaluating the effects of SFAS No. 144 and does not expect its
adoption to have a material effect on the Company's financial statements or
results of operations. The Company will adopt the new standard in the first
quarter of Fiscal 2003.

In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections", was issued. The
Statement updates, clarifies and simplifies existing accounting pronouncements.
While the technical corrections to existing pronouncements are not substantive
in nature, in some instances, they may change accounting practice. The
provisions of this standard related to SFAS No. 13 are effective for
transactions occurring after May 15, 2002. All other provisions of this standard
must be applied for financial statements issued on or after May 15, 2002, with
early application encouraged. The Company is currently evaluating the effects of
SFAS No. 145.

RECLASSIFICATIONS: Certain prior year amounts have been reclassified to conform
to the current year financial statement presentation.


                                                                              30
<PAGE>
NOTE 2:  CHANGES IN BUSINESS

During Fiscal 2002, the Company successfully completed 18 business combinations
that have been accounted for using the purchase method of accounting: April 2001
- Haddad Electronic Supply, Inc., FBS Communications, L.P. and Integrated
Cabling Systems, Inc.; May 2001 - Computer Cables and Accessories Ltd; June 2001
- Vivid Communications, Inc. and DESIGNet, Inc; July 2001 - J.C. Informatica
Integral S.A. de C.V., Consultoria en Redes S.A. de C.V. and SIC Comunicaciones
S.A. de C.V. (together "Grupo Gresco"); August 2001 - LJL Telephone and
Communication, Inc., AB Lofamatic and Optech Fibres Ltd.; September 2001 - GCS
Network Services Ltd. and Di.el. Distribuzioni Elettroniche S.r.l.; October 2001
- Lanetwork Sales Ltd; January 2002 - Trend Communications, TW Netzwerkservice
GmbH, TeleFuture Communications Ltd., and Netzwerke Kabelsystem GmbH; and March
2002 - TeleAce Communication PTE Ltd. In connection with the above 18 business
combinations, the Company issued an aggregate of 510 thousand shares of its
common stock and used approximately $21,000 in cash to acquire all of the
outstanding shares of the above 18 companies.

The aggregate purchase price of the above 18 companies including deal costs was
approximately $50,500 and resulted in goodwill of $43,900 and other intangibles
of approximately $2,100 in accordance with SFAS No. 141, "Business
Combinations," which the Company adopted during the second quarter of Fiscal
2002. The other intangibles balance consisted of non-compete agreements and
backlog. As of March 31, 2002, the non-compete agreements had an estimated gross
value of $1,900 and accumulated amortization of $92. As of March 31, 2002, the
backlog intangibles had a gross value of $203 and accumulated amortization of
$78. See Note 3, "Intangible Assets".

During Fiscal 2001, the Company successfully completed 28 business combinations
that have been accounted for using the purchase method of accounting: April 2000
- Cabling Concepts, Inc. and Teldata Corporation; June 2000 - ST Communications
& Cabling, Inc., GMCI Netcomm, Inc., Allcom Electric, Inc., Vista Information
Technologies, Inc. and Schoeller Connectivity Gmbh; July 2000 - Ascor bvba,
Carey Systems Company, Datel Communications, Inc., Data Specialties Europe Ltd.
and Midwest Electronics and Communications, Inc.; August 2000 - Duracom, Inc.
and Sterling Technology Systems, Inc.; September 2000 - Da/Com Limited; October
2000 - Clear Communications, Inc., Person-To-Person Communications, Inc. and
Smiles Communication Systems, Inc.; November 2000 - IntEC Electric Systems
Corporation, Orchard Network Solutions Ltd. and Societe Industrielle de
Telephonie, Alarme et Video; December 2000 - LANmark Communications, Inc. and
G&T Audio, Inc.; January 2001 - Bergman & Beving Electronics AS/Heathcomm,
NetCabling B.V., and Bernhard Merz AG; February 2001 - Universal Connections,
Incorporated; and March 2001 - Michael Electric, Inc. In connection with the
above 28 business combinations, the Company issued an aggregate of 1.269 million
shares of its common stock and used approximately $56,400 in cash to acquire all
of the outstanding shares of the above 28 companies.

The aggregate purchase price of the above 28 companies was approximately
$151,000 and resulted in goodwill of approximately $133,200 after the allocation
of purchase price to assets acquired and liabilities assumed.

During Fiscal 2000, the Company successfully completed 24 business combinations
that have been accounted for using the purchase method of accounting: May 1999 -
C-Tel Corporation; July 1999


                                                                              31
<PAGE>
- American Cabling & Equipment Services, Inc. and Comm Line Inc.; September 1999
- Florida Intranet Group, Inc., Business Communication Concepts, Inc. and
Comunicaciones SA Spain; October 1999 - Koncepts Communications of L.I., Corp.
and Communication Contractors, Inc.; November 1999 - DataCom-Link, Inc./T&U
Electric Service, Inc., American Communications Network Corporation and Datech
Holdings, Limited; December 1999 - U.S. Premise Networking Services, Inc. and
TennMark Telecommunications, Inc.; January 2000 - Parrish Communication Cabling,
Inc., Structured Network Solutions, Inc., R&D Services, Inc. and The Delaney
Companies; February 2000 - K&A Communications, Inc. and Jet Line Communications,
Inc.; and March 2000 - American Telephone Service, Inc., HL Service, Indacom
N.V./Blue Box B.V., Advanced Network Technologies, Inc. and Coast to Coast
Communications, Inc. In connection with the above 24 business combinations, the
Company issued an aggregate of 1.144 million shares of its common stock and used
approximately $66,400 in cash to acquire all of the outstanding shares of the
above 24 companies.

The aggregate purchase price of the above 24 companies was approximately
$133,300 and resulted in goodwill of approximately $117,400 after the allocation
of purchase price to assets acquired and liabilities assumed.

As of March 31, 2002, certain merger agreements provide for contingent payments
of up to $13,674. Upon meeting future operating performance goals, goodwill will
be adjusted for the amount of the contingent payments.

As of March 31, 2002, certain merger agreements for which amounts are included
in the previous paragraph provide a total of 11 thousand contingently issuable
shares of common stock. Issuance of these shares is contingent on the market
price of the Company's common stock over time. There will be no change in the
dollar amount of stockholders' equity if such shares are issued. These shares
are included as common equivalent shares when calculating diluted earnings per
common share.

For the year ended March 31, 2002, approximately $4,300 of the Company's
operating performance-based obligations were earned and paid.

The Company has consolidated the results of operations for each of the acquired
companies as of the respective merger date. The following table reports pro
forma information as if the acquired entities had been purchased at the
beginning of the stated periods:

<TABLE>
<CAPTION>
                                                        YEAR ENDED MARCH 31,
                                                -----------------------------------
                                                    2001                   2002
                                                 (UNAUDITED)            (UNAUDITED)
                                                ------------            -----------
<S>                                             <C>                     <C>
Revenue                       As reported       $    826,993            $   743,681
                              Pro forma              987,000                765,098
                                                ------------            -----------
Net income                    As reported       $     64,190            $    62,042
                              Pro forma               86,137                 65,802
                                                ------------            -----------
Diluted earnings per share    As reported       $       3.22            $      2.97
                              Pro forma                 4.30                   3.13
                                                ------------            -----------
</TABLE>

NOTE 3: INTANGIBLE ASSETS

On April 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets,"


                                                                              32
<PAGE>
under which goodwill and other intangible assets with indefinite lives are not
amortized. Such intangibles were evaluated for impairment as of April 1, 2001 by
comparing the fair value of each reporting unit to its carrying value, and no
impairment existed. In addition, during the third quarter, the Company evaluated
its intangibles for impairment and none existed. During the third quarter of
each future fiscal year, the Company will evaluate the intangible assets for
impairment with any resulting impairment reflected as an operating expense. The
Company's only intangibles as identified in SFAS No. 141 other than goodwill,
are its trademarks, non-compete agreements and acquired backlog.

As of March 31, 2002 and 2001, the Company's trademarks had a gross carrying
amount of $35,992 and accumulated amortization of $8,253 and the Company
believes this intangible has an indefinite life.

The Company had the following other intangibles as of March 31, 2002:

<TABLE>
<CAPTION>
                       GROSS CARRYING       ACCUMULATED
                           AMOUNT          AMORTIZATION
                           ------          ------------
<S>                    <C>                 <C>
Non-Compete Agreements     $1,884             $   92
Acquired Backlog              203                 78
                           ------             ------
Total                      $2,087             $  170
                           ======             ======
</TABLE>

No amounts were assigned to non-compete agreements or acquired backlog as of
March 31, 2001. The non-compete agreements and acquired backlog are amortized
over their estimated useful lives of approximately 10 years and 1 year,
respectively. Amortization expense for the non-compete agreements and acquired
backlog intangibles during the year ended March 31, 2002 was $92 and $78,
respectively. The estimated amortization expense for each of the five fiscal
years subsequent to March 31, 2002 for the non-compete agreements and acquired
backlog intangibles is as follows: 2003 - $312; 2004 - $189; 2005 - $189; 2006 -
$189; and 2007 - $189.

The changes in the carrying amount of goodwill, by reporting segment, for the
year ended March 31, 2002, are as follows:

<TABLE>
<CAPTION>
                                                        PHONE        ON-SITE      TOTAL
                                                       --------     --------     --------
<S>                                                    <C>          <C>          <C>
Balance as of March 31, 2001                           $ 58,474     $251,017     $309,491
Goodwill related to acquisitions and
  earnout payments during the current
  fiscal year                                             2,066       46,073       48,139
                                                       --------     --------     --------
Balance as of March 31, 2002                           $ 60,540     $297,090     $357,630
                                                       ========     ========     ========
</TABLE>

The following table reports pro forma information as if SFAS No. 142 had been
adopted in all periods presented:


                                                                              33
<PAGE>
<TABLE>
<CAPTION>
                                                   YEAR ENDED MARCH 31,
                                        ----------------------------------------
                                           2000           2001           2002
                                        ----------     ----------     ----------
<S>                                     <C>            <C>            <C>
Reported net income                     $   48,852     $   64,190     $   62,042
Goodwill amortization                        4,722          9,466             --
Trademark amortization                         716            716             --
                                        ----------     ----------     ----------
Adjusted net income                     $   54,290     $   74,372     $   62,042
                                        ==========     ==========     ==========
Basic earnings per share                $     2.74     $     3.40     $     3.11
Goodwill amortization                          .24            .50             --
Trademark amortization                         .04            .04             --
                                        ----------     ----------     ----------
Adjusted basic earnings per share       $     3.02     $     3.94     $     3.11
                                        ==========     ==========     ==========
Diluted earnings per share              $     2.60     $     3.22     $     2.97
Goodwill amortization                          .25            .47             --
Trademark amortization                         .04            .04             --
                                        ----------     ----------     ----------
Adjusted diluted earnings per share     $     2.89     $     3.73     $     2.97
                                        ==========     ==========     ==========
</TABLE>

NOTE 4:  INDEBTEDNESS

Long-term debt at March 31 is as follows:

<TABLE>
<CAPTION>
                                  2001          2002
                               ---------      ---------
<S>                            <C>            <C>
Revolving credit agreement     $ 121,200      $  75,000
Other debt                         8,237          3,686
                               ---------      ---------
Total debt                       129,437         78,686
Less:  current portion            (5,371)        (3,189)
                               ---------      ---------
Long-term debt                 $ 124,066      $  75,497
                               =========      =========
</TABLE>

On April 4, 2000, Black Box Corporation of PA, a domestic subsidiary of the
Company, entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The Long Term Revolver was scheduled to expire on April 4, 2003 and the Short
Term Revolver was scheduled to expire on April 4, 2002. In April 2002, the Long
Term Revolver was extended to April 4, 2005 and the Short Term Revolver was
extended to April 2, 2003. During Fiscal 2002, the maximum amount and average
balance outstanding under the Syndicated Debt was $144,400 and $120,950,
respectively.

Interest on the Syndicated Debt is variable based on the Company's option of
selecting the bank's Euro-dollar rate plus an applicable margin or the prime
rate plus an applicable margin. The applicable margin is adjusted each quarter
based on the Company's consolidated leverage ratio as defined in the agreement.
The applicable margin varies from 0.75% to 1.75% on the Euro-dollar rate option
and from zero to 0.75% on the prime rate option. As of March 31, 2002, the
margin was 1.0% on the Euro-dollar rate option and zero on the prime rate
option. Due to the Company's reduction of its consolidated leverage ratio in
March 2002, the interest margin on the Euro-dollar rate option will be reduced
to 0.75% in the first quarter of Fiscal 2003. The Syndicated Debt provides for
the payment of quarterly commitment fees on unborrowed funds, also based on the
consolidated leverage ratio. The commitment fee percentage ranges from 0.20% to
0.375%. As of March 31, 2002, the commitment fee percentage was 0.25% on the
Long Term Revolver and


                                                                              34
<PAGE>
0.20% on the Short Term Revolver. The Syndicated Debt is unsecured; however, the
Company, as the ultimate parent, guarantees all borrowings and the debt contains
various restrictive covenants including without limitation requirements for
minimum net worth, fixed charge coverage, interest coverage and consolidated
leverage ratio. The weighted average interest rate on all indebtedness of the
Company for Fiscal 2002 and 2001 was approximately 4.4% and 6.8%, respectively.
The weighted average interest rate on all indebtedness of the Company as of
March 31, 2002 was 2.9%.

Other debt is composed of various bank and third party loans secured by specific
pieces of equipment and real property. Interest on these loans are fixed and
range from 1% to 5%.

At March 31, 2002, the Company had $2,530 of letters of credit outstanding.

The aggregate amount of the minimum principal payments for each of the five
fiscal years subsequent to March 31, 2002 for all long-term indebtedness
outstanding at the end of Fiscal 2002 is as follows: 2003 - $3,189; 2004 - $315;
2005 - $127; 2006 - $75,010 and 2007 - $45.

The fair value of the Company's debt at March 31, 2002 approximates the carrying
value. The fair value is based on management's estimate of current rates
available to the Company for similar debt with the same remaining maturity.

NOTE 5:  INCOME TAXES

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

<TABLE>
<CAPTION>
                   2000         2001         2002
                 --------     --------     --------
<S>              <C>          <C>          <C>
Domestic         $ 56,304     $ 80,863     $ 77,874
Foreign            23,773       24,367       20,596
                 --------     --------     --------
Consolidated     $ 80,077     $105,230     $ 98,470
                 ========     ========     ========
</TABLE>

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

<TABLE>
<CAPTION>
                                      2000        2001        2002
                                     -------     -------     -------
<S>                                  <C>         <C>         <C>
Current:
  Federal                            $11,474     $25,085     $21,796
  State                                1,020       3,836       2,669
  Foreign                              9,254       8,739       6,536
                                     -------     -------     -------
Total current                         21,748      37,660      31,001
Deferred                               9,477       3,380       5,427
                                     -------     -------     -------
Total provision for income taxes     $31,225     $41,040     $36,428
                                     =======     =======     =======
</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:


                                                                              35
<PAGE>
<TABLE>
<CAPTION>
                                               2000       2001       2002
                                               ----       ----       ----
<S>                                            <C>        <C>        <C>
Federal statutory tax rate                     35.0%      35.0%      35.0%
Foreign taxes, net of foreign tax credits      (0.4)      (1.4)      (0.9)
Amortization of nondeductible intangibles       2.2        3.1         --
State income taxes, net of federal benefit      1.7        2.6        2.1
Other, net                                      0.5       (0.3)       0.8
                                               ----       ----       ----
Effective tax rate                             39.0%      39.0%      37.0%
                                               ====       ====       ====
</TABLE>

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

<TABLE>
<CAPTION>
                                                     2001          2002
                                                   --------      --------
<S>                                                <C>           <C>
DEFERRED TAX LIABILITIES:
    Tradename and trademarks                       $(10,006)     $(10,390)
    State taxes                                      (1,720)       (2,577)
    Unremitted earnings of Japanese subsidiary       (3,294)       (2,264)
    Basis of fixed assets                              (771)       (1,043)
                                                   --------      --------
Gross deferred tax liabilities                      (15,791)      (16,274)
                                                   ========      ========

DEFERRED TAX ASSETS:
    Net operating losses                              1,225         1,065
    Foreign tax credit carryforwards                  4,389         2,823
    Allowance for doubtful accounts                   1,485         1,613
    Basis of finished goods inventory                   920           691
    Other                                               627         1,598
                                                   --------      --------
Gross deferred tax assets                             8,646         7,790
                                                   --------      --------
Net deferred tax liabilities                       $ (7,145)     $ (8,484)
                                                   ========      ========
</TABLE>

At March 31, 2002, the Company had $42,757 of net operating loss carryforwards
and $37,659 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 portion of the operating loss carryforwards
not limited by Section 382 of the Code, 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 $20,596 based on exchange rates at March 31, 2002. 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 loaned 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 6:  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, 2000, 2001 and 2002 was $4,831, $8,608 and
$10,085 respectively. At March 31, 2002, the minimum lease commitments


                                                                              36
<PAGE>
under all noncancelable operating leases for the next five years are as follows:
2003 - $7,307; 2004 - $6,011; 2005 - $4,580; 2006 - $3,243; 2007 - $2,756 and
thereafter - $10,524.

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, the results of operations or cash flows of
the Company.

NOTE 7:  INCENTIVE COMPENSATION PLANS

PERFORMANCE BONUS: The Company has a variable compensation plan covering
substantially all phone services employees. This plan provides for the payment
of a bonus based on the attainment of certain annual performance targets. The
amount expensed under this variable compensation plan for the years ended March
31, 2000, 2001 and 2002 was $3,366, $2,844 and $2,000, respectively. The Company
also has variable compensation plans covering key on-site services employees.
These plans also provide for the payment of bonuses based on attainment of
annual performance targets. All payments are subject to approval by the Board of
Directors upon the completion of the annual audit.

PROFIT SHARING AND SAVINGS PLAN: The Company has various Profit Sharing and
Savings Plans ("Plans") which qualify as deferred salary arrangements under
Section 401(k) of the Internal Revenue Code. Under the Plans, participants are
permitted to contribute various percentages of their compensation, as defined,
and the Company matches a percentage of the participant's contributions. The
total Company contribution for the years ended March 31, 2000, 2001 and 2002 was
$1,025, $3,841 and $3,185, 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 6.25
million 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. No SARs have
been issued.

The Directors Plan authorizes the issuance of options and SARs for up to 170
thousand 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. No SARs have been issued.

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


                                                                              37



<PAGE>

<TABLE>
<CAPTION>
                                                2000                            2001                           2002
-------------------------------------------------------------------------------------------------------------------------------
                                                      WEIGHTED                        WEIGHTED                       WEIGHTED
                                                      AVERAGE                         AVERAGE                         AVERAGE
                                                      EXERCISE                        EXERCISE                       EXERCISE
(Shares in thousands)                  SHARES          PRICE           SHARES           PRICE          SHARES          PRICE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>              <C>          <C>
Outstanding at beginning
  of the year                          2,802           $21.52          2,971           $28.54            3,678         $31.95
   Granted                               837            45.61            918            42.47              833          41.51
   Exercised                           (644)            20.15          (175)            28.04             (290)         30.86
   Forfeited                             (24)           27.22            (36)           37.98             (132)         41.35
-------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of
  the year                             2,971           $28.54          3,678           $31.95            4,089        $33.69

Exercisable at end of year             1,420           $20.64          1,995           $24.62           2,519         $28.24

Weighted average fair
  value of options
  granted during  the year                               $19.33                        $27.18                         $29.07
===============================================================================================================================
</TABLE>


The following table summarizes information about the stock options outstanding
at March 31, 2002:

<TABLE>
<CAPTION>
                                                                  OPTIONS OUTSTANDING                OPTIONS EXERCISABLE
                                                           -----------------------------         ----------------------------
(Options in thousands)                                      WEIGHTED
                                                             AVERAGE             WEIGHTED                            WEIGHTED
                                                            REMAINING            AVERAGE                             AVERAGE
            RANGE OF                     NUMBER            CONTRACTUAL           EXERCISE           NUMBER          EXERCISE
         EXERCISE PRICES              OUTSTANDING             LIFE                PRICE           EXERCISABLE         PRICE
------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                  <C>                <C>               <C>
$  7.77 - $13.30                           310              2.1 years           $  9.88               310            $  9.88
$13.301 - $19.95                           239              3.2 years              14.93              239              14.93
$19.951 - $26.60                           694              6.0 years              22.22              694              22.22
$26.601 - $33.25                           557              5.9 years              30.37              544              30.32
$33.251 - $39.90                            16              5.4 years              35.19               16              35.19
$39.901 - $46.55                         2,088              8.6 years              42.60              596              43.70
$46.551 - $53.20                           175              7.6 years              49.43              115              49.42
$53.201 - $59.85                             3              7.8 years              55.87                2              55.88
$59.851 - $66.55                             7              7.9 years              65.51                3              64.89
------------------------------------------------------------------------------------------------------------------------------
$  7.77 - $66.55                         4,089              6.9 years           $  33.69            2,519            $ 28.24
==============================================================================================================================
</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>
                                                                 2000               2001              2002
---------------------------------------------------------------------------------------------------------------
<S>                                 <C>                        <C>                <C>               <C>
Net income                          As reported                $48,852            $64,190           $62,042
                                    Pro forma                   45,075             57,688            55,521
---------------------------------------------------------------------------------------------------------------
Diluted earnings per share          As reported                $  2.60            $  3.22           $  2.97
                                    Pro forma                     2.40               2.89              2.66
===============================================================================================================
</TABLE>


                                                                              38
<PAGE>
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
ended March 31:


<TABLE>
<CAPTION>
                                   2000             2001                2002
--------------------------------------------------------------------------------
<S>                               <C>              <C>                 <C>
Expected life (in years)            4.0              4.4                 4.4
Risk free interest rate             6.0%             4.9%                4.0%
Volatility                           45%              62%                 48%
Dividend yield                       --               --                  --
================================================================================
</TABLE>


NOTE 8:  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.

The following table details this calculation for the years ended March 31:


<TABLE>
<CAPTION>
(Shares in thousands)                                           2000             2001             2002
----------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>              <C>
Net income for earnings per share computation                  $48,852          $64,190          $62,042
Basic earnings per common share:
   Weighted average common shares                               17,835           18,904           19,936
   Basic earnings per common share                             $  2.74          $  3.40          $  3.11
----------------------------------------------------------------------------------------------------------
Diluted earnings per common share:
   Weighted average common shares                               17,835           18,904           19,936
   Shares issuable from assumed conversion of
       stock options and contingently issuable shares
       from acquisitions (net of tax savings)                      950            1,025              924
----------------------------------------------------------------------------------------------------------
Weighted average common and common
       equivalent shares                                        18,785           19,929           20,860
Diluted earnings per common share                              $  2.60          $  3.22          $  2.97
==========================================================================================================
</TABLE>

Options to purchase approximately 10 thousand and 13 thousand shares of Common
Stock were outstanding in Fiscal 2002 and 2001 but were not included in the
computation of diluted earnings per share because the exercise price exceeded
the average market price of the shares.

NOTE 9:  TREASURY STOCK

The Company previously announced its intention to repurchase up to 2.5 million
shares of its Common Stock from April 1, 1999 through March 31, 2002. As of
March 31, 2002 the Company had repurchased 2.1 million shares at prevailing
market prices for an aggregate purchase price of $100,355. The Company's most
recent announcement was on July 21, 2000 to repurchase an additional 500
thousand shares of its Common Stock, of which 105 thousand were repurchased
during Fiscal 2001, and are included in the totals above. There were no stock
repurchases during Fiscal 2002. Funding for these stock repurchases came from
existing cash flow and borrowings under credit facilities.


                                                                              39
<PAGE>
NOTE 10: ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss consisted of the
following as of March 31:

<TABLE>
<CAPTION>
                                                                     2001              2002
-----------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>
Foreign currency translation adjustment                            $(9,014)          $(9,403)
Unrealized losses on derivatives designated and qualified
     as cash flow hedges                                                --              (168)
-----------------------------------------------------------------------------------------------

Total accumulated other comprehensive loss                         $(9,014)          $(9,571)
===============================================================================================
</TABLE>


NOTE 11:  RESTRUCTURING

In the fourth quarter of Fiscal 2002, the Company recorded a restructuring
charge of approximately $3,500 primarily related to adjusting staffing levels in
its European and Latin American Operations and facility closures in the U.S. Of
this charge, $1,830 related to severance for 60 individuals in Europe, $230
related to severance for 19 individuals in Latin America, $108 related to
severance for 26 individuals in the U.S., and $1,332 related to lease costs and
other costs to consolidate two U.S. offices. The components of the charge and
the restructuring accrual at March 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                      ACCRUED               TOTAL                 CASH                    ACCRUED
                                  MARCH 31, 2001           CHARGE             EXPENDITURES             MARCH 31, 2002
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                 <C>                      <C>
Employee Severance                      $    --            $ 2,168               $    725                  $ 1,443
Facility Closures                           705              1,332                    598                    1,439
----------------------------------------------------------------------------------------------------------------------
Total                                     $ 705            $ 3,500                $ 1,323                  $ 2,882
======================================================================================================================
</TABLE>

The restructuring accrual at March 31, 2001 relates to continuing costs of a
previously closed facility done at the time of merger.

NOTE 12: SEGMENT REPORTING

The Company manages the business primarily on a product and service line basis.
Its two primary reportable segments are comprised of On-Site Services and Phone
Services. The "Other" information presented herein includes expenses directly
related to the Company's ongoing mergers and acquisitions program. The Company
reports its two segments separately because of differences in the ways the
product and service lines are operated. Consistent with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," the
Company aggregates similar operating units into reportable segments.

The accounting policies of the various segments are the same as those described
in "Summary of Significant Accounting Principles" in Note 1. The Company
evaluates the performance of each segment based on "Worldwide Operating Income."
A segment's worldwide operating income is its operating income before
amortization. Revenues and the related profits on intercompany transactions are
reported by the segment providing the third-party revenues. Intersegment sales
and


                                                                              40
<PAGE>
segment interest income or expense and expenditures for segment assets are not
presented to or reviewed by management, and therefore are not presented below.

Summary information by reportable segment is as follows for the years ended
March 31:


<TABLE>
<CAPTION>
On-Site Services                       2000                2001                2002
---------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                 <C>
Revenues                            $ 152,167           $ 437,296           $ 433,937
Worldwide operating income             20,975              57,038              46,639
Depreciation                            1,461               7,790               4,025
Amortization                            1,895               8,024                 165
Segment assets                        221,377             430,721             530,705
---------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Phone Services                         2000                2001                2002
---------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                 <C>
Revenues                            $ 356,173           $ 389,697           $ 309,744
Worldwide operating income             70,970              75,045              60,602
Depreciation                            3,512               4,228               4,330
Amortization                            3,557               3,845                   5
Segment assets                        312,496             502,582             485,368
---------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Other                                  2000                2001                2002
---------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                 <C>
Revenues                            $      --           $      --           $      --
Worldwide operating income             (2,292)             (2,328)             (2,058)
Depreciation                             (234)               (233)               (232)
Amortization                              958                 952                  --
Segment assets                         29,335              28,575              28,874
---------------------------------------------------------------------------------------
</TABLE>

The following are reconciliations as required between certain reportable segment
data and the corresponding consolidated amounts for the years ended March 31:

<TABLE>
<CAPTION>
REVENUES                                                  2000                2001                2002
----------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                 <C>
Total revenues for phone and on-site segments          $ 508,340           $ 826,993           $ 743,681
Other revenues                                                --                  --                  --
----------------------------------------------------------------------------------------------------------
Total consolidated revenues                            $ 508,340           $ 826,993           $ 743,681
==========================================================================================================
</TABLE>

WORLDWIDE OPERATING INCOME/OPERATING INCOME

<TABLE>
<CAPTION>
                                                          2000                2001                2002
-----------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                 <C>
Total worldwide operating income for phone
  and on-site segments                                 $  91,945           $ 132,083           $ 107,241
Other worldwide operating income                          (2,292)             (2,328)             (2,058)
-----------------------------------------------------------------------------------------------------------
Total consolidated worldwide operating income             89,653             129,755             105,183
Amortization expense                                       6,410              12,821                 170
-----------------------------------------------------------------------------------------------------------
Total operating income                                 $  83,243           $ 116,934           $ 105,013
===========================================================================================================
</TABLE>


Fiscal 2002 On-Site Services worldwide operating income was reduced by a special
operating expense of approximately $5,000 incurred in the First Quarter of
Fiscal Year 2002 related primarily to two receivables from customers who filed
for bankruptcy protection in the quarter and


                                                                              41
<PAGE>
was also reduced by approximately $2,500 related to restructuring expenses.
Fiscal 2002 Phone Services worldwide operating income was reduced by
approximately $1,000 related to restructuring expenses.


<TABLE>
<CAPTION>
ASSETS                                                  2000                2001                  2002
----------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                 <C>
Total assets for phone and on-site segments          $ 533,873           $ 933,303           $ 1,016,073
Other assets                                            29,335              28,575                28,874
Corporate eliminations                                (110,919)           (308,948)             (394,160)
----------------------------------------------------------------------------------------------------------
Total consolidated assets                            $ 452,289           $ 652,930           $   650,787
==========================================================================================================
</TABLE>

Management is also presented with and reviews information about its geographic
areas. The following is presented for the years ended March 31:

<TABLE>
<CAPTION>
REVENUES                  2000              2001              2002
----------------------------------------------------------------------
<S>                     <C>               <C>               <C>
North America           $338,099          $608,855          $533,410
Europe                   107,030           147,297           155,715
Pacific Rim               44,292            48,634            34,181
Latin America             18,919            22,207            20,375
----------------------------------------------------------------------
Total revenues          $508,340          $826,993          $743,681
======================================================================
</TABLE>


<TABLE>
<CAPTION>
ASSETS                      2000              2001              2002
----------------------------------------------------------------------
<S>                     <C>               <C>               <C>
North America           $364,303          $524,349          $513,008
Europe                    60,311            98,860           111,584
Pacific Rim               16,200            17,579            11,653
Latin America             11,475            12,142            14,542
----------------------------------------------------------------------
Total assets            $452,289          $652,930          $650,787
======================================================================
</TABLE>

NOTE 13:  QUARTERLY DATA (UNAUDITED)


<TABLE>
<CAPTION>
                                 FIRST              SECOND               THIRD              FOURTH
                                QUARTER             QUARTER             QUARTER             QUARTER               YEAR
----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                 <C>                 <C>                 <C>
FISCAL 2001
Revenues                        $171,133            $210,169            $220,534            $225,157            $826,993
Gross profit                      70,525              84,280              88,685              89,642             333,132
Net income                        14,128              16,182              16,774              17,106              64,190
Basic earnings per
  common share                      0.76                0.86                0.88                0.89                3.40(1)
Diluted earnings per
  common share                      0.72                0.82                0.84                0.85                3.22(1)
----------------------------------------------------------------------------------------------------------------------------
FISCAL 2002
Revenues                        $207,116            $197,072            $179,241            $160,252            $743,681
Gross profit                      78,944              75,031              70,844              65,731             290,550
Net income                        15,083              17,142              16,869              12,948              62,042
Basic earnings per
  common share                      0.77                0.86                0.84                0.64                3.11
Diluted earnings per
  common share                      0.73                0.83                0.81                0.62                2.97(1)
============================================================================================================================
</TABLE>


(1)   Earnings per share for the year is different than the sum of the quarterly
      earnings per share due to rounding and average share prices.


                                                                              42
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
DISCLOSURE

Not applicable.


                                                                              43
<PAGE>
                                    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 2002 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, the report of the
audit committee of the board of directors, 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", "Security Ownership of Management", and "Equity Compensation
Plan Information" 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.


                                                                              44
<PAGE>
                                     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 (3)

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

                          10.1             1992 Stock Option Plan, as amended (4)

                          10.2             1992 Director Stock Option Plan, as amended (4)

                          10.4             Revolving Credit Agreement, dated as of
                                           April 4, 2000, among Black Box Corporation of
                                           Pennsylvania, Black Box Corporation, the Guarantors,
                                           the Lenders and Mellon Bank, N.A. (5)

                          10.5             Short Term Credit Agreement, dated as of
                                           April 4, 2000, among Black Box Corporation of
                                           Pennsylvania, Black Box Corporation, the
                                           Guarantors, the Lenders and Mellon Bank, N.A. (5)

                          10.6             Credit Agreement, dated as of August 27, 1999,
                                           among Black Box Corporation of Pennsylvania,
                                           Black Box Corporation and Mellon Bank, N.A. (5)
</TABLE>


                                                                              45
<PAGE>
<TABLE>
<S>                                        <C>
                          10.7             Credit Agreement, dated as of January 4, 2000,
                                           among Black Box Corporation of Pennsylvania, Black
                                           Box Corporation and Mellon Bank, N.A. (5)

                          10.8             First Amendment to Credit Agreements, dated March
                                           30, 2001, among Black Box Corporation of
                                           Pennsylvania, Black Box Corporation, the Guarantor,
                                           the Lenders and Mellon Bank, N.A. (7)

                          10.9             Second Amendment to Credit Agreements, dated April
                                           3, 2002, among Black Box Corporation of
                                           Pennsylvania, Black Box Corporation, the Guarantor,
                                           the Lenders and Mellon Bank, N.A. (1)

                          21.1             Subsidiaries of the Company (1)

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

                          99.1             Letter regarding Arthur Andersen Quality Control
                                           Representation  (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 Quarterly Report on Form 10-Q
                        of the Company, file number 0-18706, filed with the
                        Commission on November 14, 2000, and incorporated herein
                        by reference.

                  (4)   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 14, 2001.

                  (5)   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, 2000.

                  (6)   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.

                  (7)   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, 2001.



                                                                              46
<PAGE>
         (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.


                                                                              47
<PAGE>
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:   May 17, 2002
                                                 /s/ Anna M. Baird
                                        -----------------------------------
                                        Anna M. Baird, Vice President, Chief
                                        Financial Officer, Treasurer, Secretary,
                                        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.

<TABLE>
<CAPTION>
                          SIGNATURES                        CAPACITY                         DATE
<S>                                             <C>                                       <C>
                   /s/ WILLIAM F. ANDREWS                    Director                     May 17, 2002
                   ----------------------
                     William F. Andrews


                    /s/ THOMAS G. GREIG                      Director                     May 17, 2002
                    -------------------
                      Thomas G. Greig


                   /s/ WILLIAM R. NEWLIN                     Director                     May 17, 2002
                   ---------------------
                     William R. Newlin


                     /s/ BRIAN D. YOUNG                      Director                     May 17, 2002
                     ------------------
                       Brian D. Young


                     /s/ FRED C. YOUNG                Director, Chairman of               May 17, 2002
                     -----------------                   the Board, Chief
                       Fred C. Young                     Executive Office



                     /s/ ANNA M. BAIRD                   Vice President,                  May 17, 2002
                     -----------------               Chief Financial Officer,
                       Anna M. Baird                 Treasurer and Principal
                                                        Accounting Officer

</TABLE>


                                                                              48
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



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

We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of Black Box Corporation
and Subsidiaries included in this Form 10-K, and have issued our report thereon
dated April 26, 2002. 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 the responsibility of the Company's management and 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 26, 2002


                                                                              49
<PAGE>
                                                                     SCHEDULE II


                              BLACK BOX CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            ADDITIONS
                                          BALANCE AT        CHARGED TO           ADDITIONS          REDUCTIONS          BALANCE
                                         BEGINNING OF       COSTS AND         RESULTING FROM           FROM             AT END OF
        DESCRIPTION                        PERIOD            EXPENSES          ACQUISITIONS          RESERVES            PERIOD
        -----------                        ------            --------          ------------          --------            ------
<S>                                      <C>                <C>               <C>                   <C>                 <C>
YEAR ENDED MARCH 31, 2000
  Inventory reserves                       $3,556              $1,319              $1,028              $2,119            $3,784
  Allowance for unrealizable
       accounts/sales returns               4,023               2,447               2,266               2,432             6,304
  Restructuring reserve                     1,298                  --                  --                 436               862

YEAR ENDED MARCH 31, 2001
  Inventory reserves                       $3,784              $1,338              $  791              $2,649            $3,264
  Allowance for unrealizable
       accounts/sales returns               6,304               2,302               2,683               3,512             7,777
  Restructuring reserve                       862                  --                  --                 157               705

YEAR ENDED MARCH 31, 2002
  Inventory reserves                       $3,264              $1,078              $  187              $1,171            $3,358
  Allowance for unrealizable
       accounts/sales returns               7,777               2,370                 542               2,482             8,207
  Restructuring reserve                       705               3,500                  --               1,323             2,882
</TABLE>


                                                                              50