##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2009
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission File Number: 0-18706
 Black Box Corporation


Delaware
(State or other jurisdiction of incorporation or organization)
    
    95-3086563
(I.R.S. Employer Identification No.)1000 Park Drive, Lawrence, Pennsylvania
(Address of principal executive offices)
    
    15055
(Zip Code)


724-746-5500




(Title of each class)Common Stock, $.001 par value
    
    (Name of each exchange on which registered)The NASDAQ Global Market


None


o þ


o þ


þ o


o o


þ




Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)


o þ






DOCUMENTS INCORPORATED BY REFERENCE






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##### 



BLACK BOX CORPORATION
FOR THE FISCAL YEAR ENDED MARCH 31, 2009
INDEX
 PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    7Item 1B.
    
    Unresolved Staff Comments
    
    
    9Item 2.
    
    Properties
    
    
    9Item 3.
    
    Legal Proceedings
    
    
    10Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    11PART IIItem 5.
    
    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    13Item 6.
    
    Selected Financial Data
    
    
    14Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 8.
    
    Financial Statements and Supplementary Data
    
    
    31Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    64Item 9A.
    
    Controls and Procedures
    
    
    64Item 9B.
    
    Other Information
    
    
    67PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    68Item 11.
    
    Executive Compensation
    
    
    68Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    68Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    68Item 14.
    
    Principal Accounting Fees and Services
    
    
    68PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    69Signatures
    
    
    73EX-10.27EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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PART I
 
 Item 1. Business.
 Overview.
 ®
   Industry Background.
  Business Strategy.
 Expert Technical Support Deployed Three Ways.  Locally at Client Sites. ® ® ® ® ® ® ® ® ® ® ®
 24/7/365 Technical Support.
 www.blackbox.com Internet Web Site. http://www.blackbox.com
 3




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Worldwide Coverage.
 Strategic Partnerships with Leading Voice and Data Product Manufacturers.
 Quality Networking Solutions and Comprehensive Warranties. ®
 Brand Name.
 ISO 9001:2000 Certified.
 Proprietary Client List.
 Rapid Order Fulfillment.
 Growth Strategy. ®
 Fiscal 2009:
     4




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Fiscal 2008:
   Fiscal
2007:
       Percent of Consolidated RevenuesService Type
    
    FY09
    
    FY08
    
    FY07
    
    FY06
    
    FY05Data Services
    
    
    19
    %
    
    
    19
    %
    
    
    18
    %
    
    
    27
    %
    
    
    38
    %Voice Services
    
    
    60
    %
    
    
    58
    %
    
    
    60
    %
    
    
    43
    %
    
    
    20
    %Hotline Services
    
    
    21
    %
    
    
    23
    %
    
    
    22
    %
    
    
    30
    %
    
    
    42
    %Black Box Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Clients.
 Marketing.
 5




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##### Table of Contents



2007 BLACK BOX ® Catalog
 Technical Services.
 Worldwide Headquarters.
 Products.
 Manufacturers and Suppliers.
  Information Systems.
  Backlog. i.e
 Team Members.
 Financial Information.
 International Revenues.
 Other Information. http://www.blackbox.com
 6




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Item 1A. Risk Factors.
  We have significant matters resulting from our stock option investigation and related
matters. See
 Accounting for Stock Issued to Employees
 In re Black Box Corporation Derivative Litigation
  7




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
    
    professional fees in connection with the conduct of the investigations and the defense of
the litigation;
    
    potential damages, fines, penalties or settlement costs; and
    
    payments to, or on behalf of, our current and former officers and directors subject to the
investigation or named in the litigation pursuant to our indemnification obligations (in
certain circumstances advance indemnification payments are recoverable if it is determined
under applicable law that the officer or director in question was not entitled to be
indemnified by us, but there is no assurance that we will be able to recover such payments).
   We face intense competition.
 Our financial results are dependent on our economic environments.
 We are dependent upon the successful integration of acquired businesses.
 We are subject to the risks of international operations.
 We are dependent upon the retention of our key personnel.
 We are dependent upon the demand for products and services.
 We are dependent upon certain key supply chain and distribution agreements.
 8




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We are dependent upon future mergers and acquisitions for a portion of our growth.
 A significant part of our business involves public sector customers which provides unique
risks.
 Our revenue is dependent upon repeat customer business and generally is not subject to
long-term contracts.
 We can provide no assurance that we will continue to have adequate liquidity.
 Our stock price fluctuates.
 We have a significant amount of goodwill that could be subject to impairment.
 
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
    9




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Item 3. Legal Proceedings.
 Regulatory Matters
  See
    10




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##### Table of Contents



Litigation Matters
  In re Black Box
Corporation Derivative Litigation
   
 Item 4. Submission of Matters to a Vote of Security Holders .
  Executive Officers of the Registrant
  Name
    
    Age
    
    Position with the CompanyR. Terry Blakemore
    
    
    52
    
    
    President and Chief Executive OfficerMichael McAndrew
    
    
    49
    
    
    Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal
Accounting OfficerFrancis W. Wertheimber
    
    
    56
    
    
    Senior Vice President  Pacific Rim/Far East
  R. TERRY BLAKEMORE
 MICHAEL MCANDREW
 FRANCIS W. WERTHEIMBER
 11




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Directors of the Registrant
  WILLIAM F. ANDREWS
 R. TERRY BLAKEMORE
 RICHARD L. CROUCH
 THOMAS W. GOLONSKI
 THOMAS G. GREIG
 EDWARD A. NICHOLSON, PH.D.
 12




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##### Table of Contents



PART II
 
 Item 5. M arket for R egistrants C ommon E quity ,
R elated S tockholder M atters and I ssuer P urchases of E quity S ecurities.
 Common Stock Information:
  High
    
    
    LowFiscal 20091st Quarter
    
    $
    32.67
    
    
    $
    27.622nd Quarter
    
    
    39.53
    
    
    
    26.633rd Quarter
    
    
    36.36
    
    
    
    19.754th Quarter
    
    
    28.37
    
    
    
    16.24Fiscal 20081st Quarter
    
    $
    42.78
    
    
    $
    34.532nd Quarter
    
    
    44.58
    
    
    
    38.793rd Quarter
    
    
    46.40
    
    
    
    35.284th Quarter
    
    
    37.16
    
    
    
    26.62
  Dividend Policy:
 Stockholders:
 Equity Plan Compensation Information:
 Issuance of Unregistered Securities:
 13




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##### Table of Contents



Item 6. Selected Financial Data.
  Fiscal2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Statements of IncomeRevenuesHotline products
    
    $
    209,793
    
    
    $
    235,314
    
    
    $
    222,903
    
    
    $
    213,946
    
    
    $
    227,601On-Site services
    
    
    789,755
    
    
    
    781,428
    
    
    
    793,407
    
    
    
    507,389
    
    
    
    307,475Total
    
    
    999,548
    
    
    
    1,016,742
    
    
    
    1,016,310
    
    
    
    721,335
    
    
    
    535,076Cost of salesHotline products
    
    
    108,561
    
    
    
    122,011
    
    
    
    113,780
    
    
    
    108,220
    
    
    
    108,281On-Site services
    
    
    533,807
    
    
    
    528,111
    
    
    
    528,541
    
    
    
    330,765
    
    
    
    211,866Total
    
    
    642,368
    
    
    
    650,122
    
    
    
    642,321
    
    
    
    438,985
    
    
    
    320,147Gross profit
    
    
    357,180
    
    
    
    366,620
    
    
    
    373,989
    
    
    
    282,350
    
    
    
    214,929Selling, general &
administrative expenses
    
    
    266,387
    
    
    
    275,309
    
    
    
    290,355
    
    
    
    222,201
    
    
    
    170,239Intangibles amortization
    
    
    10,790
    
    
    
    6,679
    
    
    
    10,285
    
    
    
    4,999
    
    
    
    1,332Operating income
    
    
    80,003
    
    
    
    84,632
    
    
    
    73,349
    
    
    
    55,150
    
    
    
    43,358Interest expense (income), net
    
    
    10,279
    
    
    
    21,298
    
    
    
    18,407
    
    
    
    9,123
    
    
    
    2,755Other expenses (income), net
    
    
    561
    
    
    
    (197
    )
    
    
    42
    
    
    
    36
    
    
    
    115Income before provision for
income taxes
    
    
    69,163
    
    
    
    63,531
    
    
    
    54,900
    
    
    
    45,991
    
    
    
    40,488Provision for income taxes
    
    
    23,854
    
    
    
    24,298
    
    
    
    19,291
    
    
    
    15,221
    
    
    
    13,442Net income
    
    $
    45,309
    
    
    $
    39,233
    
    
    $
    35,609
    
    
    $
    30,770
    
    
    $
    27,046Basic earnings per share
    
    $
    2.59
    
    
    $
    2.23
    
    
    $
    2.03
    
    
    $
    1.79
    
    
    $
    1.55Diluted earnings per share
    
    $
    2.59
    
    
    $
    2.22
    
    
    $
    2.00
    
    
    $
    1.75
    
    
    $
    1.52Dividends declared per common
share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.22Balance Sheet Data (at end of
period):Working capital (1)
    
    $
    130,209
    
    
    $
    134,031
    
    
    $
    117,059
    
    
    $
    99,669
    
    
    $
    108,948Total assets
    
    
    1,136,488
    
    
    
    1,073,851
    
    
    
    1,090,091
    
    
    
    815,412
    
    
    
    787,064Long-term debt
    
    
    249,260
    
    
    
    195,904
    
    
    
    238,194
    
    
    
    122,673
    
    
    
    147,196Total debt
    
    
    250,657
    
    
    
    197,293
    
    
    
    238,880
    
    
    
    123,722
    
    
    
    147,888Stockholders equity
    
    
    647,299
    
    
    
    640,274
    
    
    
    599,696
    
    
    
    552,991
    
    
    
    501,288
 (1)
    
    Working capital is computed as current assets minus current liabilities.
 14




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The discussion and analysis for the fiscal years ended March 31, 2009, 2008 and 2007 as set forth
below in this Item 7 should be read in conjunction with the consolidated financial statements of
Black Box, including the related notes. The Companys fiscal year ends on March 31. References to
Fiscal Year or Fiscal mean the Companys fiscal year ended March 31 for the year referenced.
All dollar amounts are presented in thousands except for per share amounts or unless otherwise
noted.
 The Company
    i.e.,
 Fiscal2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterSelling, general &
administrativeAsset write-up
depreciation expense
on acquisitions
    
    $
    2,646
    
    
    $
    2,178
    
    
    $
    1,888
    
    
    $
    184
    
    
    $
    --
    
    
    $
    --Stock-based
compensation expense
1
    
    
    9,308
    
    
    
    3,217
    
    
    
    3,042
    
    
    
    3,134
    
    
    
    2,927
    
    
    
    474Total
    
    
    11,954
    
    
    
    5,395
    
    
    
    4,930
    
    
    
    3,318
    
    
    
    2,927
    
    
    
    474Intangibles amortizationAmortization of
intangible assets on
acquisitions
    
    
    10,075
    
    
    
    6,501
    
    
    
    10,671
    
    
    
    13,435
    
    
    
    11,446
    
    
    
    90,028Total
    
    $
    22,029
    
    
    $
    11,896
    
    
    $
    15,601
    
    
    $
    16,753
    
    
    $
    14,373
    
    
    $
    90,502
 15




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1Q10
    
    
    2Q10
    
    
    3Q10
    
    
    4Q10
    
    
    FY10Selling, general & administrativeAsset write-up depreciation expense on
acquisitions
    
    $
    124
    
    
    $
    20
    
    
    $
    20
    
    
    $
    20
    
    
    $
    184Stock-based compensation expense 1
    
    
    841
    
    
    
    804
    
    
    
    753
    
    
    
    736
    
    
    
    3,134Total
    
    
    965
    
    
    
    824
    
    
    
    773
    
    
    
    756
    
    
    
    3,318Intangibles amortizationAmortization of intangible assets on
acquisitions
    
    
    4,032
    
    
    
    3,359
    
    
    
    3,022
    
    
    
    3,022
    
    
    
    13,435Total
    
    $
    4,997
    
    
    $
    4,183
    
    
    $
    3,795
    
    
    $
    3,778
    
    
    $
    16,753
 1
  Fiscal2009
    
    
    2008
    
    
    2007% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % oftotal
    
    
    
    
    
    
    total
    
    
    
    
    
    
    total$
    
    
    revenue
    
    
    $
    
    
    revenue
    
    
    $
    
    
    revenueRevenuesNorth America
    
    $
    838,871
    
    
    
    83.9%
    
    
    $
    837,402
    
    
    
    82.3%
    
    
    $
    850,088
    
    
    
    83.7%Europe
    
    
    121,839
    
    
    
    12.2%
    
    
    
    138,927
    
    
    
    13.7%
    
    
    
    129,278
    
    
    
    12.7%All Other
    
    
    38,838
    
    
    
    3.9%
    
    
    
    40,413
    
    
    
    4.0%
    
    
    
    36,944
    
    
    
    3.6%Total
    
    $
    999,548
    
    
    
    100%
    
    
    $
    1,016,742
    
    
    
    100%
    
    
    $
    1,016,310
    
    
    
    100%Operating incomeNorth America
    
    $
    61,651
    
    
    
    
    
    
    $
    57,964
    
    
    
    
    
    
    $
    49,481% of North America revenues
    
    
    7.3%
    
    
    
    
    
    
    
    6.9%
    
    
    
    
    
    
    
    5.8%Europe
    
    $
    12,548
    
    
    
    
    
    
    $
    19,278
    
    
    
    
    
    
    $
    16,442% of Europe revenues
    
    
    10.3%
    
    
    
    
    
    
    
    13.9%
    
    
    
    
    
    
    
    12.7%All Other
    
    $
    5,804
    
    
    
    
    
    
    $
    7,390
    
    
    
    
    
    
    $
    7,426% of All Other revenues
    
    
    14.9%
    
    
    
    
    
    
    
    18.3%
    
    
    
    
    
    
    
    20.1%Total
    
    $
    80,003
    
    
    
    8.0%
    
    
    $
    84,632
    
    
    
    8.3%
    
    
    $
    73,349
    
    
    
    7.2%
 16




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Fiscal2009
    
    
    2008
    
    
    2007% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % oftotal
    
    
    
    
    
    
    total
    
    
    
    
    
    
    total$
    
    
    revenue
    
    
    $
    
    
    revenue
    
    
    $
    
    
    revenueRevenuesData Services
    
    $
    191,436
    
    
    
    19.2%
    
    
    $
    194,454
    
    
    
    19.1%
    
    
    $
    182,129
    
    
    
    17.9%Voice Services
    
    
    598,319
    
    
    
    59.8%
    
    
    
    586,974
    
    
    
    57.7%
    
    
    
    611,278
    
    
    
    60.2%Hotline Services
    
    
    209,793
    
    
    
    21.0%
    
    
    
    235,314
    
    
    
    23.2%
    
    
    
    222,903
    
    
    
    21.9%Total
    
    $
    999,548
    
    
    
    100%
    
    
    $
    1,016,742
    
    
    
    100%
    
    
    $
    1,016,310
    
    
    
    100%Gross profitData Services
    
    $
    55,407
    
    
    
    
    
    
    $
    57,747
    
    
    
    
    
    
    $
    55,598% of Data Services revenues
    
    
    28.9%
    
    
    
    
    
    
    
    29.7%
    
    
    
    
    
    
    
    30.5%Voice Services
    
    $
    200,541
    
    
    
    
    
    
    $
    195,570
    
    
    
    
    
    
    $
    209,268% of Voice Services revenues
    
    
    33.5%
    
    
    
    
    
    
    
    33.3%
    
    
    
    
    
    
    
    34.2%Hotline Services
    
    $
    101,232
    
    
    
    
    
    
    $
    113,303
    
    
    
    
    
    
    $
    109,123% of Hotline Services revenues
    
    
    48.3%
    
    
    
    
    
    
    
    48.1%
  
    
    
    
    
    
    
    49.0%Total
    
    $
    357,180
    
    
    
    35.7%
    
    
    $
    366,620
    
    
    
    36.1%
    
    
    $
    373,989
    
    
    
    36.8%
  Fiscal 2009 Compared To Fiscal 2008
 Total Revenues
 Revenues by Geography
 North America
 17




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Europe
 All Other
 Revenue by Service Type
 Data Services
 Voice Services
 Hotline Services
 Gross profit
   18




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Selling, general & administrative expenses
 Intangibles amortization
 Operating income
 Interest expense (income), net
 Provision for income taxes
 Net income
 Fiscal 2008 Compared To Fiscal 2007
 Total Revenues
 Revenues by Geography
 North America
 19




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Europe
 All Other
 Revenue by Service Type
 Data Services
 Voice Services
 Hotline Services
 Gross profit
   Selling, general & administrative expenses
 20




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Intangibles amortization
 Operating income
 Interest expense (income), net
 Provision for income taxes
 Net income
 Liquidity and Capital Resources
 Cash Flows from Operating Activities
   21




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Investing Activities
 See
 See
 See
 Financing Activities
    Total Debt
 Revolving Credit Agreement
 22




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Dividends
 Fiscal 2009
 Fiscal 2008
 Fiscal 2007
  Repurchase of Common Stock
 Fiscal
2009
 Fiscal 2008
 Fiscal 2007
 23




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Potential Tax Payments
 See
 Section 409A Remedial Measures and Other Potential Section 409A Payments
 i.e.
  Share-Based Payment
 24




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Expenses Incurred by the Company
 25




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Contractual Obligations
  Payments Due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More thanyear
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalLong-term debt obligations
    
    $
    --
    
    
    $
    --
    
    
    $
    247,650
    
    
    $
    --
    
    
    $
    247,650Interest expense on long-term debt
    
    
    4,846
    
    
    
    9,692
    
    
    
    8,882
    
    
    
    --
    
    
    
    23,420Capital lease obligations
    
    
    1,397
    
    
    
    1,337
    
    
    
    273
    
    
    
    --
    
    
    
    3,007Operating lease obligations
    
    
    18,226
    
    
    
    21,945
    
    
    
    4,682
    
    
    
    1,570
    
    
    
    46,423Total contractual obligations
    
    $
    24,469
    
    
    $
    32,974
    
    
    $
    261,487
    
    
    $
    1,570
    
    
    $
    320,500
   Off-Balance Sheet Arrangements
 Inflation
 Legal Proceedings
 Critical Accounting Policies
  Allowance for doubtful accounts receivable
 26




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




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Impact of Recently Issued Accounting Pronouncements
 Uncertainty in Income Taxes  Accounting for Uncertainty in Income Taxes i.e. See
 Fair Value Measurements  Fair Value Measurements Effective Date of FASB Statement No. 157
 Defined Benefit Pension and Other Postretirement Plan  i.e.,
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans Employers
Accounting for Pensions Employers Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits Employers Accounting
for Postretirement Benefits Other Than Pensions Employers
Disclosures about Pensions and Other Postretirement Benefits
   28




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Business Combinations  Business Combinations
 Postretirement Benefit Plan Assets  Employers Disclosures about Postretirement
Benefit Plan Assets
 See
 Cautionary Forward Looking Statements
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  29




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##### Table of Contents



Interest rate Risk
   Foreign Currency Exchange Rate Risk
  30




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##### Table of Contents



Item8. Financial Statements and Supplementary Data.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    32Consolidated Statements of Income for the years ended March 31, 2009, 2008 and 2007
    
    
    33Consolidated Balance Sheets as of March 31, 2009 and 2008
    
    
    34Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income for the years ended 
March 31, 2009, 2008 and 2007
    
    
    35Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2008 and 2007
    
    
    36Notes to the Consolidated Financial Statements
    
    
    37
 31




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
   ,
   Internal Control  Integrated Framework
  
 32




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
 Year Ended March 31,In thousands, except per share amounts
    
    2009
    
    
    2008
    
    
    2007RevenuesHotline products
    
    $
    209,793
    
    
    $
    235,314
    
    
    $
    222,903On-Site services
    
    
    789,755
    
    
    
    781,428
    
    
    
    793,407Total
    
    
    999,548
    
    
    
    1,016,742
    
    
    
    1,016,310Cost of salesHotline products
    
    
    108,561
    
    
    
    122,011
    
    
    
    113,780On-Site services
    
    
    533,807
    
    
    
    528,111
    
    
    
    528,541Total
    
    
    642,368
    
    
    
    650,122
    
    
    
    642,321Gross profit
    
    
    357,180
    
    
    
    366,620
    
    
    
    373,989Selling, general & administrative expenses
    
    
    266,387
    
    
    
    275,309
    
    
    
    290,355Intangibles amortization
    
    
    10,790
    
    
    
    6,679
    
    
    
    10,285Operating income
    
    
    80,003
    
    
    
    84,632
    
    
    
    73,349Interest expense (income), net
    
    
    10,279
    
    
    
    21,298
    
    
    
    18,407Other expenses (income), net
    
    
    561
    
    
    
    (197)
    
    
    
    42Income before provision for income taxes
    
    
    69,163
    
    
    
    63,531
    
    
    
    54,900Provision for income taxes
    
    
    23,854
    
    
    
    24,298
    
    
    
    19,291Net income
    
    $
    45,309
    
    
    $
    39,233
    
    
    $
    35,609Earnings per common shareBasic
    
    $
    2.59
    
    
    $
    2.23
    
    
    $
    2.03Diluted
    
    $
    2.59
    
    
    $
    2.22
    
    
    $
    2.00Weighted-average common shares outstandingBasic
    
    
    17,527
    
    
    
    17,605
    
    
    
    17,512Diluted
    
    
    17,527
    
    
    
    17,653
    
    
    
    17,808Dividends per share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
 See Notes to the Consolidated Financial Statements
 33




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 March 31,In thousands, except par value
    
    2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    23,720
    
    
    $
    26,652Accounts receivable, net of allowance for doubtful accounts of $9,934
and $12,612
    
    
    163,975
    
    
    
    162,289Inventories, net
    
    
    55,898
    
    
    
    67,537Costs/estimated earnings in excess of billings on uncompleted contracts
    
    
    66,066
    
    
    
    58,611Prepaid and other current assets
    
    
    30,809
    
    
    
    31,529Total current assets
    
    
    340,468
    
    
    
    346,618Property, plant and equipment, net
    
    
    28,419
    
    
    
    32,822Goodwill
    
    
    621,948
    
    
    
    586,856IntangiblesCustomer relationships, net
    
    
    105,111
    
    
    
    67,331Other intangibles, net
    
    
    37,684
    
    
    
    32,524Other assets
    
    
    2,858
    
    
    
    7,700Total assets
    
    $
    1,136,488
    
    
    $
    1,073,851LiabilitiesAccounts payable
    
    $
    79,021
    
    
    $
    71,670Accrued compensation and benefits
    
    
    30,446
    
    
    
    22,654Deferred revenue
    
    
    35,520
    
    
    
    37,467Billings in excess of costs/estimated earnings on uncompleted contracts
    
    
    18,217
    
    
    
    19,946Income taxes
    
    
    5,164
    
    
    
    13,810Other liabilities
    
    
    41,891
    
    
    
    47,040Total current liabilities
    
    
    210,259
    
    
    
    212,587Long-term debt
    
    
    249,260
    
    
    
    195,904Other liabilities
    
    
    29,670
    
    
    
    25,086Total liabilities
    
    
    489,189
    
    
    
    433,577Stockholders equityPreferred stock authorized 5,000, par value $1.00, none issued
    
    
    --
    
    
    
    --Common stock authorized 100,000, par value $.001, 17,533 and 17,516
shares outstanding
    
    
    25
    
    
    
    25Additional paid-in capital
    
    
    445,774
    
    
    
    443,380Retained earnings
    
    
    521,023
    
    
    
    479,921Accumulated other comprehensive income
    
    
    3,572
    
    
    
    40,043Treasury stock, at cost 7,626 and 7,626 shares
    
    
    (323,095)
    
    
    
    (323,095)Total stockholders equity
    
    
    647,299
    
    
    
    640,274Total liabilities and stockholders equity
    
    $
    1,136,488
    
    
    $
    1,073,851
 See Notes to the Consolidated Financial Statements
 34




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 Accumulated OtherCommon Stock
    
    
    
    
    
    
    
    
    
    
    Comprehensive IncomeForeignAdditional
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    Defined($.001
    
    
    Paid-in
    
    
    Treasury
    
    
    Trans-
    
    
    Derivative
    
    
    Benefit
    
    
    RetainedIn thousands
    
    Shares
    
    
    par)
    
    
    Capital
    
    
    Stock
    
    
    lation
    
    
    Instruments
    
    
    Pension
    
    
    Earnings
    
    
    TotalBalance at March 31, 2006
    
    
    24,528
    
    
    
    $ 25
    
    
    
    $  418,141
    
    
    $
    (296,824)
    
    
    
    $  11,894
    
    
    
    $  1,142
    
    
    
    $ --
    
    
    $
    418,613
    
    
    $
    552,991Comprehensive income (loss):Net income
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    35,609
    
    
    
    35,609Foreign currency translation adjustment
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    11,458
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    11,458Net change in fair value of cash flow hedging
instruments (net of tax)
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (111)
    
    
    
    --
    
    
    
    --
    
    
    
    (111)Amounts reclassified into results of operations
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (654)
    
    
    
    --
    
    
    
    --
    
    
    
    (654)Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,302Adjustment to initially apply SFAS 158 (net of
tax)
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    1,670
    
    
    
    --
    
    
    
    1,670Stock compensation expense
    
    
    --
    
    
    
    --
    
    
    
    9,308
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    9,308Dividends declared
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (4,200)
    
    
    
    (4,200)Repurchases of common stock
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (20,209)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (20,209)Exercise of
options (net of tax)
    
    
    435
    
    
    
    --
    
    
    
    14,970
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    14,970Tax impact from stock options
    
    
    --
    
    
    
    --
    
    
    
    (1,136)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (1,136)Balance at March 31, 2007
    
    
    24,963
    
    
    
    $ 25
    
    
    
    $  441,283
    
    
    $
    (317,033)
    
    
    
    $  23,352
    
    
    
    $ 377
    
    
    
    $  1,670
    
    
    $
    450,022
    
    
    $
    599,696Cumulative effect related to adoption of FIN 48
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (5,110)
    
    
    
    (5,110)Comprehensive income (loss):Net income
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    39,233
    
    
    
    39,233Foreign currency translation adjustment
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    17,231
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    17,231Pension:Unrealized gain (loss)
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (2,135)
    
    
    
    --
    
    
    
    (2,135)Amounts reclassified into results of
operations
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (9)
    
    
    
    --
    
    
    
    (9)Derivative Instruments:Net change in fair value of cash flow
hedging instruments (net of tax)
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (262)
    
    
    
    --
    
    
    
    --
    
    
    
    (262)Amounts reclassified into results of
operations
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (181)
    
    
    
    --
    
    
    
    --
    
    
    
    (181)Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,877Stock compensation expense
    
    
    --
    
    
    
    --
    
    
    
    3,217
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    3,217Dividends declared
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (4,224)
    
    
    
    (4,224)Repurchases of common stock
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (6,062)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (6,062)Exercise of
options (net of tax)
    
    
    179
    
    
    
    --
    
    
    
    5,878
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    5,878Tax impact from stock options
    
    
    --
    
    
    
    --
    
    
    
    (6,792)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (6,792)Other
    
    
    --
    
    
    
    --
    
    
    
    (206)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (206)Balance at March 31, 2008
    
    
    25,142
    
    
    
    $ 25
    
    
    $
    443,380
    
    
    $
    (323,095)
    
    
    
    $  40,583
    
    
    
    $ (66)
    
    
    
    $ (474)
    
    
    $
    479,921
    
    
    $
    640,274Comprehensive income (loss):Net income
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    45,309
    
    
    
    45,309Foreign currency translation adjustment
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (34,208)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (34,208)Pension:Unrealized gain (loss)
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (2,394)
    
    
    
    --
    
    
    
    (2,394)Derivative Instruments:Net change in fair value of cash flow
hedging instruments (net of tax)
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    470
    
    
    
    --
    
    
    
    --
    
    
    
    470Amounts reclassified into results of
operations
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (339)
    
    
    
    --
    
    
    
    --
    
    
    
    (339)Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,838Stock compensation expense
    
    
    --
    
    
    
    --
    
    
    
    3,042
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    3,042Dividends declared
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (4,207)
    
    
    
    (4,207)Exercise of
options (net of tax)
    
    
    17
    
    
    
    --
    
    
    
    545
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    545Tax impact from stock options
    
    
    --
    
    
    
    --
    
    
    
    (1,193)
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    --
    
    
    
    (1,193)Balance at March 31, 2009
    
    
    25,159
    
    
    
    $ 25
    
    
    $
    445,774
    
    
    $
    (323,095)
    
    
    
    $  6,375
    
    
    
    $ 65
    
    
    
    $ (2,868)
    
    
    $
    521,023
    
    
    $
    647,299
 See Notes to the Consolidated Financial Statements
 35




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended March 31,In thousands
    
    2009
    
    
    2008
    
    
    2007Operating ActivitiesNet income
    
    $
    45,309
    
    
    $
    39,233
    
    
    $
    35,609Adjustments to reconcile net income to net cash provided
by (used for) operating activities:Intangibles amortization and depreciation
    
    
    20,722
    
    
    
    17,737
    
    
    
    22,610Loss (gain) on sale of property
    
    
    (65)
    
    
    
    462
    
    
    
    --Deferred taxes
    
    
    4,512
    
    
    
    4,901
    
    
    
    (1,266)Tax impact from stock options
    
    
    1,193
    
    
    
    6,792
    
    
    
    1,136Stock compensation expense
    
    
    3,042
    
    
    
    3,217
    
    
    
    9,308Change in fair value of interest-rate swap
    
    
    (974)
    
    
    
    4,576
    
    
    
    1,734Changes in operating assets and liabilities (net of
acquisitions):Accounts receivable, net
    
    
    26,279
    
    
    
    4,852
    
    
    
    19,202Inventories, net
    
    
    11,455
    
    
    
    7,829
    
    
    
    (3,595)All other current assets excluding deferred tax asset
    
    
    (11,933)
    
    
    
    12,328
    
    
    
    3,349Liabilities exclusive of long-term debt
    
    
    (27,974)
    
    
    
    (20,806)
    
    
    
    (51,451)Net cash provided by (used for) operating activities
    
    $
    71,566
    
    
    $
    81,121
    
    
    $
    36,636Investing ActivitiesCapital expenditures
    
    $
    (2,178)
    
    
    $
    (3,241)
    
    
    $
    (5,886)Capital disposals
    
    
    288
    
    
    
    105
    
    
    
    1,017Acquisition of businesses (payments)/recoveries
    
    
    (117,184)
    
    
    
    (13,713)
    
    
    
    (127,716)Prior merger-related (payments)/recoveries
    
    
    (421)
    
    
    
    (3,432)
    
    
    
    (2,324)Net cash provided by (used for) investing activities
    
    $
    (119,495)
    
    
    $
    (20,281)
    
    
    $
    (134,909)Financing ActivitiesProceeds from borrowings
    
    $
    308,567
    
    
    $
    196,750
    
    
    $
    354,254Repayment of borrowings
    
    
    (257,470)
    
    
    
    (240,030)
    
    
    
    (240,079)Deferred financing costs
    
    
    (125)
    
    
    
    (471)
    
    
    
    --Repayment on discounted lease rentals
    
    
    --
    
    
    
    --
    
    
    
    (30)Proceeds from exercise of options
    
    
    545
    
    
    
    5,878
    
    
    
    14,970Payment of dividends
    
    
    (4,206)
    
    
    
    (4,225)
    
    
    
    (4,203)Purchase of treasury stock
    
    
    --
    
    
    
    (6,062)
    
    
    
    (20,209)Net cash provided by (used for) financing activities
    
    $
    47,311
    
    
    $
    (48,160)
    
    
    $
    104,703Foreign currency exchange impact on cash
    
    $
    (2,314)
    
    
    $
    (3,185)
    
    
    $
    (480)Increase /
(decrease) in  Cash and cash equivalents
    
    $
    (2,932)
    
    
    $
    9,495
    
    
    $
    5,950Cash and cash equivalents at beginning of period
    
    $
    26,652
    
    
    $
    17,157
    
    
    $
    11,207Cash and cash equivalents at end of period
    
    $
    23,720
    
    
    $
    26,652
    
    
    $
    17,157Supplemental Cash Flow:Cash paid for interest
    
    $
    11,656
    
    
    $
    17,141
    
    
    $
    15,333Cash paid for income taxes
    
    
    26,539
    
    
    
    11,041
    
    
    
    16,877Non-cash financing activities:Dividends payable
    
    
    1,052
    
    
    
    1,050
    
    
    
    1,052Capital leases
    
    
    994
    
    
    
    863
    
    
    
    915
 See Notes to the Consolidated Financial Statements
 36




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##### Table of Contents



BLACK BOX CORPORATION
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 Note 1: Business and Basis of Presentation
 Business
 Basis of Presentation
    Note 2: Significant Accounting Policies
 Cash and cash equivalents
 Allowance for doubtful accounts receivable
 Inventories
 37




---



##### Table of Contents



Property, Plant and Equipment
  Goodwill
 Intangible Assets
 Derivative Instruments and Hedging Activities
 Foreign Currency Contracts
 Interest-rate Swap
 38




---



##### Table of Contents



Foreign Currency Translation
 Revenue
  Sales returns
 Warranties
-
 Shipping
and handling fees and costs -
 Sales tax and other tax presentation
 Stock-Based Compensation
 Expected volatility:
 Dividend yield:
 Risk-free interest rate:
 Annual forfeiture rate and expected holding period:
 Amortization period:
 Marketing and Advertising Expenses
  39




---



##### Table of Contents



Income Taxes
 i.e.
 Per share information
 Fair Value
 Fair
Value Measurements
  Level 1
 Level 2 e.g.
 Level 3
  Market approach
 Cost approach:
 Income approach:
 See
 40




---



##### Table of Contents



Recent Accounting Pronouncements
 Uncertainty in Income Taxes  Accounting for Uncertainty in Income Taxes i.e. See
 Definition of Settlement in FIN 48  Definition of Settlement
in FASB Interpretation No. 48
 Fair Value Measurements  Application of FASB Statement No. 157 to FASB Statement
No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of
Lease Classification or Measurement under Statement 13 Effective Date of FASB Statement No. 157 Determining the Fair Value of a Financial Asset in
a Market That Is Not Active See
 Defined Benefit Pension and Other Postretirement Plans  i.e.,
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans Employers
Accounting for Pensions Employers Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits Employers Accounting
for Postretirement Benefits Other Than Pensions Employers
Disclosures about Pensions and Other Postretirement Benefits
 41




---



##### Table of Contents



Business Combinations  Business Combinations
 Non-controlling Interests  Noncontrolling Interests in Consolidated
Financial Statementsan Amendment to Accounting Research Bulletin No. 51
 Derivative Disclosures  Disclosures about Derivative Instruments and Hedging
Activities Accounting for Derivative
Investments and Hedging Activities
 Useful lives of Intangible Assets  Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 42




---



##### Table of Contents



Postretirement Benefit Plan Assets  Employers Disclosures about Postretirement
Benefit Plan Assets
 Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies  Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies Accounting for Contingencies
 Interim Disclosures about Fair Value of Financial Instruments  Interim Disclosures about Fair
Value of Financial Instruments
 Note 3: Inventories
  March 31,2009
    
    
    2008Raw materials
    
    $
    1,624
    
    
    $
    1,736Finished goods
    
    
    74,564
    
    
    
    86,174Subtotal
    
    
    76,188
    
    
    
    87,910Excess and obsolete inventory reserves
    
    
    (20,290)
    
    
    
    (20,373)Inventory, net
    
    $
    55,898
    
    
    $
    67,537
 Note 4: Property, Plant and Equipment
  March 31,2009
    
    
    2008Land
    
    $
    2,396
    
    
    $
    2,396Building and improvements
    
    
    28,971
    
    
    
    28,105Machinery
    
    
    70,859
    
    
    
    71,876Subtotal
    
    
    102,226
    
    
    
    102,377Accumulated depreciation
    
    
    (73,807)
    
    
    
    (69,555)Property, plant and equipment, net
    
    $
    28,419
    
    
    $
    32,822
  43




---



##### Table of Contents



Note 5: Goodwill
  North America
    
    
    Europe
    
    
    All Other
    
    
    TotalBalance as of March 31, 2007
    
    $
    493,462
    
    
    $
    73,065
    
    
    $
    2,120
    
    
    $
    568,647Currency translation
    
    
    (10)
    
    
    
    8,957
    
    
    
    147
    
    
    
    9,094Current period acquisitions (Note 9)
    
    
    6,995
    
    
    
    --
    
    
    
    --
    
    
    
    6,995Prior period acquisitions
    
    
    2,070
    
    
    
    --
    
    
    
    50
    
    
    
    2,120Balance as of March 31, 2008
    
    $
    502,517
    
    
    $
    82,022
    
    
    $
    2,317
    
    
    $
    586,856Currency translation
    
    
    (35)
    
    
    
    (17,350)
    
    
    
    (311)
    
    
    
    (17,696)Current period acquisitions (Note 9)
    
    
    50,975
    
    
    
    --
    
    
    
    --
    
    
    
    50,975Prior period acquisitions
    
    
    1,813
    
    
    
    --
    
    
    
    --
    
    
    
    1,813Balance as of March 31, 2009
    
    $
    555,270
    
    
    $
    64,672
    
    
    $
    2,006
    
    
    $
    621,948
 Note 6: Intangible Assets
  March 31,2009
    
    
    2008Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accum.
    
    
    Carrying
    
    
    Carrying
    
    
    Accum.
    
    
    CarryingAmount
    
    
    Amort.
    
    
    Amount
    
    
    Amount
    
    
    Amort.
    
    
    AmountDefinite-livedNon-compete agreements
    
    $
    15,115
    
    
    $
    6,517
    
    
    $
    8,598
    
    
    $
    9,776
    
    
    $
    4,991
    
    
    $
    4,785Customer relationships
    
    
    120,077
    
    
    
    14,966
    
    
    
    105,111
    
    
    
    75,526
    
    
    
    8,195
    
    
    
    67,331Acquired backlog
    
    
    14,230
    
    
    
    12,883
    
    
    
    1,347
    
    
    
    10,862
    
    
    
    10,862
    
    
    
    --Total
    
    $
    149,422
    
    
    $
    34,366
    
    
    $
    115,056
    
    
    $
    96,164
    
    
    $
    24,048
    
    
    $
    72,116Indefinite-livedTrademarks
    
    
    35,992
    
    
    
    8,253
    
    
    
    27,739
    
    
    
    35,992
    
    
    
    8,253
    
    
    
    27,739Total
    
    $
    185,414
    
    
    $
    42,619
    
    
    $
    142,795
    
    
    $
    132,156
    
    
    $
    32,301
    
    
    $
    99,855
   44




---



##### Table of Contents



Non-Competes
    
    
    CustomerTrademarks
    
    
    and Backlog
    
    
    Relationships
    
    
    TotalBalance at March 31, 2007
    
    $
    27,739
    
    
    $
    5,519
    
    
    $
    68,016
    
    
    $
    101,274Amortization expense
    
    
    --
    
    
    
    (2,457)
    
    
    
    (4,222)
    
    
    
    (6,679)Currency translation
    
    
    --
    
    
    
    42
    
    
    
    --
    
    
    
    42Current period acquisitions (Note 9)
    
    
    --
    
    
    
    795
    
    
    
    6,588
    
    
    
    7,383Prior period acquisitions
    
    
    --
    
    
    
    886
    
    
    
    (3,051)
    
    
    
    (2,165)Balance at March 31, 2008
    
    $
    27,739
    
    
    $
    4,785
    
    
    $
    67,331
    
    
    $
    99,855Amortization expense
    
    
    --
    
    
    
    (4,019)
    
    
    
    (6,771)
    
    
    
    (10,790)Currency translation
    
    
    --
    
    
    
    (62)
    
    
    
    --
    
    
    
    (62)Current period acquisitions (Note 9)
    
    
    --
    
    
    
    9,953
    
    
    
    47,815
    
    
    
    57,768Prior period acquisitions
    
    
    --
    
    
    
    (712)
    
    
    
    (3,264)
    
    
    
    (3,976)Balance at March 31, 2009
    
    $
    27,739
    
    
    $
    9,945
    
    
    $
    105,111
    
    
    $
    142,795
 see
  Fiscal2010
    
    $
    13,4862011
    
    
    11,4912012
    
    
    11,0222013
    
    
    9,7392014
    
    
    8,146Thereafter
    
    
    61,172Total
    
    $
    115,056
 Note 7: Indebtedness
  March 31,2009
    
    
    2008Revolving credit agreement
    
    $
    247,650
    
    
    $
    194,470Capital lease obligations
    
    
    2,908
    
    
    
    2,261Other
    
    
    99
    
    
    
    562Total debt
    
    $
    250,657
    
    
    $
    197,293Less: current portion (included in Other liabilities)
    
    
    (1,397)
    
    
    
    (1,389)Long-term debt
    
    $
    249,260
    
    
    $
    195,904
 45




---



##### Table of Contents



Revolving Credit Agreement
    Capital lease obligations
 Other
 Unused available borrowings
  Fiscal2010
    
    $
    1,3972011
    
    
    8062012
    
    
    5312013
    
    
    247,9022014
    
    
    21Total
    
    $
    250,657
 46




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##### Table of Contents



Note 8: Derivative Instruments and Hedging Activities
  Foreign Currency Contracts:
 Interest-rate Swap:
  Asset Derivatives
    
    
    Liability DerivativesFair
    
    
    Fair
    
    
    Fair
    
    
    FairValue at
    
    
    Value at
    
    
    Value
    
    
    ValueMarch
    
    
    March
    
    
    March
    
    
    MarchClassification
    
    31, 2009
    
    
    31, 2008
    
    
    31, 2009
    
    
    31, 2008Derivatives designated as
hedging instruments under
SFAS 133Foreign currency contracts
    
    Other liabilities
    
    $
    --
    
    
    $
    --
    
    
    $
    1,872
    
    
    $
    1,181(short-term)Foreign currency contracts
    
    Prepaid and other current
    
    $
    923
    
    
    $
    2,511
    
    
    $
    --
    
    
    $
    --assetsDerivatives not designated
as hedging instruments
under SFAS 133Interest-rate swap
    
    Other Liabilities
    
    $
    --
    
    
    $
    --
    
    
    $
    5,336
    
    
    $
    6,311(short-term)
 Year Ended March 31,Classification
    
    2009
    
    
    2008
    
    
    2007Derivatives
designated as
hedging instruments
under SFAS 133Gain (loss)
recognized in
Comprehensive
income on
(effective
portion)  net of
taxes
    
    Other comprehensive
 income
    
    $
    470
    
    
    $
    (262)
    
    
    $
    (111)Gain (loss)
reclassified from
AOCI into income
(effective
portion)  net of
taxes
    
    Selling, general & 
administrative expenses
    
    $
    339
    
    
    $
    181
    
    
    $
    654
 47




---



##### Table of Contents



Year Ended March 31,Classification
    
    
    2009
    
    
    2008
    
    
    2007Derivatives not designated as
hedging instruments under SFAS
133Gain (loss) recognized in income
    
    Interest expense 
(income), net
    
    $
    974
    
    
    $
    (4,576)
    
    
    $
    (1,734)
 Note 9: Acquisitions
 Fiscal 2009 acquisitions:
        Fiscal 2008
  48




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##### Table of Contents



Fiscal 2007
     April 30, 2006Current assets, primarily consisting of accounts receivable and inventories
    
    $
    90,448Property, plant and equipment
    
    
    9,996Other non-current assets
    
    
    19,623Intangible assets
    
    
    24,100Goodwill
    
    
    73,995Total assets acquired
    
    $
    218,162Current liabilities, primarily consisting of deferred revenue,
restructuring reserve and accrued expenses
    
    $
    113,705Other non-current liabilities, primarily consisting of restructuring reserve
    
    
    23,734Total liabilities acquired
    
    $
    137,439Net assets acquired
    
    $
    80,723
  April 30, 2006Backlog
    
    $
    6,700Customer relationships and contracts
    
    
    17,400Total intangible assets*
    
    $
    24,100
  see
 49




---



##### Table of Contents



.
 see
 Note 10: Restructuring
    Employee Severance
    
    
    Facility Closures
    
    
    TotalBalance at March 31, 2007
    
    $
    3,006
    
    
    $
    16,422
    
    
    $
    19,428Restructuring charge
    
    
    5,628
    
    
    
    1,220
    
    
    
    6,848Asset write-downs
    
    
    --
    
    
    
    (411)
    
    
    
    (411)Cash expenditures
    
    
    (6,196)
    
    
    
    (7,077)
    
    
    
    (13,273)Balance at March 31, 2008
    
    $
    2,438
    
    
    $
    10,154
    
    
    $
    12,592Restructuring charge
    
    
    7,596
    
    
    
    2,070
    
    
    
    9,666Acquisition adjustments
    
    
    264
    
    
    
    --
    
    
    
    264Asset write-downs
    
    
    --
    
    
    
    (67)
    
    
    
    (67)Cash expenditures
    
    
    (6,133)
    
    
    
    (5,808)
    
    
    
    (11,941)Balance at March 31, 2009
    
    $
    4,165
    
    
    $
    6,349
    
    
    $
    10,514
  Note 11: Operating Leases
   50




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##### Table of Contents



Fiscal2010
    
    $
    18,2262011
    
    
    13,3242012
    
    
    8,6212013
    
    
    2,8692014
    
    
    1,813Thereafter
    
    
    1,570Total minimum lease payments
    
    $
    46,423
  Note 12: Income Taxes
  Fiscal2009
    
    
    2008
    
    
    2007Domestic
    
    $
    46,885
    
    
    $
    31,767
    
    
    $
    27,523Foreign
    
    
    22,278
    
    
    
    31,764
    
    
    
    27,377Consolidated
    
    $
    69,163
    
    
    $
    63,531
    
    
    $
    54,900
  Fiscal2009
    
    
    2008
    
    
    2007Current:Federal
    
    $
    10,238
    
    
    $
    10,205
    
    
    $
    12,598State
    
    
    2,546
    
    
    
    1,914
    
    
    
    1,363Foreign
    
    
    4,298
    
    
    
    6,585
    
    
    
    4,384Total current
    
    
    17,082
    
    
    
    18,704
    
    
    
    18,345Deferred
    
    
    6,772
    
    
    
    5,594
    
    
    
    946Total provision for income taxes
    
    $
    23,854
    
    
    $
    24,298
    
    
    $
    19,291
  Fiscal2009
    
    
    2008
    
    
    2007Federal statutory tax rate
    
    
    35.0%
    
    
    
    35.0%
    
    
    
    35.0%Foreign taxes, net of foreign tax credits
    
    
    (0.9)
    
    
    
    (1.8)
    
    
    
    (1.3)Effect of permanent book / tax differences
    
    
    (0.1)
    
    
    
    (0.4)
    
    
    
    (0.1)State income taxes, net of federal benefit
    
    
    3.2
    
    
    
    2.4
    
    
    
    1.8Valuation allowance
    
    
    2.5
    
    
    
    1.4
    
    
    
    0.9Reversal of
section 162(m) accrual (see below for definition)
    
    
    (5.2)
    
    
    
    --
    
    
    
    --Other, net
    
    
    --
    
    
    
    1.6
    
    
    
    (1.2)Effective tax rate
    
    
    34.5%
    
    
    
    38.2%
    
    
    
    35.1%
 51




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##### Table of Contents



March 31,2009
    
    
    2008Deferred Tax Liabilities:Tradename and trademarks
    
    $
    10,411
    
    
    $
    10,140Amortization of intangibles
    
    
    33,661
    
    
    
    14,107Unremitted earnings of foreign subsidiaries
    
    
    2,757
    
    
    
    3,460Foreign exchange
    
    
    43
    
    
    
    --Other
    
    
    66
    
    
    
    82Other prepaid items
    
    
    206
    
    
    
    298Gross deferred tax liabilities
    
    
    47,144
    
    
    
    28,087Deferred Tax Assets:Net operating losses
    
    
    22,549
    
    
    
    11,741Restructuring reserves
    
    
    5,955
    
    
    
    6,039Basis of fixed assets
    
    
    764
    
    
    
    493Outsourced leases
    
    
    326
    
    
    
    230Basis of finished goods inventory
    
    
    9,269
    
    
    
    8,359Reserve for bad debts
    
    
    1,581
    
    
    
    4,608Miscellaneous accrued expenses
    
    
    8,352
    
    
    
    6,086Foreign tax credit carry-forwards
    
    
    2,671
    
    
    
    2,569Accrued employee costs
    
    
    3,965
    
    
    
    1,521Foreign exchange
    
    
    --
    
    
    
    47Unexercised stock options
    
    
    8,680
    
    
    
    9,723Gross deferred tax assets
    
    
    64,112
    
    
    
    51,416Valuation allowance
    
    
    (4,081)
    
    
    
    (2,373)Net deferred tax assets
    
    
    60,031
    
    
    
    49,043Net deferred tax assets/(liabilities)
    
    $
    12,887
    
    
    $
    20,956
 
     52




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##### Table of Contents



Balance at April 1, 2007
    
    $
    6,974Additions for tax positions related to the current year
    
    
    90Additions for tax positions related to prior years
    
    
    362Reductions for tax positions related to prior years
    
    
    (86)Settlements
    
    
    --Balance at March 31, 2008
    
    $
    7,340Additions for tax positions related to the current year
    
    
    396Additions for tax positions related to prior years
    
    
    312Reductions for tax positions related to prior years
    
    
    (675)Settlements
    
    
    (298
    )Balance at March 31, 2009
    
    $
    7,075
 Accounting for Stock Issued to Employees
  Note 13: Incentive Compensation Plans
 Performance Bonus
 Profit Sharing and Savings Plan (the savings plans)
 53




---



##### Table of Contents



Stock-based compensation plans
     Shares in thousands
    
    SharesShares initially authorized under the Incentive Plan
    
    900Number of shares that were available for the grant of stock options
under the Employee Plan and the Director Plan on August 12, 2008, the
Effective Date
    
    888Number of shares subject to stock options outstanding under the Employee
Plan and the Director Plan on August 12, 2008, the Effective Date, that
were forfeited or cancelled, prior to exercise, through March 31, 2009
    
    307Shares authorized for grant under the Incentive Plan as of March 31, 2009
    
    2,095Shares available for grant under the Incentive Plan as of March 31, 2009
    
    2,086
  54




---



##### Table of Contents



Fiscal2009
    
    
    2008
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExercisePrice (per
    
    
    
    
    
    
    Price (per
    
    
    
    
    
    
    Price (perShares in thousands
    
    Shares
    
    
    share)
    
    
    Shares
    
    
    share)
    
    
    Shares
    
    
    share)Outstanding at March 31, 2008
    
    
    2,584
    
    
    $
    40.27
    
    
    
    4,621
    
    
    $
    38.66
    
    
    
    5,055
    
    
    $
    38.28Granted
    
    
    1,083
    
    
    
    28.87
    
    
    
    627
    
    
    
    40.13
    
    
    
    70
    
    
    
    39.12Exercised
    
    
    (17)
    
    
    
    32.00
    
    
    
    (179)
    
    
    
    32.81
    
    
    
    (435)
    
    
    
    34.42Forfeited or cancelled
    
    
    (341)
    
    
    
    41.61
    
    
    
    (2,485)
    
    
    
    38.17
    
    
    
    (69)
    
    
    
    38.71Outstanding at March 31, 2009
    
    
    3,309
    
    
    $
    36.45
    
    
    
    2,584
    
    
    $
    40.27
    
    
    
    4,621
    
    
    $
    38.66Exercisable at March 31, 2009
    
    
    2,220
    
    
    $
    40.07
    
    
    
    2,499
    
    
    $
    40.39
    
    
    
    4,131
    
    
    $
    39.12Weighted-average fair value
of options granted during
the period
    
    
    
    
    
    $
    8.68
    
    
    
    
    
    
    $
    7.70
    
    
    
    
    
    
    $
    17.88
  Fiscal2009
    
    
    2008
    
    
    2007Expected life (in years)
    
    
    4.8
    
    
    
    3.8
    
    
    
    5.7Risk free interest rate
    
    
    3.4%
    
    
    
    4.0%
    
    
    
    4.2%Annual forfeiture rate
    
    
    2.4%
    
    
    
    0.0%
    
    
    
    1.5%Volatility
    
    
    30.5%
    
    
    
    29.4%
    
    
    
    45.5%Dividend yield
    
    
    0.7%
    
    
    
    0.6%
    
    
    
    0.6%
  Number of
    
    
    Weighted-Shares (in
    
    
    Average Grant-Shares in thousands
    
    000s)
    
    
    Date Fair ValueNon-vested as of March 31, 2007
    
    
    490
    $
    

    
    19.29Granted
    
    
    --
    
    
    
    --Forfeited
    
    
    (308)
    
    
    
    20.08Vested
    
    
    (97)
    
    
    
    17.60Non-vested as of March 31, 2008
    
    
    85
    
    
    
    18.35Granted
    
    
    1,083
    
    
    
    8.68Forfeited
    
    
    (65)
    
    
    
    18.48Vested
    
    
    (14)
    
    
    
    8.89Non-vested as of March 31, 2009
    
    
    1,089
    
    
    
    8.85
 Remedial Measures  See
 55




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average
    
    
    Weighted-
    
    
    
    
    
    
    
    
    
    
    average
    
    
    Weighted-Remaining
    
    
    average
    
    
    Intrinsic
    
    
    
    
    
    
    Remaining
    
    
    average
    
    
    IntrinsicRange of
    
    
    Shares
    
    
    Contractual
    
    
    Exercise
    
    
    Value
    
    
    
    Shares
    
    
    Contractual
    
    
    Exercise
    
    
    ValueExercise Prices
    
    
    (000s)
    
    
    Life (Years)
    
    
    Price
    
    

    (000s)
    
    
    
    (000s)
    
    
    Life (Years)
    
    
    Price
    
    
    (000s)$26.60 - $33.25
    
    
    1,100
    
    
    
    9.0
    
    
    
    $ 28.88
    
    
    
    $ --
    
    
    
    31
    
    
    
    3.8
    
    
    
    $ 29.31
    
    
    
    $ --$33.25 - $39.90
    
    
    1,192
    
    
    
    6.2
    
    
    
    38.06
    
    
    
    --
    
    
    
    1,172
    
    
    
    6.1
    
    
    
    38.04
    
    
    
    --$39.90 - $46.55
    
    
    983
    
    
    
    2.7
    
    
    
    42.32
    
    
    
    --
    
    
    
    983
    
    
    
    2.7
    
    
    
    42.32
    
    
    
    --$46.55 - $53.20
    
    
    15
    
    
    
    1.8
    
    
    
    50.72
    
    
    
    --
    
    
    
    15
    
    
    
    1.8
    
    
    
    50.72
    
    
    
    --$53.20 - $59.85
    
    
    17
    
    
    
    1.1
    
    
    
    58.15
    
    
    
    --
    
    
    
    17
    
    
    
    1.1
    
    
    
    58.15
    
    
    
    --$59.85 - $66.50
    
    
    2
    
    
    
    0.7
    
    
    
    63.22
    
    
    
    --
    
    
    
    2
    
    
    
    0.7
    
    
    
    63.22
    
    
    
    --$26.60 - $66.50
    
    
    3,309
    
    
    
    6.0
    
    
    
    $ 36.45
    
    
    
    $ --
    
    
    
    2,220
    
    
    
    4.5
    
    
    
    $ 40.07
    
    
    
    $ --
 i.e.
 Section 409A Remedial Measures and Other Potential Section 409A Payments  i.e.
  56




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Share-Based Payment
     57




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##### Table of Contents



Note 14: Earnings Per Share
  Fiscal2009
    
    
    2008
    
    
    2007Net income
    
    $
    45,309
    
    
    $
    39,233
    
    
    $
    35,609Weighted-average common shares outstanding (basic)
    
    
    17,527
    
    
    
    17,605
    
    
    
    17,512Effect of dilutive securities from employee stock options
    
    
    --
    
    
    
    48
    
    
    
    296Weighted-average common shares outstanding (diluted)
    
    
    17,527
    
    
    
    17,653
    
    
    
    17,808Basic earnings per common share
    
    $
    2.59
    
    
    $
    2.23
    
    
    $
    2.03Dilutive earnings per common share
    
    $
    2.59
    
    
    $
    2.22
    
    
    $
    2.00
  Note 15: Repurchase of Common Stock
 Fiscal 2009
 Fiscal 2008
 Fiscal 2007
  58




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##### Table of Contents



Note 16: Fair Value Disclosures
  Assets at Fair Value as of March 31, 2009Level 1

    
    Level 2

    
    Level 3

    
    TotalForeign currency contracts
    
    $
    --
    
    
    $
    923
    
    
    $
    --
    
    
    $
    923Liabilities at Fair Value as of March 31, 2009Level 1

    
    Level 2
    
    Level 3
    
    TotalForeign currency contracts
    
    $
    --
    
    
    $
    1,872
    
    
    $
    --
    
    
    $
    1,872Interest-rate swap
    
    
    --
    
    
    
    5,336
    
    
    
    --
    
    
    
    5,336Total
    
    $
    --
    
    
    $
    7,208
    
    
    $
    --
    
    
    $
    7,208
 Note 17: Commitments and Contingencies
 Regulatory Matters
  See
   ,
 59




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##### Table of Contents



Litigation Matters  In re Black Box Corporation Derivative
Litigation
   Expenses Incurred by the Company  See
 Product Warranties
  60




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##### Table of Contents



Note 18: Segment Reporting
   Fiscal2009

    
    2008

    
    2007North AmericaRevenues
    
    $
    838,871
    
    
    $
    837,402
    
    
    $
    850,088Operating income
    
    
    61,651
    
    
    
    57,964
    
    
    
    49,481Depreciation
    
    
    9,378
    
    
    
    10,500
    
    
    
    11,742Intangibles amortization
    
    
    10,715
    
    
    
    6,579
    
    
    
    10,156Segment assets (as of March 31)
    
    
    1,060,491
    
    
    
    962,729
    
    
    
    1,007,695EuropeRevenues
    
    $
    121,839
    
    
    $
    138,927
    
    
    $
    129,278Operating income
    
    
    12,548
    
    
    
    19,278
    
    
    
    16,442Depreciation
    
    
    420
    
    
    
    447
    
    
    
    498Intangibles amortization
    
    
    59
    
    
    
    64
    
    
    
    91Segment assets (as of March 31)
    
    
    125,781
    
    
    
    159,661
    
    
    
    139,531All OtherRevenues
    
    $
    38,838
    
    
    $
    40,413
    
    
    $
    36,944Operating income
    
    
    5,804
    
    
    
    7,390
    
    
    
    7,426Depreciation
    
    
    134
    
    
    
    111
    
    
    
    85Intangibles amortization
    
    
    16
    
    
    
    36
    
    
    
    38Segment assets (as of March 31)
    
    
    18,291
    
    
    
    21,519
    
    
    
    17,318The sum of the segment revenues, operating income, depreciation and intangibles amortization equals
the consolidated revenues, operating income, depreciation and intangibles amortization. The
following reconciles segment assets to total consolidated assets:March 31,2009
    
    
    2008
    
    
    2007Segment assets for North America, Europe and All Other
    
    $
    1,204,563
    
    
    $
    1,143,909
    
    
    $
    1,164,544Corporate eliminations
    
    
    (68,075)
    
    
    
    (70,058)
    
    
    
    (74,453)Total consolidated assets
    
    $
    1,136,488
    
    
    $
    1,073,851
    
    
    $
    1,090,091
 61




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##### Table of Contents



Fiscal2009

    
    2008

    
    2007Data ServicesRevenues
    
    $
    191,436
    
    
    $
    194,454
    
    
    $
    182,129Gross profit
    
    
    55,407
    
    
    
    57,747
    
    
    
    55,598Voice ServicesRevenues
    
    $
    598,319
    
    
    $
    586,974
    
    
    $
    611,278Gross profit
    
    
    200,541
    
    
    
    195,570
    
    
    
    209,268Hotline ServicesRevenues
    
    $
    209,793
    
    
    $
    235,314
    
    
    $
    222,903Gross profit
    
    
    101,232
    
    
    
    113,303
    
    
    
    109,123
  62




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##### Table of Contents



Note 19: Quarterly Data (Unaudited)
 Fiscal 2009 (Unaudited)1Q09
    
    
    2Q09
    
    
    3Q09
    
    
    4Q09
    
    
    FY09RevenuesHotline products
    
    $
    55,639
    
    
    $
    56,819
    
    
    $
    51,550
    
    
    $
    45,785
    
    
    $
    209,793On-Site services
    
    
    186,914
    
    
    
    196,991
    
    
    
    210,303
    
    
    
    195,547
    
    
    
    789,755Total
    
    
    242,553
    
    
    
    253,810
    
    
    
    261,853
    
    
    
    241,332
    
    
    
    999,548Cost of salesHotline products
    
    
    27,982
    
    
    
    28,917
    
    
    
    27,380
    
    
    
    24,282
    
    
    
    108,561On-Site services
    
    
    126,429
    
    
    
    131,836
    
    
    
    143,555
    
    
    
    131,987
    
    
    
    533,807Total
    
    
    154,411
    
    
    
    160,753
    
    
    
    170,935
    
    
    
    156,269
    
    
    
    642,368Gross profit
    
    
    88,142
    
    
    
    93,057
    
    
    
    90,918
    
    
    
    85,063
    
    
    
    357,180Selling, general &
administrative expenses
    
    
    66,468
    
    
    
    65,729
    
    
    
    66,085
    
    
    
    68,105
    
    
    
    266,387Intangibles amortization
    
    
    1,826
    
    
    
    1,900
    
    
    
    3,261
    
    
    
    3,803
    
    
    
    10,790Operating income
    
    
    19,848
    
    
    
    25,428
    
    
    
    21,572
    
    
    
    13,155
    
    
    
    80,003Interest expense (income), net
    
    
    (265
    )
    
    
    2,648
    
    
    
    5,722
    
    
    
    2,174
    
    
    
    10,279Other expenses (income), net
    
    
    (96
    )
    
    
    263
    
    
    
    376
    
    
    
    18
    
    
    
    561Income before provision for
income taxes
    
    
    20,209
    
    
    
    22,517
    
    
    
    15,474
    
    
    
    10,963
    
    
    
    69,163Provision for income taxes
    
    
    7,376
    
    
    
    8,218
    
    
    
    5,647
    
    
    
    2,613
    
    
    
    23,854Net income
    
    $
    12,833
    
    
    $
    14,299
    
    
    $
    9,827
    
    
    $
    8,350
    
    
    $
    45,309Earnings per common shareBasic
    
    $
    0.73
    
    
    $
    0.82
    
    
    $
    0.56
    
    
    $
    0.48
    
    
    $
    2.59Diluted
    
    $
    0.73
    
    
    $
    0.82
    
    
    $
    0.56
    
    
    $
    0.48
    
    
    $
    2.59
 63




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##### Table of Contents



Fiscal 2008 (Unaudited)1Q08
    
    
    2Q08
    
    
    3Q08
    
    
    4Q08
    
    
    FY08RevenuesHotline products
    
    $
    56,139
    
    
    $
    59,619
    
    
    $
    59,269
    
    
    $
    60,287
    
    
    $
    235,314On-Site services
    
    
    196,152
    
    
    
    201,011
    
    
    
    199,055
    
    
    
    185,210
    
    
    
    781,428Total
    
    
    252,291
    
    
    
    260,630
    
    
    
    258,324
    
    
    
    245,497
    
    
    
    1,016,742Cost of salesHotline products
    
    
    29,362
    
    
    
    31,457
    
    
    
    30,891
    
    
    
    30,301
    
    
    
    122,011On-Site services
    
    
    131,699
    
    
    
    136,884
    
    
    
    133,312
    
    
    
    126,216
    
    
    
    528,111Total
    
    
    161,061
    
    
    
    168,341
    
    
    
    164,203
    
    
    
    156,517
    
    
    
    650,122Gross profit
    
    
    91,230
    
    
    
    92,289
    
    
    
    94,121
    
    
    
    88,980
    
    
    
    366,620Selling, general &
administrative expenses
    
    
    72,743
    
    
    
    66,784
    
    
    
    68,522
    
    
    
    67,260
    
    
    
    275,309Intangibles amortization
    
    
    2,318
    
    
    
    1,344
    
    
    
    1,382
    
    
    
    1,635
    
    
    
    6,679Operating income
    
    
    16,169
    
    
    
    24,161
    
    
    
    24,217
    
    
    
    20,085
    
    
    
    84,632Interest expense (income), net
    
    
    3,280
    
    
    
    6,143
    
    
    
    5,780
    
    
    
    6,095
    
    
    
    21,298Other expenses (income), net
    
    
    (67)
    
    
    
    (73)
    
    
    
    (16)
    
    
    
    (41)
    
    
    
    (197)Income before provision for
income taxes
    
    
    12,956
    
    
    
    18,091
    
    
    
    18,453
    
    
    
    14,031
    
    
    
    63,531Provision for income taxes
    
    
    4,768
    
    
    
    6,781
    
    
    
    7,112
    
    
    
    5,637
    
    
    
    24,298Net income
    
    $
    8,188
    
    
    $
    11,310
    
    
    $
    11,341
    
    
    $
    8,394
    
    
    $
    39,233Earnings per common shareBasic
    
    $
    0.47
    
    
    $
    0.64
    
    
    $
    0.64
    
    
    $
    0.48
    
    
    $
    2.23Diluted
    
    $
    0.46
    
    
    $
    0.64
    
    
    $
    0.64
    
    
    $
    0.48
    
    
    $
    2.22
 
 Item  9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
  
 Item 9A. Controls and Procedures.
 Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
 64




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
 Excluded Acquired Companies
  Changes in Internal Control Over Financial Reporting
 Limitations on the Effectiveness of Controls
 65




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##### Table of Contents



Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
 
 Internal Control  Integrated Framework
       
 66




---



##### Table of Contents



Item 9B. Other Information.
  67




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
   
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners And Management And Related Stockholder Matters.
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accounting Fees and Services.
  68




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  (a)
    
    Documents filed as part of this report(1)
    
    Financial Statements - no financial statements have been filed in this Form 10-K other than
those in Item 8(2)
    
    Financial Statement ScheduleSchedule II - Valuation and Qualifying Accounts(3)
    
    Exhibits
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, 
Inc. (1)2.2
    
    Tender and Voting Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, 
Inc. (1)2.3
    
    Stock Option Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.4
    
    Interest Purchase Agreement by and between Platinum Equity, LLC and the Company dated as of
April 10, 2006 (2)2.5
    
    Amendment to the Interest Purchase Agreement by and between Platinum Equity, LLC and the
Company dated as of 
April 30, 2006(3)3(i)
    
    Second Restated Certificate of Incorporation of the Company, as amended (4)3(ii)
    
    Amended and Restated By-laws of the Company, as amended (5)10.1
    
    Second Amended and Restated Credit Agreement, dated as of January 24, 2005, by and among
Black Box Corporation of Pennsylvania and SF Acquisition Co., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(6)10.2
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (7)10.3
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Guarantors,
the Lenders and Citizens Bank of Pennsylvania (7)10.4
    
    First Amendment to the Second Amended and Restated Credit Agreement, dated as of February 17,
2005, by and among Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (8)10.5
    
    Second Amendment to the Second Amended and Restated Credit Agreement, dated as of March 28,
2006, by and among Black Box Corporation of Pennsylvania and Norstan Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (3)10.6
    
    Waiver Letter dated February 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)
 69




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##### Table of Contents



10.7
    
    Waiver Letter dated May 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.8
    
    Waiver Letter dated June 11, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.9
    
    Waiver Letter dated July 25, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers,
the Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (10)10.10
    
    Third Amended and Restated Credit Agreement, dated as of January 30, 2008, by and among
Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(11)10.11
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (12)10.12
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the
Guarantors, the Lenders and Citizens Bank of Pennsylvania (12)10.13
    
    Agreement between the Company and Francis W. Wertheimber (13)10.14
    
    Amended and Restated Agreement between the Company and Michael McAndrew (14)10.15
    
    Amended and Restated Agreement between the Company and R. Terry Blakemore (15)10.16
    
    1992 Stock Option Plan, as amended through August 9, 2007 (16)10.17
    
    1992 Director Stock Option Plan, as amended through August 9, 2007 (16)10.18
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect prior to August 10, 2004)
(13)10.19
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect as of August 10, 2004) (13)10.20
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock Option Plan; form of agreement in effect as of October 31, 2005)
(17)10.21
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan) (13)10.22
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan; form of agreement in effect as of October 31, 2005) (17)10.23
    
    Description of Fiscal 2009 Annual Incentive Plan (18)10.24
    
    Form of 2008 Long-Term Incentive Cash Award Agreement for Fiscal 2009 (18)10.25
    
    2008 Long-Term Incentive Plan (19)10.26
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 2008
Long-Term Incentive Plan) (14)10.27
    
    Summary of Director Compensation (20)21.1
    
    Subsidiaries of the Registrant (20)23.1
    
    Consent of Independent Registered Accounting Firm (20)
 70




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31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(20)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(20)32.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (20)(1)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on December 23, 2004, and incorporated herein by reference.(2)
    
    Filed as Exhibit 2.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on April 13, 2006, and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on May 4, 2006, and incorporated herein by reference.(4)
    
    Filed as Exhibit 3(i) to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 14, 2000, and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on June 14, 2004, and incorporated herein by reference.(6)
    
    Filed as Exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by the Company
and SF Acquisition Co. on January 26, 2005, and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file number
0-18706, filed with the SEC on February 10, 2005, and incorporated herein by reference.(8)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on February 23, 2005, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file number
0-18706, filed with the SEC on July 23, 2007, and incorporated herein by reference.(10)
    
    Filed as Exhibit 10.9 to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on August 13, 2007, and incorporated herein by reference.(11)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on February 5, 2008, and incorporated herein by reference.(12)
    
    Filed as an exhibit to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on May 30, 2008, and incorporated herein by reference.(13)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 12, 2004, and incorporated herein by reference.(14)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on February 5, 2009, and incorporated herein by reference.(15)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on October 18, 2007, and incorporated herein by reference.(16)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on August 16, 2007, and incorporated herein by reference.
 71




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##### Table of Contents



(17)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 10, 2005, and incorporated herein by reference.(18)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on August 7, 2008, and incorporated herein by reference.(19)
    
    Filed as Exhibit I to the Proxy Statement for the 2008 Annual Meeting of
Stockholders filed on Schedule 14A, file number 0-18706, filed with the SEC on June 26, 2008.(20)
    
    Filed herewith.
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##### Table of Contents



SIGNATURES
  BLACK BOX CORPORATIONDated: May 29, 2009/s/ Michael McAndrewMichael McAndrew, Vice President,
Chief Financial Officer, Treasurer,Secretary and Principal Accounting Officer
  Signatures
    
    Capacity
    

Date/s/ WILLIAM F. ANDREWS
    
    Director
    
    May 29, 2009William F. Andrews/s/ RICHARD L. CROUCH
    
    Director
    
    May 29, 2009Richard L. Crouch/s/ THOMAS W. GOLONSKI
    
    Director
    
    May 29, 2009Thomas W. Golonski/s/ THOMAS G. GREIG
    
    Director and Chairman of the Board
    
    May 29, 2009Thomas G. Greig/s/ EDWARD A. NICHOLSON
    
    Director
    
    May 29, 2009Edward A. Nicholson/s/ R. TERRY BLAKEMORE
    
    Director, President and Chief Executive Officer
    
    May 29, 2009R. Terry Blakemore/s/ MICHAEL MCANDREW
    
    Vice President, Chief Financial Officer,
Treasurer, Secretary and Principal
Accounting
Officer
    
    May 29, 2009Michael McAndrew
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##### Table of Contents



BLACK BOX CORPORATION
 Valuation and Qualifying Accounts
 Balance at
    
    
    Additions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charged
    
    
    Additions
    
    
    Reductions
    
    
    
    
    
    
    at Endof
    
    
    to
    
    
    from
    
    
    from
    
    
    
    
    
    
    ofDescription
    
    Period
    
    
    Expenses
    
    
    Acquisitions
    
    
    Reserves
    
    
    Other
    
    
    PeriodYear Ended March
31, 2009Inventory reserves
    
    $
    20,373
    
    
    $
    2,896
    
    
    $
    1,199
    
    
    $
    (4,178)
    
    
    $
    --
    
    
    $
    20,290Allowance for
doubtful
accounts/sales
returns
    
    
    12,612
    
    
    
    4,336
    
    
    
    203
    
    
    
    (7,217)
    
    
    
    --
    
    
    
    9,934Restructuring
reserve
    
    
    12,592
    
    
    
    9,666
    
    
    
    --
    
    
    
    (11,941)
    
    
    
    197
    
    
    
    10,514Year Ended March
31, 2008Inventory reserves
    
    $
    22,761
    
    
    $
    3,258
    
    
    $
    160
    
    
    $
    (5,806)
    
    
    $
    --
    
    
    $
    20,373Allowance for
doubtful
accounts/sales
returns
    
    
    14,253
    
    
    
    7,509
    
    
    
    90
    
    
    
    (9,240)
    
    
    
    --
    
    
    
    12,612Restructuring
reserve
    
    
    19,428
    
    
    
    6,848
    
    
    
    --
    
    
    
    (13,684)
    
    
    
    --
    
    
    
    12,592Year Ended March
31, 2007Inventory reserves
    
    $
    14,287
    
    
    $
    3,036
    
    
    $
    12,735
    
    
    $
    (7,297)
    
    
    $
    --
    
    
    $
    22,761Allowance for
doubtful
accounts/sales
returns
    
    
    9,517
    
    
    
    8,710
    
    
    
    5,423
    
    
    
    (9,397)
    
    
    
    --
    
    
    
    14,253Restructuring
reserve
    
    
    10,698
    
    
    
    --
    
    
    
    27,034
    
    
    
    (18,304)
    
    
    
    --
    
    
    
    19,428
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.2
    
    Tender and Voting Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, 
Inc. (1)2.3
    
    Stock Option Agreement, dated as of December 20, 2004, by and among the Company, SF
Acquisition Co. and Norstan, Inc. (1)2.4
    
    Interest Purchase Agreement by and between Platinum Equity, LLC and the Company dated as of
April 10, 2006 (2)2.5
    
    Amendment to the Interest Purchase Agreement by and between Platinum Equity, LLC and the
Company dated as of 
April 30, 2006(3)3(i)
    
    Second Restated Certificate of Incorporation of the Company, as amended (4)3(ii)
    
    Amended and Restated By-laws of the Company, as amended (5)10.1
    
    Second Amended and Restated Credit Agreement, dated as of January 24, 2005, by and among
Black Box Corporation of Pennsylvania and SF Acquisition Co., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(6)10.2
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (7)10.3
    
    Guaranty and Suretyship Agreement, dated as of January 24, 2005, by and among the Guarantors,
the Lenders and Citizens Bank of Pennsylvania (7)10.4
    
    First Amendment to the Second Amended and Restated Credit Agreement, dated as of February 17,
2005, by and among Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (8)10.5
    
    Second Amendment to the Second Amended and Restated Credit Agreement, dated as of March 28,
2006, by and among Black Box Corporation of Pennsylvania and Norstan Inc., as Borrowers, the
Company, the Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of
Pennsylvania (3)10.6
    
    Waiver Letter dated February 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.7
    
    Waiver Letter dated May 28, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.8
    
    Waiver Letter dated June 11, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (9)10.9
    
    Waiver Letter dated July 25, 2007 by and among Black Box Corporation of Pennsylvania and
Norstan, Inc., as Borrowers, the Company, the Guarantors parties thereto, the Lenders parties
thereto and Citizens Bank of Pennsylvania (10)10.10
    
    Third Amended and Restated Credit Agreement, dated as of January 30, 2008, by and among
Black Box Corporation of Pennsylvania and Norstan, Inc., as Borrowers, the Company, the
Guarantors parties thereto, the Lenders parties thereto and Citizens Bank of Pennsylvania
(11)10.11
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Company,
the Lenders and Citizens Bank of Pennsylvania (12)
 75




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##### Table of Contents



10.12
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the
Guarantors, the Lenders and Citizens Bank of Pennsylvania (12)10.13
    
    Agreement between the Company and Francis W. Wertheimber (13)10.14
    
    Amended and Restated Agreement between the Company and Michael McAndrew (14)10.15
    
    Amended and Restated Agreement between the Company and R. Terry Blakemore (15)10.16
    
    1992 Stock Option Plan, as amended through August 9, 2007 (16)10.17
    
    1992 Director Stock Option Plan, as amended through August 9, 2007 (16)10.18
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992 Director Stock
Option Plan; form of agreement in effect prior to August 10, 2004) (13)10.19
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock
Option Plan; form of agreement in effect as of August 10, 2004) (13)10.20
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Director Stock
Option Plan; form of agreement in effect as of October 31, 2005) (17)10.21
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan) (13)10.22
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992
Stock Option Plan;
form of agreement in effect as of October 31, 2005) (17)10.23
    
    Description of Fiscal 2009 Annual Incentive Plan (18)10.24
    
    Form of 2008 Long-Term Incentive Cash Award Agreement for Fiscal 2009 (18)10.25
    
    2008 Long-Term Incentive Plan (19)10.26
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 2008
Long-Term Incentive Plan) (14)10.27
    
    Summary of Director Compensation (20)21.1
    
    Subsidiaries of the Registrant (20)23.1
    
    Consent of Independent Registered Accounting Firm (20)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(20)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and
Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
(20)32.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) of the Securities and Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (20)(1)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on December 23, 2004, and incorporated herein by reference.(2)
    
    Filed as Exhibit 2.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on April 13, 2006, and incorporated herein by reference.
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##### Table of Contents



(3)
    
    Filed as an exhibit to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on May 4, 2006, and incorporated herein by reference.(4)
    
    Filed as Exhibit 3(i) to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 14, 2000, and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on June 14, 2004, and incorporated herein by reference.(6)
    
    Filed as Exhibit (b)(2) to Amendment No. 4 to the Schedule TO filed by the Company
and SF Acquisition Co. on January 26, 2005, and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file number
0-18706, filed with the SEC on February 10, 2005, and incorporated herein by reference.(8)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on February 23, 2005, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file number
0-18706, filed with the SEC on July 23, 2007, and incorporated herein by reference.(10)
    
    Filed as Exhibit 10.9 to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on August 13, 2007, and incorporated herein by reference.(11)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on February 5, 2008, and incorporated herein by reference.(12)
    
    Filed as an exhibit to the Annual Report on Form 10-K of the Company, file number
0-18706, filed with the SEC on May 30, 2008, and incorporated herein by reference.(13)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 12, 2004, and incorporated herein by reference.(14)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on February 5, 2009, and incorporated herein by reference.(15)
    
    Filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company, file number
0-18706, filed with the SEC on October 18, 2007, and incorporated herein by reference.(16)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on August 16, 2007, and incorporated herein by reference.(17)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on November 10, 2005, and incorporated herein by reference.(18)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company, file
number 0-18706, filed with the SEC on August 7, 2008, and incorporated herein by reference.(19)
    
    Filed as Exhibit I to the Proxy Statement for the 2008 Annual Meeting of
Stockholders filed on Schedule 14A, file number 0-18706, filed with the SEC on June 26, 2008.(20)
    
    Filed herewith.
 77