##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2011ORo
    
    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
    
    95-3086563(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1000 Park Drive, Lawrence, Pennsylvania
    
    15055(Address of principal executive offices)
    
    (Zip Code)
 724-746-5500
   (Title of each class)
    
    (Name of each exchange on which registered)Common Stock, $.001 par value
    
    The NASDAQ Global Market
 None
 o þ
 o þ
 þ o
 o o
 o
 See
  Large accelerated filer o
    
    Accelerated filer þ
    
    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, 2011
INDEX
 PagePART IItem 1.
    
    Business
    
    1Item 1A.
    
    Risk Factors
    
    6Item 1B.
    
    Unresolved Staff Comments
    
    7Item 2.
    
    Properties
    
    7Item 3.
    
    Legal Proceedings
    
    8Item 4.
    
    [Removed and Reserved]
    
    8PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    10Item 6.
    
    Selected Financial Data
    
    11Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    28Item 8.
    
    Financial Statements and Supplementary Data
    
    29Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    60Item 9A.
    
    Controls and Procedures
    
    60Item 9B.
    
    Other Information
    
    63PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    63Item 11.
    
    Executive Compensation
    
    63Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    63Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    63Item 14.
    
    Principal Accounting Fees and Services
    
    63PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    64Signatures
    
    68Exhibit Index
    
    69EX-10.22EX-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. ®  ® ® ® ® ® ® ® ® ® TM ® ® ®
 1




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##### Table of Contents



24/7/365 Technical Support.
 www.blackbox.com Internet Web Site. http://www.blackbox.com.
 Worldwide Coverage.
 Strategic Partnerships with Leading Voice and Data Product Manufacturers.
 Quality Networking Solutions and Comprehensive Warranties. ®
 Brand Name.
 ISO 9001 Certified.
 Proprietary Client List.
 Rapid Order Fulfillment.
 2




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Growth Strategy. ®
 Fiscal 2011:
  Fiscal 2010:
  Fiscal 2009:
      3




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Percent of Consolidated RevenuesService Type
    
    FY11
    
    
    FY10
    
    
    FY09
    
    
    FY08
    
    
    FY07Data Services
    
    
    22
    %
    
    
    19
    %
    
    
    19
    %
    
    
    19
    %
    
    
    18
    %Voice Services
    
    
    60
    %
    
    
    62
    %
    
    
    60
    %
    
    
    58
    %
    
    
    60
    %Hotline Services
    
    
    18
    %
    
    
    19
    %
    
    
    21
    %
    
    
    23
    %
    
    
    22
    %Black Box Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Clients.
 Marketing.
 ® th
 Technical Services.
 Worldwide Headquarters.
 Products. .
 4




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##### Table of Contents



Manufacturers and Suppliers.
  Information Systems.
  Backlog.
 Team Members.
 Financial Information.
 International Revenues.
 Other Information. http://www.blackbox.com.
 5




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##### Table of Contents



Item 1A. Risk Factors.
  We are dependent upon certain key supply chain and distribution agreements.
 We
are dependent upon the demand for our products and services.
 We face intense competition.
 Our financial results are dependent on our economic environments.
 Our revenue is dependent upon repeat client business and generally is not subject to long-term
contracts.
 We are dependent upon the successful integration of acquired businesses.
 We are dependent upon the retention of our key personnel.
 6




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We are dependent upon future mergers and acquisitions for a portion of our growth.
 Our business operations could be disrupted if our information technology systems fail to perform adequately
 A significant part of our business involves public sector clients which provides unique
risks.
 We can provide no assurance that we will continue to have adequate liquidity.
 We are subject to the risks of international operations.
 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.
    7




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Item 3. Legal Proceedings.
 Regulatory Matters
 Litigation Matters
 
 Item 4. [Removed and Reserved].
 Executive Officers of the Registrant
  Name
    
    Age
    
    Position with the CompanyR. Terry Blakemore
    
    
    54
    
    
    President and Chief Executive OfficerMichael McAndrew
    
    
    51
    
    
    Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Principal Accounting OfficerFrancis W. Wertheimber
    
    
    58
    
    
    Senior Vice President  Pacific Rim/Far EastKenneth P. Davis
    
    
    47
    
    
    Vice President - Voice Services North, Europe and Latin America
  R. TERRY BLAKEMORE
 MICHAEL MCANDREW
 FRANCIS W. WERTHEIMBER
 KENNETH P. DAVIS
 8




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Directors of the Registrant
  WILLIAM F. ANDREWS
 R. TERRY BLAKEMORE
 RICHARD L. CROUCH
 THOMAS W. GOLONSKI
 THOMAS G. GREIG
 WILLIAM H. HERNANDEZ,
 EDWARD A. NICHOLSON, PH.D.
 9




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Common Stock Information:
  High
    
    
    LowFiscal 20111st Quarter
    
    $
    35.59
    
    
    $
    27.012nd Quarter
    
    
    33.42
    
    
    
    26.403rd Quarter
    
    
    40.17
    
    
    
    31.154th Quarter
    
    
    40.78
    
    
    
    33.30Fiscal 20101st Quarter
    
    $
    37.67
    
    
    $
    23.182nd Quarter
    
    
    34.53
    
    
    
    24.033rd Quarter
    
    
    30.07
    
    
    
    24.254th Quarter
    
    
    33.31
    
    
    
    25.80
  Dividend Policy:
 10




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Stockholders:
 Equity Plan Compensation Information:  See
 Issuance of Unregistered Securities:
 Issuer Purchases of Equity Securities:
 Total Number of
    
    
    Maximum NumberShares Purchased
    
    
    of Shares that MayTotal Number
    
    
    
    
    
    
    as Part of Publicly
    
    
    Yet Be Purchasedof Shares
    
    
    Average Price
    
    
    Announced Plans
    
    
    Under the PlansPeriod
    
    Purchased
    
    
    Paid per Share
    
    
    or Programs
    
    
    or ProgramsJanuary 2, 2011 to January 30, 2011
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    873,777January 31, 2011 to February 27, 2011
    
    
    56
    
    
    
    40.44
    
    
    
    56
    
    
    
    873,721February 28, 2011 to March 31, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    873,721Total
    
    
    56
    
    
    
    40.44
    
    
    
    56
    
    
    
    873,721
    
 Item 6. Selected Financial Data.
  11




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##### Table of Contents



Fiscal2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007Statements of IncomeRevenuesHotline products
    
    $
    188,998
    
    
    $
    180,296
    
    
    $
    209,793
    
    
    $
    235,314
    
    
    $
    222,903On-Site services
    
    
    879,231
    
    
    
    781,097
    
    
    
    789,755
    
    
    
    781,428
    
    
    
    793,407Total
    
    
    1,068,229
    
    
    
    961,393
    
    
    
    999,548
    
    
    
    1,016,742
    
    
    
    1,016,310Cost of salesHotline products
    
    
    101,733
    
    
    
    93,636
    
    
    
    108,561
    
    
    
    122,011
    
    
    
    113,780On-Site services
    
    
    609,386
    
    
    
    532,376
    
    
    
    533,807
    
    
    
    528,111
    
    
    
    528,541Total
    
    
    711,119
    
    
    
    626,012
    
    
    
    642,368
    
    
    
    650,122
    
    
    
    642,321Gross profit
    
    
    357,110
    
    
    
    335,381
    
    
    
    357,180
    
    
    
    366,620
    
    
    
    373,989Selling, general & administrative expenses
    
    
    253,896
    
    
    
    257,136
    
    
    
    266,387
    
    
    
    275,309
    
    
    
    290,355Intangibles amortization
    
    
    12,156
    
    
    
    15,202
    
    
    
    10,790
    
    
    
    6,679
    
    
    
    10,285Operating income
    
    
    91,058
    
    
    
    63,043
    
    
    
    80,003
    
    
    
    84,632
    
    
    
    73,349Interest expense (income), net
    
    
    5,430
    
    
    
    8,882
    
    
    
    10,279
    
    
    
    21,298
    
    
    
    18,407Other expenses (income), net
    
    
    348
    
    
    
    (166
    )
    
    
    561
    
    
    
    (197
    )
    
    
    42Income before provision for income taxes
    
    
    85,280
    
    
    
    54,327
    
    
    
    69,163
    
    
    
    63,531
    
    
    
    54,900Provision for income taxes
    
    
    32,418
    
    
    
    19,824
    
    
    
    23,854
    
    
    
    24,298
    
    
    
    19,291Net income
    
    $
    52,862
    
    
    $
    34,503
    
    
    $
    45,309
    
    
    $
    39,233
    
    
    $
    35,609Basic earnings per share
    
    $
    2.99
    
    
    $
    1.97
    
    
    $
    2.59
    
    
    $
    2.23
    
    
    $
    2.03Diluted earnings per share
    
    $
    2.97
    
    
    $
    1.97
    
    
    $
    2.59
    
    
    $
    2.22
    
    
    $
    2.00Dividends declared per common share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24Balance Sheet Data (at end of period):Working Capital(1)
    
    $
    164,595
    
    
    $
    126,585
    
    
    $
    130,209
    
    
    $
    134,031
    
    
    $
    117,059Total assets
    
    
    1,171,983
    
    
    
    1,125,364
    
    
    
    1,136,488
    
    
    
    1,073,851
    
    
    
    1,090,091Long-term debt
    
    
    181,127
    
    
    
    210,873
    
    
    
    249,260
    
    
    
    195,904
    
    
    
    238,194Total debt
    
    
    181,859
    
    
    
    211,834
    
    
    
    250,657
    
    
    
    197,293
    
    
    
    238,880Stockholders equity
    
    
    766,259
    
    
    
    689,994
    
    
    
    647,299
    
    
    
    640,274
    
    
    
    599,696
 
 (1)
    
    Working capital is computed as current assets minus current liabilities. 12




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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, 2011, 2010 and 2009 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
    13




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i.e.,
 14




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Fiscal2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    ThereafterSelling, general & administrative expensesAsset write-up depreciation expense on acquisitions
    
    $
    1,888
    
    
    $
    476
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    Intangibles amortizationAmortization of intangible assets on acquisitions
    
    
    10,671
    
    
    
    15,150
    
    
    
    12,111
    
    
    
    12,090
    
    
    
    11,127
    
    
    
    69,092Total
    
    $
    12,559
    
    
    $
    15,626
    
    
    $
    12,111
    
    
    $
    12,090
    
    
    $
    11,127
    
    
    $
    69,092
  1Q
    
    
    2Q
    
    
    3Q
    
    
    4Q
    
    
    FYSelling, general & administrative expensesAsset write-up depreciation expense on acquisitions
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Intangibles amortizationAmortization of intangible assets on acquisitions
    
    
    3,033
    
    
    
    3,019
    
    
    
    3,019
    
    
    
    3,019
    
    
    
    12,090Total
    
    $
    3,033
    
    
    $
    3,019
    
    
    $
    3,019
    
    
    $
    3,019
    
    
    $
    12,090
  Fiscal2011
    
    
    2010
    
    
    2009% of
    
    
    
    
    
    % of
    
    
    
    
    
    % oftotal
    
    
    
    
    
    total
    
    
    
    
    
    total$
    
    
    revenue
    
    $
    
    
    revenue
    
    $
    
    
    revenueRevenuesNorth America
    
    $
    931,181
    
    
    
    87.2%
    
    
    $
    829,233
    
    
    
    86.3%
    
    
    $
    838,871
    
    
    
    83.9%Europe
    
    
    100,221
    
    
    
    9.4%
    
    
    
    99,502
    
    
    
    10.3%
    
    
    
    121,839
    
    
    
    12.2%All Other
    
    
    36,827
    
    
    
    3.4%
    
    
    
    32,658
    
    
    
    3.4%
    
    
    
    38,838
    
    
    
    3.9%Total
    
    $
    1,068,229
    
    
    
    100%
    
    
    $
    961,393
    
    
    
    100%
    
    
    $
    999,548
    
    
    
    100%Operating incomeNorth America
    
    $
    76,789
    
    
    
    
    
    
    $
    47,623
    
    
    
    
    
    
    $
    61,651% of North America revenues
    
    
    8.2
    %
    
    
    
    
    
    
    5.7
    %
    
    
    
    
    
    
    7.3
    %Europe
    
    $
    8,032
    
    
    
    
    
    
    $
    10,148
    
    
    
    
    
    
    $
    12,548% of Europe revenues
    
    
    8.0
    %
    
    
    
    
    
    
    10.2
    %
    
    
    
    
    
    
    10.3
    %All Other
    
    $
    6,237
    
    
    
    
    
    
    $
    5,272
    
    
    
    
    
    
    $
    5,804% of All Other revenues
    
    
    16.9
    %
    
    
    
    
    
    
    16.1
    %
    
    
    
    
    
    
    14.9
    %Total
    
    $
    91,058
    
    
    
    8.5%
    
    
    $
    63,043
    
    
    
    6.6%
    
    
    $
    80,003
    
    
    
    8.0%
 15




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Fiscal2011
    
    2010
    
    2009% of
    
    
    
    
    
    % of
    
    
    
    
    
    % oftotal
    
    
    
    
    
    total
    
   
    
    
    
    total$
    
    revenue
    
    $
    
    revenue
    
    $
    
    revenueRevenuesData Services
    
    $
    230,719
    
    
    
    21.6
    %
    
    $
    187,535
    
    
    
    19.5
    %
    
    $
    191,436
    
    
    
    19.2
    %Voice Services
    
    
    648,512
    
    
    
    60.7
    %
    
    
    593,562
    
    
    
    61.7
    %
    
    
    598,319
    
    
    
    59.8
    %Hotline Services
    
    
    188,998
    
    
    
    17.7
    %
    
    
    180,296
    
    
    
    18.8
    %
    
    
    209,793
    
    
    
    21.0
    %Total
    
    $
    1,068,229
    
    
    
    100
    %
    
    $
    961,393
    
    
    
    100
    %
    
    $
    999,548
    
    
    
    100
    %Gross profitData Services
    
    $
    59,287
    
    
    
    
    
    
    $
    51,048
    
    
    
    
    
    
    $
    55,407% of Data Services revenues
    
    
    25.7
    %
    
    
    
    
    
    
    27.2
    %
    
    
    
    
    
    
    28.9
    %Voice Services
    
    $
    210,558
    
    
    
    
    
    
    $
    197,673
    
    
    
    
    
    
    $
    200,541% of Voice Services revenues
    
    
    32.5
    %
    
    
    
    
    
    
    33.3
    %
    
    
    
    
    
    
    33.5
    %Hotline Services
    
    $
    87,265
    
    
    
    
    
    
    $
    86,660
    
    
    
    
    
    
    $
    101,232% of Hotline Services revenues
    
    
    46.2
    %
    
    
    
    
    
    
    48.1
    %
    
    
    
    
    
    
    48.3
    %Total
    
    $
    357,110
    
    
    
    33.4
    %
    
    $
    335,381
    
    
    
    34.9
    %
    
    $
    357,180
    
    
    
    35.7
    %
 Fiscal 2011 Compared To Fiscal 2010
 Total Revenues
 Revenues by Geography
 North America
 Europe
 16




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All Other
 Revenue by Service Type
 Data Services
 Voice Services
 Hotline Services
 Gross profit
  17




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Selling, general & administrative expenses
  Intangibles amortization
 Operating income
 Interest expense (income), net
  Provision for income taxes
 Net income
 18




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Fiscal 2010 Compared To Fiscal 2009
 Total Revenues
 Revenues by Geography
 North America
 Europe
 All Other
 Revenue by Service Type
 Data Services
 Voice Services
 Hotline Services
 19




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Gross profit
  Selling, general & administrative expenses
  Intangibles amortization
  Operating income
  Interest expense (income), net
  20




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Provision for income taxes
 Net income
 Liquidity and Capital Resources
 Cash Flows from Operating Activities
     Investing Activities  See
 See
 21




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##### Table of Contents



See
 Financing Activities
   Total Debt  Revolving Credit Agreement
   22




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##### Table of Contents



Dividends  Fiscal 2011
 Fiscal 2010
 Fiscal 2009
  Repurchase of Common Stock  Fiscal 2011
 Fiscal 2010
 Fiscal 2009
  Contractual Obligations
 23




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Payments Due by Period 1Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanyear
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalLong-term debt obligations
    
    $
    
    
    
    $
    180,646
    
    
    $
    
    
    
    $
    
    
    
    $
    180,646Interest expense on long-term debt
    
    
    1,978
    
    
    
    1,647
    
    
    
    
    
    
    
    
    
    
    
    3,625Capital lease obligations
    
    
    732
    
    
    
    464
    
    
    
    17
    
    
    
    
    
    
    
    1,213Operating lease obligations
    
    
    13,963
    
    
    
    12,690
    
    
    
    5,178
    
    
    
    1,588
    
    
    
    33,419Total contractual obligations
    
    $
    16,673
    
    
    $
    195,447
    
    
    $
    5,195
    
    
    $
    1,588
    
    
    $
    218,903
 1
   Off-Balance Sheet Arrangements
 Inflation
 Legal Proceedings
 Critical Accounting Policies
  Allowance for doubtful accounts receivable
 Inventories
 24




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##### Table of Contents



Deferred Income Taxes
 Goodwill
    North
    
    
    
    
    
    
    AllAmerica
    
    
    Europe
    
    
    Other
    
    
    TotalGoodwill (as reported in financial statements)
    
    $
    571,673
    
    
    $
    70,515
    
    
    $
    2,228
    
    
    $
    644,416Adjustment 1
    
    
    (30,370
    )
    
    
    27,333
    
    
    
    3,037
    
    
    
    Goodwill (for annual impairment assessment) 2
    
    $
    541,303
    
    
    $
    97,848
    
    
    $
    5,265
    
    
    $
    644,416
 1  This adjustment represents goodwill associated with foreign
acquisitions that remains in North America for financial
reporting purposes.2  Goodwill (for annual impairment assessment)
represents the amount of goodwill that is at risk
by reporting unit. 25




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North
    
    
    
    
    
    
    AllAmerica
    
    
    Europe
    
    
    Other
    
    
    TotalEstimated fair value of the reporting unit
    
    $
    716,924
    
    
    $
    126,140
    
    
    $
    62,601
    
    
    $
    905,665Net book value of the reporting unit
    
    
    584,718
    
    
    
    116,108
    
    
    
    24,754
    
    
    
    725,580Surplus
    
    $
    132,206
    
    
    $
    10,032
    
    
    $
    37,847
    
    
    $
    180,085
    Long-Lived Assets other than Goodwill
 26




---



##### Table of Contents



Loss Contingencies
 Revenue Recognition
  Impact of Recently Issued Accounting Pronouncements
  Cautionary Forward Looking Statements
 27




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  Interest-rate Risk
   Foreign Exchange Rate Risk
  28




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    30Consolidated Statements of Income
    
    
    31Consolidated Balance Sheets
    
    
    32Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income
    
    
    33Consolidated Statements of Cash Flows
    
    
    34Notes to the Consolidated Financial Statements
    
    
    35
 29




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 
 
 
 
 Internal Control - Integrated Framework
  
 30




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
 Year Ended March 31,In thousands, except per share amounts
    
    2011
    
    
    2010
    
    
    2009RevenuesHotline products
    
    $
    188,998
    
    
    $
    180,296
    
    
    $
    209,793On-Site services
    
    
    879,231
    
    
    
    781,097
    
    
    
    789,755Total
    
    
    1,068,229
    
    
    
    961,393
    
    
    
    999,548Cost of sales(1)Hotline products
    
    
    101,733
    
    
    
    93,636
    
    
    
    108,561On-Site services
    
    
    609,386
    
    
    
    532,376
    
    
    
    533,807Total
    
    
    711,119
    
    
    
    626,012
    
    
    
    642,368Gross profit
    
    
    357,110
    
    
    
    335,381
    
    
    
    357,180Selling, general & administrative expenses
    
    
    253,896
    
    
    
    257,136
    
    
    
    266,387Intangibles amortization
    
    
    12,156
    
    
    
    15,202
    
    
    
    10,790Operating income
    
    
    91,058
    
    
    
    63,043
    
    
    
    80,003Interest expense (income), net
    
    
    5,430
    
    
    
    8,882
    
    
    
    10,279Other expenses (income), net
    
    
    348
    
    
    
    (166
    )
    
    
    561Income before provision for income taxes
    
    
    85,280
    
    
    
    54,327
    
    
    
    69,163Provision for income taxes
    
    
    32,418
    
    
    
    19,824
    
    
    
    23,854Net income
    
    $
    52,862
    
    
    $
    34,503
    
    
    $
    45,309Earnings per common shareBasic
    
    $
    2.99
    
    
    $
    1.97
    
    
    $
    2.59Diluted
    
    $
    2.97
    
    
    $
    1.97
    
    
    $
    2.59Weighted-average common shares outstandingBasic
    
    
    17,680
    
    
    
    17,546
    
    
    
    17,527Diluted
    
    
    17,795
    
    
    
    17,546
    
    
    
    17,527Dividends per share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.24
 (1)
 See Notes to the Consolidated Financial Statements
 31




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 March 31,In thousands, except par value
    
    2011
    
    
    2010AssetsCash and cash equivalents
    
    $
    31,212
    
    
    $
    20,885Accounts receivable, net of allowance for doubtful accounts of $7,121 and $9,505
    
    
    156,682
    
    
    
    141,211Inventories, net
    
    
    52,014
    
    
    
    51,507Costs/estimated earnings in excess of billings on uncompleted contracts
    
    
    103,853
    
    
    
    86,086Other assets
    
    
    27,483
    
    
    
    28,090Total current assets
    
    
    371,244
    
    
    
    327,779Property, plant and equipment, net
    
    
    23,427
    
    
    
    23,568Goodwill
    
    
    650,024
    
    
    
    641,965IntangiblesCustomer relationships, net
    
    
    91,066
    
    
    
    93,619Other intangibles, net
    
    
    29,067
    
    
    
    30,374Other assets
    
    
    7,155
    
    
    
    8,059Total assets
    
    $
    1,171,983
    
    
    $
    1,125,364LiabilitiesAccounts payable
    
    $
    71,463
    
    
    $
    66,934Accrued compensation and benefits
    
    
    35,329
    
    
    
    33,260Deferred revenue
    
    
    36,043
    
    
    
    34,876Billings in excess of costs/estimated earnings on uncompleted contracts
    
    
    17,462
    
    
    
    14,839Income taxes
    
    
    11,957
    
    
    
    9,487Other liabilities
    
    
    34,395
    
    
    
    41,798Total current liabilities
    
    
    206,649
    
    
    
    201,194Long-term debt
    
    
    181,127
    
    
    
    210,873Other liabilities
    
    
    17,948
    
    
    
    23,303Total liabilities
    
    
    405,724
    
    
    
    435,370Stockholders equityPreferred stock authorized 5,000, par value $1.00, none issued
    
    
    
    
    
    
    Common stock authorized 100,000, par value $.001, 17,918 and 17,548 shares
outstanding
    
    
    26
    
    
    
    25Additional paid-in capital
    
    
    470,367
    
    
    
    451,778Retained earnings
    
    
    599,923
    
    
    
    551,315Accumulated other comprehensive income
    
    
    19,523
    
    
    
    9,971Treasury stock, at cost 7,643 and 7,626 shares
    
    
    (323,580
    )
    
    
    (323,095
    )Total stockholders equity
    
    
    766,259
    
    
    
    689,994Total liabilities and stockholders equity
    
    $
    1,171,983
    
    
    $
    1,125,364
 See Notes to the Consolidated Financial Statements
 32




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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, 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
    )Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    )Issuance of common stock (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
    
    
    $
    647,299Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,503
    
    
    
    34,503Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,923
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,923Pension:Unrealized gain (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (284
    )
    
    
    
    
    
    
    (284
    )Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145
    
    
    
    
    
    
    
    145Derivative Instruments:Net change in fair value of cash flow hedging
instruments (net of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (646
    )
    
    
    
    
    
    
    
    
    
    
    (646
    )Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261
    
    
    
    
    
    
    
    
    
    
    
    261Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,902Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    6,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,775Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,211
    )
    
    
    (4,211
    )Issuance of common stock (net of tax)
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax impact from stock options
    
    
    
    
    
    
    
    
    
    
    (771
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (771
    )Balance at March 31, 2010
    
    
    25,174
    
    
    $
    25
    
    
    $
    451,778
    
    
    $
    (323,095
    )
    
    $
    13,298
    
    
    $
    (320
    )
    
    $
    (3,007
    )
    
    $
    551,315
    
    
    $
    689,994Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,862
    
    
    
    52,862Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,616
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,616Pension:Unrealized gain (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,360
    )
    
    
    
    
    
    
    (1,360
    )Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140
    
    
    
    
    
    
    
    140Derivative Instruments:Net change in fair value of cash flow hedging
instruments (net of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (291
    )
    
    
    
    
    
    
    
    
    
    
    (291
    )Amounts reclassified into results of operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    447
    
    
    
    
    
    
    
    
    
    
    
    447Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,414Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    10,270
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,270Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,254
    )
    
    
    (4,254
    )Issuance of common stock (net of tax)
    
    
    387
    
    
    
    1
    
    
    
    9,239
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,240Repurchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (485
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (485
    )Tax impact from equity awards
    
    
    
    
    
    
    
    
    
    
    (920
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (920
    )Balance at March 31, 2011
    
    
    25,561
    
    
    $
    26
    
    
    $
    470,367
    
    
    $
    (323,580
    )
    
    $
    23,914
    
    
    $
    (164
    )
    
    $
    (4,227
    )
    
    $
    599,923
    
    
    $
    766,259
 See Notes to the Consolidated Financial Statements
 33




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##### Table of Contents



BLACK BOX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended March 31,In thousands
    
    2011
    
    
    2010
    
    
    2009Operating ActivitiesNet income
    
    $
    52,862
    
    
    $
    34,503
    
    
    $
    45,309Adjustments to reconcile net income to net cash provided by (used
for) operating activities:Intangibles amortization and depreciation
    
    
    18,222
    
    
    
    22,923
    
    
    
    20,722Loss (gain) on sale of property
    
    
    (71
    )
    
    
    13
    
    
    
    (65
    )Deferred taxes
    
    
    7,806
    
    
    
    (123
    )
    
    
    4,512Tax impact from equity awards
    
    
    920
    
    
    
    771
    
    
    
    1,193Stock compensation expense
    
    
    10,270
    
    
    
    6,775
    
    
    
    3,042Change in fair value of interest-rate swaps
    
    
    (2,968
    )
    
    
    (65
    )
    
    
    (974
    )Changes in operating assets and liabilities (net of acquisitions):Accounts receivable, net
    
    
    (10,393
    )
    
    
    21,780
    
    
    
    26,279Inventories, net
    
    
    459
    
    
    
    5,709
    
    
    
    11,455Costs/estimated earnings in excess of billings on uncompleted
contracts
    
    
    (17,537
    )
    
    
    (12,815
    )
    
    
    (652
    )All other assets
    
    
    (1,738
    )
    
    
    4,024
    
    
    
    (11,281
    )Billings in excess of costs/estimated earnings on uncompleted
contracts
    
    
    2,146
    
    
    
    (4,641
    )
    
    
    (5,300
    )All other liabilities
    
    
    (5,113
    )
    
    
    (16,906
    )
    
    
    (22,674
    )Net cash provided by (used for) operating activities
    
    $
    54,865
    
    
    $
    61,948
    
    
    $
    71,566Investing ActivitiesCapital expenditures
    
    $
    (5,149
    )
    
    $
    (2,300
    )
    
    $
    (2,178
    )Capital disposals
    
    
    119
    
    
    
    156
    
    
    
    288Acquisition of businesses (payments)/recoveries
    
    
    (12,811
    )
    
    
    (10,686
    )
    
    
    (117,184
    )Prior merger-related (payments)/recoveries
    
    
    (1,829
    )
    
    
    (8,291
    )
    
    
    (421
    )Net cash provided by (used for) investing activities
    
    $
    (19,670
    )
    
    $
    (21,121
    )
    
    $
    (119,495
    )Financing ActivitiesProceeds from borrowings
    
    $
    238,950
    
    
    $
    169,335
    
    
    $
    308,567Repayment of borrowings
    
    
    (269,234
    )
    
    
    (208,388
    )
    
    
    (257,470
    )Deferred financing costs
    
    
    (700
    )
    
    
    
    
    
    
    (125
    )Purchase of treasury stock
    
    
    (485
    )
    
    
    
    
    
    
    Proceeds from the exercise of stock options
    
    
    9,239
    
    
    
    
    
    
    
    545Payment of dividends
    
    
    (4,232
    )
    
    
    (4,210
    )
    
    
    (4,206
    )Net cash provided by (used for) financing activities
    
    $
    (26,462
    )
    
    $
    (43,263
    )
    
    $
    47,311Foreign currency exchange impact on cash
    
    $
    1,594
    
    
    $
    (399
    )
    
    $
    (2,314
    )Increase / (decrease) in cash and cash equivalents
    
    $
    10,327
    
    
    $
    (2,835
    )
    
    $
    (2,932
    )Cash and cash equivalents at beginning of period
    
    $
    20,885
    
    
    $
    23,720
    
    
    $
    26,652Cash and cash equivalents at end of period
    
    $
    31,212
    
    
    $
    20,885
    
    
    $
    23,720Supplemental Cash Flow:Cash paid for interest
    
    $
    8,557
    
    
    $
    9,285
    
    
    $
    11,656Cash paid for income taxes
    
    
    21,513
    
    
    
    16,703
    
    
    
    26,539Non-cash financing activities:Dividends payable
    
    
    1,075
    
    
    
    1,053
    
    
    
    1,052Capital leases
    
    
    143
    
    
    
    132
    
    
    
    994
 See Notes to the Consolidated Financial Statements
 34




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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
 
 
 35




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##### Table of Contents



Note 2: Significant Accounting Policies
 Cash and cash equivalents
 Allowance for doubtful accounts receivable
 Inventories
 Property, Plant and Equipment
 
 Goodwill
 36




---



##### Table of Contents



See
 Intangible Assets
 Derivative Instruments and Hedging Activities  Foreign Currency Contracts
 Interest-rate Swap
 37




---



##### 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
 38




---



##### Table of Contents



Expected volatility:
 Dividend yield:
 Risk-free interest rate:
 Expected holding period:
   Expected volatility.
 Risk-Free rate.
 Dividend yield.
 Marketing and Advertising Expenses
 39




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##### Table of Contents



Income Taxes
 i.e.
 Per share information
 Fair Value
 Level 1
 Level 2 e.g.
 Level 3
 40




---



##### Table of Contents



Market approach
 Cost approach:
 Income approach:
 See
 Recently Issued Accounting Standards
 Note 3: Inventories
  March 31,2011
    
    
    2010Raw materials
    
    $
    1,294
    
    
    $
    1,545Finished goods
    
    
    70,579
    
    
    
    69,952Subtotal
    
    
    71,873
    
    
    
    71,497Excess and obsolete inventory reserves
    
    
    (19,859
    )
    
    
    (19,990
    )Inventory, net
    
    $
    52,014
    
    
    $
    51,507
 41




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##### Table of Contents



Note 4: Property, Plant and Equipment
  March 31,2011
    
    
    2010Land
    
    $
    2,396
    
    
    $
    2,396Building and improvements
    
    
    30,106
    
    
    
    29,430Equipment
and computer hardware and software
    
    
    67,037
    
    
    
    64,991Subtotal
    
    
    99,539
    
    
    
    96,817Accumulated depreciation
    
    
    (76,112
    )
    
    
    (73,249
    )Property, plant and equipment, net
    
    $
    23,427
    
    
    $
    23,568
  Note 5: Goodwill
  North America
    
    
    Europe
    
    
    All Other
    
    
    TotalBalance at March 31, 2009
    
    $
    555,270
    
    
    $
    64,672
    
    
    $
    2,006
    
    
    $
    621,948Currency translation
    
    
    (19
    )
    
    
    3,241
    
    
    
    179
    
    
    
    3,401Current period acquisitions (seeNote 10)
    
    
    5,527
    
    
    
    
    
    
    
    
    
    
    
    5,527Prior period acquisitions (seeNote 10)
    
    
    11,089
    
    
    
    
    
    
    
    
    
    
    
    11,089Balance at March 31, 2010
    
    $
    571,867
    
    
    $
    67,913
    
    
    $
    2,185
    
    
    $
    641,965Currency translation
    
    
    (5
    )
    
    
    4,839
    
    
    
    123
    
    
    
    4,957Current period acquisitions (seeNote 10)
    
    
    3,183
    
    
    
    
    
    
    
    
    
    
    
    3,183Prior period acquisitions (seeNote 10)
    
    
    (81
    )
    
    
    
    
    
    
    
    
    
    
    (81
    )Balance at March 31, 2011
    
    $
    574,964
    
    
    $
    72,752
    
    
    $
    2,308
    
    
    $
    650,024
  42




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##### Table of Contents



North
    
    
    
    
    
    
    AllAmerica
    
    
    Europe
    
    
    Other
    
    
    TotalGoodwill (as reported in financial statements)
    
    $
    571,673
    
    
    $
    70,515
    
    
    $
    2,228
    
    
    $
    644,416Adjustment 1
    
    
    (30,370
    )
    
    
    27,333
    
    
    
    3,037
    
    
    
    Goodwill (for annual impairment assessment) 2
    
    $
    541,303
    
    
    $
    97,848
    
    
    $
    5,265
    
    
    $
    644,416
 1
    
    This adjustment represents goodwill associated with foreign acquisitions that remains in North
America for financial reporting purposes.2
    
    Goodwill (for annual impairment assessment) represents the amount of goodwill that is at risk by reporting unit.  North
    
    
    
    
    
    
    AllAmerica
    
    
    Europe
    
    
    Other
    
    
    TotalEstimated fair value of the reporting unit
    
    $
    716,924
    
    
    $
    126,140
    
    
    $
    62,601
    
    
    $
    905,665Net book value of the reporting unit
    
    
    584,718
    
    
    
    116,108
    
    
    
    24,754
    
    
    
    725,580Surplus
    
    $
    132,206
    
    
    $
    10,032
    
    
    $
    37,847
    
    
    $
    180,085
    43




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##### Table of Contents



Note 6: Intangible Assets
  March 31,2011
    
    
    2010Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accum.
    
    
    Carrying
    
    
    Carrying
    
    
    Accum.
    
    
    CarryingAmount
    
    
    Amort.
    
    
    Amount
    
    
    Amount
    
    
    Amort.
    
    
    AmountDefinite-livedNon-compete agreements
    
    $
    10,660
    
    
    $
    9,332
    
    
    $
    1,328
    
    
    $
    10,391
    
    
    $
    8,193
    
    
    $
    2,198Customer relationships
    
    
    126,367
    
    
    
    35,301
    
    
    
    91,066
    
    
    
    118,209
    
    
    
    24,590
    
    
    
    93,619Acquired backlog
    
    
    17,349
    
    
    
    17,349
    
    
    
    
    
    
    
    17,349
    
    
    
    16,912
    
    
    
    437Total
    
    $
    154,376
    
    
    $
    61,982
    
    
    $
    92,394
    
    
    $
    145,949
    
    
    $
    49,695
    
    
    $
    96,254Indefinite-livedTrademarks
    
    
    35,992
    
    
    
    8,253
    
    
    
    27,739
    
    
    
    35,992
    
    
    
    8,253
    
    
    
    27,739Total
    
    $
    190,368
    
    
    $
    70,235
    
    
    $
    120,133
    
    
    $
    181,941
    
    
    $
    57,948
    
    
    $
    123,993
   Non-Competes
    
    
    CustomerTrademarks
    
    
    and Backlog
    
    
    Relationships
    
    
    TotalBalance at March 31, 2009
    
    $
    27,739
    
    
    $
    9,945
    
    
    $
    105,111
    
    
    $
    142,795Amortization expense
    
    
    
    
    
    
    (5,578
    )
    
    
    (9,624
    )
    
    
    (15,202
    )Currency translation
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    22Current period acquisitions (seeNote 10)
    
    
    
    
    
    
    1,318
    
    
    
    4,927
    
    
    
    6,245Prior period acquisitions (seeNote 10)
    
    
    
    
    
    
    (3,072
    )
    
    
    (6,795
    )
    
    
    (9,867
    )Balance at March 31, 2010
    
    $
    27,739
    
    
    $
    2,635
    
    
    $
    93,619
    
    
    $
    123,993Amortization expense
    
    
    
    
    
    
    (1,445
    )
    
    
    (10,711
    )
    
    
    (12,156
    )Currency translation
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12Current period acquisitions (seeNote 10)
    
    
    
    
    
    
    126
    
    
    
    8,158
    
    
    
    8,284Balance at March 31, 2011
    
    $
    27,739
    
    
    $
    1,328
    
    
    $
    91,066
    
    
    $
    120,133
 see
  44




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##### Table of Contents



Fiscal2012
    
    $
    12,1292013
    
    
    11,1502014
    
    
    9,9702015
    
    
    8,8272016
    
    
    8,556Thereafter
    
    
    41,762Total
    
    $
    92,394
 Note 7: Indebtedness
  March 31,2011
    
    
    2010Revolving credit agreement
    
    $
    180,646
    
    
    $
    209,860Other
    
    
    1,213
    
    
    
    1,974Total debt
    
    $
    181,859
    
    
    $
    211,834Less: current portion (included in Other liabilities)
    
    
    (732
    )
    
    
    (961
    )Long-term debt
    
    $
    181,127
    
    
    $
    210,873
 Revolving Credit Agreement
   45




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##### Table of Contents



Other
 Unused available borrowings
  Fiscal2012
    
    $
    7322013
    
    
    181,0202014
    
    
    902015
    
    
    172016
    
    
    Total
    
    $
    181,859
 Note 8: Derivative Instruments and Hedging Activities
  Foreign Currency Contracts:  See
 46




---



##### Table of Contents



Interest-rate Swap:  See
  Asset Derivatives
    
    
    Liability DerivativesBalance at
    
    
Balance at
    
    

    Balance at
    
    
    Balance atMarch 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,Classification
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Derivatives designated as hedging instrumentsForeign currency contracts
    
    Other liabilities (current)
    
    
    
    
    
    
    
    
    
    $
    278
    
    
    $
    3,130Foreign currency contracts
    
    Other assets (current)
    
    $
    1,919
    
    
    $
    514
    
    
    
    
    
    
    
    Derivatives not designated as hedging instrumentsInterest-rate swap
    
    Other liabilities (current)
    
    
    
    
    
    
    
    
    
    
    2,303
    
    
    
    5,271
 Year Ended March 31,Classification
    
    2011
    
    
    2010
    
    
    2009Derivatives designated as hedging instrumentsGain
(loss) recognized in Comprehensive income on (effective portion)  net of taxes
    
    Other comprehensive income
    
    $
    (291
    )
    
    $
    (646
    )
    
    $
    470Gain
(loss) reclassified from AOCI into income (effective portion)  net of taxes
    
    Selling, general & administrative expenses
    
    $
    447
    
    
    $
    261
    
    
    $
    339Derivatives not designated as hedging instrumentsGain (loss) recognized in income
    
    Interest expense (income), net
    
    $
    2,968
    
    
    $
    65
    
    
    $
    974
 47




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##### Table of Contents



Note 9: Fair Value Disclosures
  Assets at Fair Value as ofMarch 31, 2011Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalForeign currency contracts
    
    $
    
    
    
    $
    1,919
    
    
    $
    
    
    
    $
    1,919
 Liabilities at Fair Value as ofMarch 31, 2011Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalForeign currency contracts
    
    
    
    
    
    $
    278
    
    
    
    
    
    
    $
    278Interest-rate swap
    
    
    
    
    
    
    2,303
    
    
    
    
    
    
    
    2,303Total
    
    
    
    
    
    $
    2,581
    
    
    
    
    
    
    $
    2,581
 Non-recurring fair value measurements:
 Note 10: Acquisitions
 Fiscal 2011
      48




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##### Table of Contents



Fiscal 2010
    Fiscal 2009
     49




---



##### Table of Contents



Note 11: Operating Leases
    Fiscal2012
    
    $
    13,9632013
    
    
    7,6362014
    
    
    5,0542015
    
    
    3,4812016
    
    
    1,697Thereafter
    
    
    1,588Total minimum lease payments
    
    $
    33,419
 50




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##### Table of Contents



Note 12: Income Taxes
  Fiscal2011
    
    
    2010
    
    
    2009Domestic
    
    $
    65,295
    
    
    $
    34,750
    
    
    $
    46,885Foreign
    
    
    19,985
    
    
    
    19,577
    
    
    
    22,278Consolidated
    
    $
    85,280
    
    
    $
    54,327
    
    
    $
    69,163
  Fiscal2011
    
    
    2010
    
    
    2009CurrentFederal
    
    $
    19,780
    
    
    $
    12,754
    
    
    $
    10,238State
    
    
    4,228
    
    
    
    1,827
    
    
    
    2,546Foreign
    
    
    4,725
    
    
    
    3,947
    
    
    
    4,298Total current
    
    
    28,733
    
    
    
    18,528
    
    
    
    17,082Deferred
    
    
    3,685
    
    
    
    1,296
    
    
    
    6,772Total provision for income taxes
    
    $
    32,418
    
    
    $
    19,824
    
    
    $
    23,854
  Fiscal2011
    
    
    2010
    
    
    2009Federal statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Foreign taxes, net of foreign tax credits
    
    
    (1.6
    )
    
    
    0.4
    
    
    
    (0.9
    )Effect of permanent book / tax differences
    
    
    (0.9
    )
    
    
    0.3
    
    
    
    (0.1
    )State income taxes, net of federal benefit
    
    
    3.0
    
    
    
    2.4
    
    
    
    3.2Valuation allowance
    
    
    (0.1
    )
    
    
    (0.8
    )
    
    
    2.5Reversal of Section 162(m) accrual (see below for definition)
    
    
    
    
    
    
    
    
    
    
    (5.2
    )Other, net
    
    
    2.6
    
    
    
    (0.8
    )
    
    
    Effective tax rate
    
    
    38.0
    %
    
    
    36.5
    %
    
    
    34.5
    %
  51




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##### Table of Contents



March 31,2011
    
    
    2010Deferred Tax LiabilitiesTradename and trademarks
    
    $
    10,186
    
    
    $
    10,135Amortization of intangibles
    
    
    27,520
    
    
    
    24,381Unremitted earnings of foreign subsidiaries
    
    
    2,305
    
    
    
    2,467Basis of fixed assets
    
    
    
    
    
    
    366Other prepaid items
    
    
    128
    
    
    
    156Gross deferred tax liabilities
    
    
    40,139
    
    
    
    37,505Deferred Tax AssetsNet operating losses
    
    
    20,292
    
    
    
    20,450Restructuring reserves
    
    
    2,773
    
    
    
    4,504Basis of fixed assets
    
    
    58
    
    
    
    Outsourced leases
    
    
    189
    
    
    
    185Basis of finished goods inventory
    
    
    8,538
    
    
    
    9,226Reserve for bad debts
    
    
    1,190
    
    
    
    4,376Miscellaneous accrued expenses
    
    
    2,478
    
    
    
    3,459Foreign tax credit carry-forwards
    
    
    1,374
    
    
    
    1,883Accrued employee costs
    
    
    5,482
    
    
    
    5,525Foreign exchange
    
    
    33
    
    
    
    210Unexercised stock options
    
    
    11,586
    
    
    
    10,289Other
    
    
    104
    
    
    
    89Gross deferred tax assets
    
    
    54,097
    
    
    
    60,196Valuation allowance
    
    
    (3,518
    )
    
    
    (3,623
    )Net deferred tax assets
    
    
    50,579
    
    
    
    56,573Net deferred tax assets/(liabilities)
    
    $
    10,440
    
    
    $
    19,068
    52




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##### Table of Contents



Fiscal2011
    
    
    2010
    
    
    2009Balance at beginning of year
    
    $
    7,559
    
    
    $
    7,075
    
    
    $
    7,340Additions for tax positions related to the current year
    
    
    481
    
    
    
    542
    
    
    
    396Additions for tax positions related to prior years
    
    
    2,285
    
    
    
    2,755
    
    
    
    312Reductions for tax positions related to prior years
    
    
    (1,802
    )
    
    
    (2,733
    )
    
    
    (675
    )Settlements
    
    
    (205
    )
    
    
    (80
    )
    
    
    (298
    )Balance at end of year
    
    $
    8,318
    
    
    $
    7,559
    
    
    $
    7,075
    Note 13: Incentive Compensation Plans
 Performance Bonus
 Profit Sharing and Savings Plans (the savings plans)
 Defined Benefit Pension Plans (the plans)  i.e.,
 53




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##### Table of Contents



Stock-based compensation plans
   Shares(in thousands)Shares 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, 2011
    
    
    799Shares authorized for grant under the Incentive Plan as of March 31, 2011
    
    
    2,587Shares available for grant under the Incentive Plan as of March 31, 2011 1
    
    
    1,224
 1 
 The aggregate number of shares available for issuance is reduced by 1.87
shares for each issuance of a full value award (e.g.,restricted stock units and performance share
awards). The shares available for grant assume a 100% payout on outstanding performance share
awards. Actual payout could range from 0% - 150% resulting in shares available for grant from 1,557
to 1,057.  Stock options
 54




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##### Table of Contents



Fiscal2011
    
    
    2010
    
    
    2009Expected life (in years)
    
    
    4.9
    
    
    
    5.0
    
    
    
    4.8Risk free interest rate
    
    
    2.3
    %

    
    
    2.6
    %
    
    
    3.4
    %Annual Forfeiture Rate
        

    2.1
    %
    

    
    2.5
    %
    
    
    2.4
    %Volatility
    
    
    41.4
    %
    
    
    45.6
    %
    
    
    30.5
    %Dividend yield
    
    
    0.8
    %
    
    
    0.9
    %
    
    
    0.7
    %
  Weighted-AverageWeighted-
    
    
    RemainingAverage
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise
    
    
    Life
    
    
    Value(in 000s)
    
    
    Price
    
    
    (Years)
    
    
    (000s)Outstanding at March 31, 2010
    
    
    3,187
    
    
    $
    35.66Granted
    
    
    234
    
    
    
    32.21Exercised
    
    
    (318
    )
    
    
    29.07Forfeited or expired
    
    
    (202
    )
    
    
    42.27Outstanding at March 31, 2011
    
    
    2,901
    
    
    $
    35.65
    
    
    
    5.1
    
    
    $
    5,983Exercisable at March 31, 2011
    
    
    2,211
    
    
    $
    37.20
    
    
    
    4.2
    
    
    $
    2,903
   Weighted-AverageShares (in
    
    
    Grant-DateShares in thousands
    
    000s)
    
    
    Fair ValueNon-vested at March 31, 2010
    
    
    866
    
    
    
    9.42Granted
    
    
    234
    
    
    
    11.69Forfeited
    
    
    (5
    )
    
    
    8.56Vested
    
    
    (405
    )
    
    
    9.21Non-vested at March 31, 2011
    
    
    690
    
    
    
    10.32
  55




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##### Table of Contents



Restricted stock units
  Weighted-AverageGrant-Shares
    
    
    Date Fair(in 000s)
    
    
    ValueOutstanding at March 31, 2010
    
    
    149
    
    
    
    28.75Granted
    
    
    175
    
    
    
    30.72Vested
    
    
    (68
    )
    
    
    29.28Forfeited
    
    
    (8
    )
    
    
    29.50Outstanding at March 31, 2011
    
    
    248
    
    
    
    29.97
   Performance share awards
 Fiscal2011
    
    
    2010Expected Volatility
    
    
    52.3
    %
    
    
    59.1
    %Risk free interest rate
    
    
    1.4
    %
    
    
    1.1
    %Dividend yield
    
    
    0.8
    %
    
    
    0.8
    %
  Weighted-AverageGrant-Shares
    
    
    Date Fair(in 000s)
    
    
    ValueOutstanding at March 31, 2010
    
    
    100
    
    
    
    33.05Granted
    
    
    79
    
    
    
    33.24Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding at March 31, 2011
    
    
    179
    
    
    
    33.13
   56




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##### Table of Contents



Note 14: Earnings Per Share
  Fiscal2011
    
    
    2010
    
    
    2009Net income
    
    $
    52,862
    
    
    $
    34,503
    
    
    $
    45,309Weighted-average common shares outstanding (basic)
    
    
    17,680
    
    
    
    17,546
    
    
    
    17,527Effect of dilutive securities from employee stock options
    
    
    115
    
    
    
    
    
    
    
    Weighted-average common shares outstanding (diluted)
    
    
    17,795
    
    
    
    17,546
    
    
    
    17,527Basic earnings per common share
    
    $
    2.99
    
    
    $
    1.97
    
    
    $
    2.59Dilutive earnings per common share
    
    $

    2.97
    
    
    $
    1.97
    
    
    $
    2.59
  Note 15: Commitments and Contingencies
 Regulatory Matters
 Litigation Matters
 Product Warranties
  57




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##### Table of Contents



Note 16: Segment Reporting
   Fiscal2011
    
    
    2010
    
    
    2009North AmericaRevenues
    
    $
    931,181
    
    
    $
    829,233
    
    
    $
    838,871Operating income
    
    
    76,789
    
    
    
    47,623
    
    
    
    61,651Depreciation
    
    
    5,569
    
    
    
    7,231
    
    
    
    9,378Intangibles amortization
    
    
    12,111
    
    
    
    15,156
    
    
    
    10,715Segment assets (as of March 31)
    
    
    1,079,622
    
    
    
    1,030,575
    
    
    
    1,060,491EuropeRevenues
    
    $
    100,221
    
    
    $
    99,502
    
    
    $
    121,839Operating income
    
    
    8,032
    
    
    
    10,148
    
    
    
    12,548Depreciation
    
    
    352
    
    
    
    362
    
    
    
    420Intangibles amortization
    
    
    39
    
    
    
    41
    
    
    
    59Segment assets (as of March 31)
    
    
            127,176
    
    
    
    121,731
    
    
    
    125,781All OtherRevenues
    
    $
    36,827
    
    
    $
    32,658
    
    
    $
    38,838Operating income
    
    
    6,237
    
    
    
    5,272
    
    
    
    5,804Depreciation
    
    
    145
    
    
    
    128
    
    
    
    134Intangibles amortization
    
    
    6
    
    
    
    5
    
    
    
    16Segment assets (as of March 31)
    
    
    27,539
    
    
    
    22,672
    
    
    
    18,291
  March 31,2011
    
    
    2010
    
    
    2009Segment assets for North America, Europe and All Other
    
    $
    1,234,337
    
    
    
    1,174,978
    
    
    
    1,204,563Corporate eliminations
    
    
    (62,354
    )
    
    
    (49,614
    )
    
    
    (68,075
    )Total consolidated assets
    
    $
    1,171,983
    
    
    
    1,125,364
    
    
    
    1,136,488
 58




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##### Table of Contents



Fiscal2011
    
    
    2010
    
    
    2009Data ServicesRevenues
    
    $
    230,719
    
    
    $
    187,535
    
    
    $
    191,436Gross profit
    
    
    59,287
    
    
    
    51,048
    
    
    
    55,407Voice ServicesRevenues
    
    $
    648,512
    
    
    $
    593,562
    
    
    $
    598,319Gross profit
    
    
    210,558
    
    
    
    197,673
    
    
    
    200,541Hotline ServicesRevenues
    
    $
    188,998
    
    
    $
    180,296
    
    
    $
    209,793Gross profit
    
    
    87,265
    
    
    
    86,660
    
    
    
    101,232
  Note 17: Quarterly Data (Unaudited)
  Fiscal 2011Unaudited
    
    1Q
    
    
    2Q
    
    
    3Q
    
    
    4Q
    
    
    FYRevenuesHotline products
    
    $
    46,049
    
    
    $
    46,415
    
    
    $
    49,545
    
    
    $
    46,989
    
    
    $
    188,998On-Site services
    
    
    217,547
    
    
    
    226,509
    
    
    
    227,134
    
    
    
    208,041
    
    
    
    879,231Total
    
    
    263,596
    
    
    
    272,924
    
    
    
    276,679
    
    
    
    255,030
    
    
    
    1,068,229Cost of salesHotline products
    
    
    24,818
    
    
    
    25,018
    
    
    
    26,987
    
    
    
    24,910
    
    
    
    101,733On-Site services
    
    
    149,164
    
    
    
    157,786
    
    
    
    159,040
    
    
    
    143,396
    
    
    
    609,386Total
    
    
    173,982
    
    
    
    182,804
    
    
    
    186,027
    
    
    
    168,306
    
    
    
    711,119Gross profit
    
    
    89,614
    
    
    
    90,120
    
    
    
    90,652
    
    
    
    86,724
    
    
    
    357,110Selling, general & administrative expenses
    
    
    63,620
    
    
    
    63,534
    
    
    
    64,296
    
    
    
    62,446
    
    
    
    253,896Intangibles amortization
    
    
    3,102
    
    
    
    3,058
    
    
    
    2,901
    
    
    
    3,095
    
    
    
    12,156Operating income
    
    
    22,892
    
    
    
    23,528
    
    
    
    23,455
    
    
    
    21,183
    
    
    
    91,058Interest expense (income), net
    
    
    1,690
    
    
    
    1,742
    
    
    
    1,028
    
    
    
    970
    
    
    
    5,430Other expenses (income), net
    
    
    1
    
    
    
    (66
    )
    
    
    (11
    )
    
    
    424
    
    
    
    348Income before provision for income taxes
    
    
    21,201
    
    
    
    21,852
    
    
    
    22,438
    
    
    
    19,789
    
    
    
    85,280Provision for income taxes
    
    
    8,057
    
    
    
    8,302
    
    
    
    8,528
    
    
    
    7,531
    
    
    
    32,418Net income
    
    $
    13,144
    
    
    $
    13,550
    
    
    $
    13,910
    
    
    $
    12,258
    
    
    $
    52,862Earnings per common shareBasic
    
    $
    0.75
    
    
    $
    0.77
    
    
    $
    0.79
    
    
    $
    0.69
    
    
    $
    2.99Diluted
    
    $
    0.75
    
    
    $
    0.77
    
    
    $
    0.78
    
    
    $
    0.68
    
    
    $
    2.97
 59




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##### Table of Contents



Fiscal 2010Unaudited
    
    1Q
    
    
    2Q
    
    
    3Q
    
    
    4Q
    
    
    FYRevenuesHotline products
    
    $
    42,282
    
    
    $
    45,511
    
    
    $
    47,012
    
    
    $
    45,491
    
    
    $
    180,296On-Site services
    
    
    192,930
    
    
    
    186,402
    
    
    
    206,373
    
    
    
    195,392
    
    
    
    781,097Total
    
    
    235,212
    
    
    
    231,913
    
    
    
    253,385
    
    
    
    240,883
    
    
    
    961,393Cost of salesHotline products
    
    
    22,195
    
    
    
    23,666
    
    
    
    24,406
    
    
    
    23,369
    
    
    
    93,636On-Site services
    
    
    130,604
    
    
    
    125,973
    
    
    
    142,150
    
    
    
    133,649
    
    
    
    532,376Total
    
    
    152,799
    
    
    
    149,639
    
    
    
    166,556
    
    
    
    157,018
    
    
    
    626,012Gross profit
    
    
    82,413
    
    
    
    82,274
    
    
    
    86,829
    
    
    
    83,865
    
    
    
    335,381Selling, general & administrative expenses
    
    
    63,883
    
    
    
    64,515
    
    
    
    64,198
    
    
    
    64,540
    
    
    
    257,136Intangibles amortization
    
    
    4,045
    
    
    
    2,150
    
    
    
    3,108
    
    
    
    5,899
    
    
    
    15,202Operating income
    
    
    14,485
    
    
    
    15,609
    
    
    
    19,523
    
    
    
    13,426
    
    
    
    63,043Interest expense (income), net
    
    
    2,144
    
    
    
    2,596
    
    
    
    1,852
    
    
    
    2,290
    
    
    
    8,882Other expenses (income), net
    
    
    (142
    )
    
    
    (85
    )
    
    
    40
    
    
    
    21
    
    
    
    (166
    )Income before provision for income taxes
    
    
    12,483
    
    
    
    13,098
    
    
    
    17,631
    
    
    
    11,115
    
    
    
    54,327Provision for income taxes
    
    
    4,681
    
    
    
    4,912
    
    
    
    6,612
    
    
    
    3,619
    
    
    
    19,824Net income
    
    $
    7,802
    
    
    $
    8,186
    
    
    $
    11,019
    
    
    $
    7,496
    
    
    $
    34,503Earnings per common shareBasic
    
    $
    0.45
    
    
    $
    0.47
    
    
    $
    0.63
    
    
    $
    0.43
    
    
    $
    1.97Diluted
    
    $
    0.44
    
    
    $
    0.47
    
    
    $
    0.63
    
    
    $
    0.43
    
    
    $
    1.97
 
 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
 60




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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
 61




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##### Table of Contents



Report of Independent Registered Public Accounting Firm on Internal Control over Financial
Reporting
 
 Internal Control  Integrated Framework
        
 62




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##### Table of Contents



Item 9B. Other Information.
  
 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.
  63




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  (a)(1)
    
    Financial Statements - no financial statements have been filed in this Form
10-K other than those in Item 8(a)(2)
    
    Financial Statement Schedule (Schedule II - Valuation and Qualifying Accounts)
 64




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##### Table of Contents



SCHEDULE II
 BLACK BOX CORPORATION
 Valuation and Qualifying Accounts
 Balance at
    
    
    Additions
    
    
    Additions
    
    
    Reductions
    
    
    
    
    
    
    Balance atBeginning
    
    
    Charged to
    
    
    from
    
    
    from
    
    
    
    
    
    
    End ofDescription
    
    of Period
    
    
    Expenses
    
    
    Acquisitions
    
    
    Reserves
    
    
    Other
    
    
    PeriodBalance at March 31, 2011Inventory reserves
    
    $
    19,990
    

    $
    
    1,408
    

    $
    
    17
    

    $
    
    (1,556
    )
    
    
    
    

    $
    
    19,859Allowance for doubtful
accounts/sales returns
    
    
    9,505
    
    
    
    2,674
    
    
    
    2
    
    
    
    (5,060
    )
    
    
    
    
    
    
    7,121Balance at March 31, 2010Inventory reserves
    
    $
    20,290
    

    $
    
    2,177
    

    $
    
    631
    

    $
    
    (3,108
    )
    
    
    
    

    $
    
    19,990Allowance for doubtful
accounts/sales returns
    
    
    9,934
    
    
    
    2,408
    
    
    
    182
    
    
    
    (3,019
    )
    
    
    
    
    
    
    9,505Balance at 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
    )
    
    
    
    
    
    
    9,934
 65




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##### Table of Contents



EXHIBITS
 ExhibitNumber
    
    Description3(i)
    
    
    Second Restated Certificate of Incorporation of the Company, as amended (1)3(ii)
    
    
    Amended and Restated By-laws of the Company, as amended (2)10.1
    
    
    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 (the Credit Agreement)
(3)10.2
    
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Company, the
Lenders and Citizens Bank of Pennsylvania (4)10.3
    
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Guarantors,
the Lenders and Citizens Bank of Pennsylvania (4)10.4
    
    
    Agreement between the Company and Francis W. Wertheimber (5)10.5
    
    
    Amended and Restated Agreement between the Company and Michael McAndrew (6)10.6
    
    
    Amended and Restated Agreement between the Company and R. Terry Blakemore (7)10.7
    
    
    1992 Stock Option Plan, as amended through August 9, 2007 (8)10.8
    
    
    1992 Director Stock Option Plan, as amended through August 9, 2007 (8)10.9
    
    
    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)
(5)10.1
    
    
    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)
(5)10.11
    
    
    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)
(9)10.12
    
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992 Stock
Option Plan) (5)10.13
    
    
    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) (9)10.14
    
    
    Description of Fiscal 2009 Annual Incentive Plan (10)10.15
    
    
    Form of 2008 Long-Term Incentive Cash Award Agreement for Fiscal 2009 (10)10.16
    
    
    2008 Long-Term Incentive Plan (11)10.17
    
    
    Description of Fiscal 2010 Annual Incentive Plan (12)10.18
    
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 2008
Long-Term Incentive Plan) (12)10.19
    
    
    Form of Black Box Corporation Restricted Stock Unit Agreement (pursuant to the 2008 Long-Term
Incentive Plan) (12)10.20
    
    
    Form of Black Box Corporation Restricted Stock Unit Agreement for Non-Employee Directors
(pursuant to the 2008 Long-Term Incentive Plan) (12)10.21
    
    
    Form of Black Box Corporation Performance Share Award Agreement (pursuant to the 2008 Long-Term
Incentive Plan) (12)
 66




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##### Table of Contents



10.22
    
    
    Summary of Director Compensation (13)10.23
    
    
    Description of Fiscal 2011 Annual Incentive Plan (14)10.24
    
    
    Agreement between the Company and Kenneth P. Davis (15)10.25
    
    
    First Amendment to Credit Agreement dated as of October 8, 2010 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 (First Amendment to the
Credit Agreement)(15)21.1
    
    
    Subsidiaries of the Registrant (13)23.1
    
    
    Consent of Independent Registered Accounting Firm (13)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
(13)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
(13)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
(13)
 (1)
    
    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.(2)
    
    Filed as Exhibit 3(ii) to the Current Report on Form 8-K of the
Company, file number 0-18706, filed with the SEC on May 17, 2010,
and incorporated herein by reference.(3)
    
    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.(4)
    
    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.(5)
    
    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.(6)
    
    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.(7)
    
    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.(8)
    
    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.(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 November 10,
2005, and incorporated herein by reference.(10)
    
    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.(11)
    
    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.(12)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the SEC on August 6,
2009, and incorporated herein by reference.(13)
    
    Filed herewith.(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 August 12,
2010, and incorporated herein by reference.(15)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the SEC on February 10,
2011, and incorporated herein by reference.
 67




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##### Table of Contents



SIGNATURES
  BLACK BOX CORPORATIONDated:  May 27, 2011/s/ MICHAEL MCANDREW
 Michael
McAndrewExecutive Vice President, Chief Financial Officer,Treasurer, Secretary and Principal Accounting Officer
  Signatures
    
    Capacity
    
    Date/s/ WILLIAM F. ANDREWS

William F. Andrews
    
    Director
    
    May 27, 2011/s/ RICHARD L. CROUCH

Richard L. Crouch
    
    Director
    
    May 27, 2011/s/ THOMAS W. GOLONSKI

Thomas W. Golonski
    
    Director
    
    May 27, 2011/s/ THOMAS G. GREIG

Thomas G. Greig
    
    Director and Chairman of the Board
    
    May 27, 2011/s/ WILLIAM H. HERNANDEZ

William H. Hernandez
    
    Director
    
    May 27, 2011/s/ EDWARD A. NICHOLSON

Edward A. Nicholson
    
    Director
    
    May 27, 2011/s/ R. TERRY BLAKEMORE

R. Terry Blakemore
    
    Director, President and Chief Executive Officer
    
    May 27, 2011/s/ MICHAEL MCANDREW
    
    Executive Vice President, Chief Financial
Officer, Treasurer, Secretary and Principal
Accounting Officer
    
    May 27, 2011Michael McAndrew
 68




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3(i)
    
    
    Second Restated Certificate of Incorporation of the Company, as amended (1)3(ii)
    
    
    Amended and Restated By-laws of the Company, as amended (2)10.1
    
    
    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 (the Credit Agreement) (3)10.2
    
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Company, the Lenders and Citizens Bank of
Pennsylvania (4)10.3
    
    
    Guaranty and Suretyship Agreement, dated as of January 30, 2008, by and among the Guarantors, the Lenders and Citizens Bank of
Pennsylvania (4)10.4
    
    
    Agreement between the Company and Francis W. Wertheimber (5)10.5
    
    
    Amended and Restated Agreement between the Company and Michael McAndrew (6)10.6
    
    
    Amended and Restated Agreement between the Company and R. Terry Blakemore (7)10.7
    
    
    1992 Stock Option Plan, as amended through August 9, 2007 (8)10.8
    
    
    1992 Director Stock Option Plan, as amended through August 9, 2007 (8)10.9
    
    
    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) (5)10.1
    
    
    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) (5)10.11
    
    
    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) (9)10.12
    
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 1992 Stock Option Plan)(5)10.13
    
    
    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) (9)10.14
    
    
    Description of Fiscal 2009 Annual Incentive Plan (10)10.15
    
    
    Form of 2008 Long-Term Incentive Cash Award Agreement for Fiscal 2009 (10)10.16
    
    
    2008 Long-Term Incentive Plan (11)10.17
    
    
    Description of Fiscal 2010 Annual Incentive Plan (12)10.18
    
    
    Form of Black Box Corporation Non-Qualified Stock Option Agreement (pursuant to the 2008 Long-Term Incentive Plan)
(12)10.19
    
    
    Form of Black Box Corporation Restricted Stock Unit Agreement (pursuant to the 2008 Long-Term Incentive Plan) (12)10.20
    
    
    Form of Black Box Corporation Restricted Stock Unit Agreement for Non-Employee Directors (pursuant to the 2008 Long-Term
Incentive Plan) (12)10.21
    
    
    Form of Black Box Corporation Performance Share Award Agreement (pursuant to the 2008 Long-Term Incentive Plan)
(12)
 69




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##### Table of Contents



10.22
    
    
    Summary of Director Compensation (13)10.23
    
    
    Description of Fiscal 2011 Annual Incentive Plan (14)10.24
    
    
    Agreement between the Company and Kenneth P. Davis (15)10.25
    
    
    First Amendment to Credit Agreement dated as of October 8, 2010 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 (First Amendment to the Credit Agreement)(15)21.1
    
    
    Subsidiaries of the Registrant (13)23.1
    
    
    Consent of Independent Registered Accounting Firm (13)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 (13)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 (13)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 (13)
 (1)
    
    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.(2)
    
    Filed as Exhibit 3(ii) to the Current Report on Form 8-K of the
Company, file number 0-18706, filed with the SEC on May 17, 2010, and
incorporated herein by reference.(3)
    
    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.(4)
    
    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.(5)
    
    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.(6)
    
    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.(7)
    
    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.(8)
    
    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.(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 November 10,
2005, and incorporated herein by reference.(10)
    
    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.(11)
    
    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.(12)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the SEC on August 6, 2009,
and incorporated herein by reference.(13)
    
    Filed herewith.(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 August 12, 2010,
and incorporated herein by reference.(15)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q of the
Company, file number 0-18706, filed with the SEC on February 10,
2011, and incorporated herein by reference.
 70