<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2001

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

                         Commission File Number: 0-18706
                              BLACK BOX CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

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

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

           Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.001 PAR VALUE.

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

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

Aggregate market value of outstanding Common Stock, $.001 par value (the "Common
Stock"), held by non-affiliates of the Registrant at June 15, 2001, was
$1,224,936,832 based on the closing sale price reported on the Nasdaq National
Market for June 15, 2001. For purposes of this calculation only, directors and
executive officers of the Registrant and their affiliates are deemed to be
affiliates of the Registrant.

Number of outstanding shares of Common Stock at June 15, 2001, was 19,610,404.

                       Document Incorporated by Reference

Proxy Statement for 2001 Annual Meeting of Stockholders -- Part III


<PAGE>   2



                                     PART I

ITEM 1 -- BUSINESS

OVERVIEW. Black Box Corporation is the world's largest technical services
company dedicated to designing, building and maintaining today's complicated
network infrastructure systems. The Black Box team of nearly 5,000 employees
serves more than 150,000 clients in 132 countries throughout the world,
providing technical services on the phone, on-site, and on-line. Through its
catalogs and web site, the Company offers more than 90,000 infrastructure and
networking products, and designs and builds more than 650,000 custom products
each year. Founded in 1976, Black Box operates subsidiaries on five continents,
and is headquartered near Pittsburgh, in Lawrence, Pennsylvania.

         Black Box differentiates itself from its competitors through high
levels of technical support, its capability to provide a single source for
network infrastructure services to customers with multilocation needs, and its
private-labeled brand, BLACK BOX(R). Through its 2,000 technical team members
and 3,000 support team members, the Company offers technical services on the
phone free of charge, 24 hours a day, seven days a week, and fee-based on-site
technical services.

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

INDUSTRY BACKGROUND. Black Box participates in the rapidly growing worldwide
telecommunications market (data, voice, video, et al.), which is expected to
grow from nearly $900 billion today to $1,437 billion in 2004. The market's
annual growth rate of 18% is driven by the increasing use of sophisticated data
networks and an escalating demand for increased bandwidth, fueled by a
proliferation of internet traffic. Other factors, like the steady growth of
e-commerce, also contribute to a constant flow of network upgrades designed to
increase capacity.

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

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

         On-the-Phone Technical Services. Black Box provides its clients with
around-the-clock, seven days per week technical support at no charge through a
hotline telephone consulting service, available to customers in 132 countries
worldwide. In fiscal 2001, the Company's more than 300 on-the-phone technical
experts responded to approximately two million client calls, and 99.2% of



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them were answered in less than 20 seconds, nearly 30 times faster than the
industry average.

         Each Black Box phone technician averages 45 minutes of training per
day. The Company believes this training allows its technicians to provide its
customers with reliable and cost-effective solutions to conversion,
connectivity, communications and networking challenges and to guide its
customers from system design and product selection through installation,
post-installation and maintenance.

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

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

         Black Box guarantees all of its products by permitting customers to
return or exchange them within the first 45 days after purchase. In addition,
the Company provides warranties of at least one year on all products, and
lifetime warranties with many products. In Fiscal 1998, Black Box became the
first in the industry to introduce a warranty program offering full protection
regardless of cause of failure, including accidental, surge or water damage.
Extended warranty protection is also available on all Black Box brand products.

         Brand Name. BLACK BOX(R) is a widely recognized brand name associated
with high quality products and knowledgeable customer support services. The
Company believes that the BLACK BOX(R) tradename is important to its business.
As a result, manufacturers of computer communications and networking products
have sought to distribute their products under the BLACK BOX(R) private label to
take advantage of this broad and cost-effective distribution channel. In 1994,
Black Box received ISO9001 certification, becoming the first U.S. technical
direct marketer to be so certified. In addition, the Company's subsidiaries in
Australia, Brazil, France, Japan, Mexico and the United Kingdom have also
received the ISO certification. Rigorous quality control processes must be
documented and practiced to earn and maintain ISO9001 certification, which is
increasingly required of vendors (like Black Box) by the purchasing departments
of many businesses around the world.

         Proprietary Customer List. Over the past 25 years, the Company has
built a proprietary mailing list of approximately 1.9 million names representing
nearly 800,000 customers. This database includes information on the past
purchases of its customers. The Company routinely analyzes this data in an
effort to enhance customer response and purchasing rates, increase average order
size and ensure that targeted mailings reach specific customer groups. The
Company believes that its proprietary list is a valuable asset that represents a
significant competitive advantage and



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does not rent the list to other parties.

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

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

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

         Through a series of acquisitions, Black Box has established on-site
presence in most major national markets and in selected markets outside of the
United States (primarily in Europe). Annualized combined revenues from on-site
services were $526 million at the end of Fiscal 2001 and represented 55% of the
worldwide business. The Company expects to aggressively continue expanding its
on-site capabilities in Fiscal 2002. Annualized combined revenues from on-site
services in Fiscal 2002 are expected to approximate $660 million.

         Multilocation On-Site Services. With on-site operations currently
established in 39 states and seven countries, the Company is marketing these
services to meet the networking requirements of large, multilocation clients.
The Company believes it is uniquely positioned to succeed with such customers
because its strong national and international presence allows it to offer its
customers a single point of contact, reliable and predictable quality, and what
the Company believes is an exceptional team of project managers who are
experienced in managing multilocation work. At the close of fiscal 2001, the
Company's multilocation customers were some of the largest retail chains in the
country, including an agreement with The Home Depot to provide services for
stores in the United States and Puerto Rico.

CUSTOMERS. Black Box customers range from small organizations to many of the
world's largest corporations and include educational institutions and federal,
state and local governments. While the Company's customers include most of the
Fortune 1000 companies, Black Box estimates that 60% of its revenues were from
non-Fortune 1000 customers. Many small and mid-sized companies lack the in-house
expertise to evaluate and maintain increasingly complex computer systems and
thus rely on Black Box's technical expertise, both before and after making
purchases. In addition to utilizing the Company's extensive technical knowledge,
larger customers find the BLACK BOX(R) Catalog to be a convenient and
comprehensive source for all of their networking needs.

MARKETING. Black Box products are primarily marketed through the BLACK BOX(R)
Catalog. Black Box was the first company to engage exclusively in the sale of a
broad range of computer communications and networking products through direct
marketing techniques. Black Box targets the mailing of comprehensive, full-line
catalogs, specialty catalogs and other marketing materials directly to its
customers who make systems design and purchasing decisions. Black Box catalogs
present a wide choice of items using a combination of product features and
benefits, photographs, product descriptions, product specifications,
compatibility charts, potential applications and other



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helpful technical information. The latest edition of the BLACK BOX(R) Catalog is
1,400 pages and weighs 5.2 pounds.

TECHNICAL SUPPORT. Black Box believes that its technical support is a critical
component of its success. The Company's technical experts, both phone-based and
on-site, typically have technical or engineering backgrounds through education
or relevant work experience. Multilingual technical support is available 24
hours per day, seven days per week. Black Box differentiates its phone-based
technical services from others by providing immediate customer response.
Frequent contact between the Company's technical staff and customers enables the
identification of new products to meet changing applications and to identify
emerging product trends.

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

         Black Box also employs an outbound customer sales and service force to
increase the frequency and order size of customer purchases. Black Box's
telesales force is focused on expanding its customer list and improving the
accuracy of its customer database. In addition, telesales personnel are utilized
to obtain specifications for potential orders and to follow-up on quotes. Black
Box provides key account pricing to large corporate buyers and provides an
assigned telesales representative who works with corporate buyers to ensure that
their requirements are satisfied.

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

PRODUCTS. Black Box believes that its ability to offer a broad, innovative
product line with continuous new products has been an important factor in its
consistent high growth rates and operating margins. Black Box currently offers
more than 90,000 products through its catalog and website. A majority of the
15,000 products offered in the BLACK BOX(R) Catalog carry the BLACK BOX(R) brand
name.

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

         Black Box also operates its own manufacturing and assembly operation at
its Lawrence, Pennsylvania location, which currently supplies custom cable
assemblies, switches and specialized



                                                                               5
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active devices. The Company has chosen to manufacture certain products in-house
when third party sourcing is not economical or when lead times cannot be met by
third parties. Sourcing decisions of in-house versus out-of-house are based upon
a balance of quality, delivery, performance and cost.

MANAGEMENT INFORMATION SYSTEMS. The Company has committed significant resources
to the development of sophisticated information systems that are used to manage
all aspects of its business. The Company's systems support and integrate
technical support and customer service, inventory management, purchasing,
distribution activities and accounting. These systems provide the Company with
real time, continuously updated information which allows the Company to monitor
sales trends, make informed purchasing decisions, perform statistical analyses
of its customer database and provide product availability and order status
information.

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

BACKLOG. Due to rapid order fulfillment, Black Box's backlog of orders is not
significant to its phone services operation. At March 31, 2001, the worldwide
backlog of unfilled orders believed to be firm from phone services was
approximately $5 million. The worldwide backlog of unfilled orders believed to
be firm from on-site services was approximately $80 million.

EMPLOYEES. As of March 31, 2001, the Company had approximately 5,000 employees
worldwide of which approximately 1,300 are subject to collective bargaining
agreements. The Company believes that its relationship with its employees is
good.

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

COMPETITION. The Company competes with a variety of manufacturers, direct
marketers, computer resellers and manufacturers' sales organizations. The
Company also competes with the manufacturers of products that the Company sells
under its private labels. The Company believes the principal competitive factors
in its markets are product quality and selection, technical support, customer
base and customer service. The Company believes it competes favorably with
respect to these factors. The Company believes there are no dominant competitors
in the industry.



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<PAGE>   7


ITEM 2 -- PROPERTIES

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

         The Company also owns or leases approximately 90 additional offices or
facilities, none of which are material in nature to Black Box, throughout the
world.

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

ITEM 3 -- LEGAL PROCEEDINGS

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

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

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



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<PAGE>   8


EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

<S>                                           <C>         <C>
              Fred C. Young                   45          Chairman of the Board and Chief Executive Officer

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

              Kathleen Bullions               46          Vice President of Operations
</TABLE>


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

         FRED C. YOUNG, 45, was elected Chairman of the Board and Chief
Executive Officer of the Company on June 24, 1998. He was first elected a
director of the Company on December 18, 1995. He served as Vice President and
Chief Financial Officer, Treasurer and Secretary of Black Box Corporation since
joining the Company in 1991 and was promoted to Senior Vice President and Chief
Operating Officer in May 1996 and President in May 1997.

         ANNA M. BAIRD, 44, was promoted to Vice President, Chief Financial
Officer, and Treasurer on May 9, 1997 and became Secretary in May 2000. She was
Director of Finance prior to May 9, 1997.

         KATHLEEN BULLIONS, 46, was promoted to Vice President of Operations on
May 9, 1997. She was Director of Operations prior to May 9, 1997.



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<PAGE>   9


                                     PART II

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

         The Common Stock is traded on the Nasdaq National Market (trading
symbol "BBOX"). On June 15, 2001, the last reported sale price of the Common
Stock was $62.9400 per share. The following table sets forth the quarterly high
and low sale prices of the Common Stock as reported by the Nasdaq Stock Market
during each of the Company's fiscal quarters indicated. Such over the counter
market quotations reflect inter-dealer prices, without retail mark-up, markdown,
or commission, and may not necessarily represent actual transactions.

                                      High                       Low
                                      ----                       ---

FISCAL 1999

   1st Quarter                        41.0000                    31.4375
   2nd Quarter                        37.3750                    22.7500
   3rd Quarter                        38.3750                    21.5000
   4th Quarter                        38.3750                    26.3750

FISCAL 2000

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

FISCAL 2001

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


At March 31, 2001, there were 2,369 holders of record.

No cash dividends have been paid on the Common Stock.



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

    The following table sets forth certain selected historical consolidated
financial data for the Company for the periods indicated. All periods presented
have been restated where appropriate to reflect mergers accounted for as
poolings-of-interests and reclasses of shipping and handling income primarily
from cost of sales to revenue as required by EITF No. 00-10. Information should
be read in conjunction with the Company's Consolidated Financial Statements and
Notes thereto included elsewhere in this report. The historical data presented
below for Fiscal Years 1997 through 2001 were derived from the Consolidated
Financial Statements of the Company.

<TABLE>
<CAPTION>
                                                                       FISCAL YEAR ENDED MARCH 31,
-----------------------------------------------------------------------------------------------------------------------------

                                            1997                1998               1999               2000               2001
                                            ----                ----               ----               ----               ----
<S>                                    <C>                 <C>                <C>                <C>                <C>
Income Statement Data:
Revenue (1)                            $ 251,578           $ 305,549          $ 336,890          $ 508,340          $ 826,993
Cost of sales                            122,863             157,714            174,067            288,813            493,861
                                       ---------           ---------          ---------          ---------          ---------
Gross profit                             128,715             147,835            162,823            219,527            333,132
Selling, general &
   administrative expenses                78,624              88,137             95,055            129,874            203,377
                                       ---------           ---------          ---------          ---------          ---------
Operating income before
   amortization                           50,091              59,698             67,768             89,653            129,755
Intangibles amortization                   3,854               3,801              4,263              6,410             12,821
                                       ---------           ---------          ---------          ---------          ---------
Operating income                          46,237              55,897             63,505             83,243            116,934
Interest expense, net                      3,654               2,636                553              3,243             11,312
Net income                             $  24,792           $  32,404          $  38,145          $  48,852          $  64,190
                                       ======================================================================================

Basic earnings per share:                  $1.47               $1.89              $2.19              $2.74              $3.40
                                       ======================================================================================

Diluted earnings per share:                $1.40               $1.79              $2.09              $2.60              $3.22
                                       ======================================================================================


Balance Sheet Data (at end of
   period):
Working capital                        $  39,364           $  63,345          $  73,262          $ 115,981          $ 138,922
Total assets                             176,826             190,283            246,465            452,289            652,930
Total long-term debt                      21,280               8,189                204            105,374            124,066
Stockholders' equity                      95,959             130,248            192,652            258,327            388,951
</TABLE>


    (1) Revenues are net of sales returns and allowances and have been restated
    to include shipping & handling income primarily reclassed from cost of sales
    as required by EITF No. 00-10.

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<PAGE>   11




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

GENERAL: The table below should be read in conjunction with the following
discussion (percentages are based on total revenues.) Where applicable, prior
year numbers have been restated to reclass shipping and handling income
primarily from cost of sales to revenue as required by EITF No. 00-10.

                                       Fiscal Year Ended March 31,
=============================================================================
                                   1999             2000            2001
=============================================================================

Revenues                        $ 336,890        $ 508,340       $ 826,993
-----------------------------------------------------------------------------

Revenues:
    On-Site Services:
        North America                 8.0%            29.2%           49.6%
        International                 0.0              0.7             3.3
-----------------------------------------------------------------------------
    Total On-Site Services            8.0             29.9            52.9
-----------------------------------------------------------------------------
    Phone Services:
        North America                48.9             37.3            24.1
        International                43.1             32.8            23.0
-----------------------------------------------------------------------------
    Total Phone Services             92.0             70.1            47.1
-----------------------------------------------------------------------------
    Total Revenues                  100.0%           100.0%          100.0%
=============================================================================


FISCAL 2001 COMPARED TO FISCAL 2000: Revenues for Fiscal 2001 were $826,993, an
increase of 63% over Fiscal 2000 revenues of $508,340. If exchange rates had
remained constant from the corresponding periods in the prior year, Fiscal 2001
revenues would have increased 66%.

Revenues from on-site services increased to $437,296 from $152,167, or 187% over
the prior year. If exchange rates had remained constant from the corresponding
periods in the prior year, on-site services revenues for Fiscal 2001 would have
increased 189%. Overall, on-site services revenue growth was due to the
Company's continued geographic expansion by merger of its on-site technical
services capabilities as well as strong demand for on-site services from
existing on-site customers. Total Fiscal 2001 revenues resulting from
acquisitions accounted for using the purchase method were $140,339. On-site
services revenues from North America increased to $409,850 from $148,490, or
176% over the prior year. International on-site services revenues for Fiscal
2001 increased to $27,446 from $3,677, or 646% over the prior year. The growth
of North America and International on-site services revenues were both driven by
the Company's continued geographic expansion of its technical services
capabilities, deeper penetration in existing markets, and strong demand for
on-site services from existing on-site customers. If exchange rates had remained
constant from the prior year, International on-site services revenues would have
increased 718% from Fiscal 2000.

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




                                                                              11
<PAGE>   12
geographic regions. Phone services revenues from North America increased to
$199,005 from $189,609, or 5% over the prior year. The growth of North America
phone services revenues is driven primarily by continued strong demand for
infrastructure products and ServSwitch(TM) products from customers of all sizes.
International phone services revenues for Fiscal 2001 increased to $190,692 from
$166,564, or 14% over the prior year. International phone services revenue
growth was driven by strong demand for infrastructure products, ServSwitch(TM)
and printer devices, success in attaining new customers, and deeper penetration
of existing customers. If exchange rates had remained constant from the prior
year, International phone services revenues would have increased 23% from Fiscal
2000.

Reported revenue dollar and percentage changes by geographic region were as
follows: Europe revenues increased $40,267, or 38%, Pacific Rim revenues
increased $4,342, or 10%, and Latin American revenues increased $3,288, or 17%.
If the exchange rate relative to the U.S. dollar had remained unchanged from
Fiscal 2000, revenue growth for Europe, Pacific Rim and Latin America would have
been 52%, 12% and 18%, respectively.

Gross profit in Fiscal 2001 increased to $333,132, or 40.3% of revenues, from
$219,527, or 43.2% of revenues in Fiscal 2000. The decline in gross profit
margin was due primarily to the increase in percentage of revenues from the
Company's on-site services which provide lower gross margins. The revaluation of
foreign denominated intercompany receivables had little impact on gross profit
margin. Excluding the impact of revaluing the intercompany receivables, the
gross profit margin was 40.3% in Fiscal 2001 compared to 43.3% in Fiscal 2000.

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

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

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

The tax provision in Fiscal 2001 was $41,040, or an effective tax rate of 39.0%,
which is comparable to $31,225, or an effective tax rate of 39.0%, in Fiscal
2000. The annual effective tax rate of 39.0% for Fiscal 2001 was higher than the
U.S. statutory rate of 35.0% primarily due to state income taxes and the
unfavorable impact of non-deductible intangibles amortization, offset by foreign
income taxes higher than the U.S. rate.

Net income for Fiscal 2001 was $64,190 compared to $48,852 in Fiscal 2000, an
increase of



                                                                              12
<PAGE>   13

31%. This growth was primarily due to strong revenue growth and the successful
expansion of the Company's on-site services by merger.

FISCAL 2000 COMPARED TO FISCAL 1999: Revenues for Fiscal 2000 were $508,340, an
increase of 51% over Fiscal 1999 revenues of $336,890. Revenues from on-site
services increased to $152,167 from $26,937, or 465% over the prior year.
On-site services revenue growth was primarily due to the Company's continued
geographic expansion of its technical services capabilities as well as strong
demand for on-site services from existing on-site customers. Total Fiscal 2000
revenues resulting from acquisitions occurring during Fiscal 2000 accounted for
using the purchase method were $62,055.

Revenues from the Company's phone services business for Fiscal 2000 increased to
$356,173 from $309,953, or 15% over the prior year. If exchange rates had
remained constant from the corresponding periods in the prior year, phone
services revenues for Fiscal 2000 would have increased 16%. Overall, phone
services revenues from North America increased to $189,609 from $164,592, or 15%
over the prior year. The growth of North America phone services revenues was
driven primarily by strong demand for infrastructure products, ServSwitch(TM),
and LAN products from customers of all sizes. International phone services
revenues for Fiscal 2000 increased to $166,564 from $145,361, or 15% over the
prior year. International phone services revenue growth for Fiscal 2000 was
driven by strong demand for infrastructure products, ServSwitch(TM), LAN
products, printer devices and modems, success in attracting new customers, and
deeper penetration of existing customers. If exchange rates had remained
constant from the prior year, International phone services revenues would have
increased 16% from Fiscal 1999.

Reported revenue dollar and percentage changes by geographic region were as
follows: Europe revenues increased $13,628, or 15%, Pacific Rim revenues
increased $8,052, or 22%, and Latin American revenues increased $3,058, or 19%.
If the exchange rate relative to the U.S. dollar had remained unchanged from
Fiscal 1999, revenue growth for Europe, Pacific Rim and Latin America would have
been 22%, 9% and 21%, respectively.

Gross profit in Fiscal 2000 increased to $219,527, or 43.2% of revenues, from
$162,823, or 48.3% of revenues in Fiscal 1999. The decline in gross profit
margin was due primarily to the increase in percentage of revenues from the
Company's on-site services which provide lower gross margins. Excluding the
impact of revaluing the intercompany receivables, the gross profit margin was
43.3% in Fiscal 2000 compared to 48.1% in Fiscal 1999.

Selling, general and administrative ("SG&A") expenses for Fiscal 2000 were
$129,874, or 25.5% of revenues, an increase of $34,819 over SG&A expenses of
$95,055, or 28.2% of revenues in Fiscal 1999. SG&A expense as a percentage of
revenues decreased from last year primarily due to the increase in percentage of
revenue from the Company's on-site services which incurs lower operating
expenses relative to revenues. The dollar increase over the prior year related
primarily to additional marketing and personnel costs worldwide and additional
costs from newly-merged operations which are included in Fiscal 2000 but not in
Fiscal 1999.

Operating income excluding intangibles amortization in Fiscal 2000 was $89,653,
or 17.6% of revenues, compared to $67,768, or 20.1% of revenues in Fiscal 1999.
The decline in margin was due primarily to the increase in percentage of
revenues from the Company's on-site services which operate at slightly lower
margins. Intangibles amortization for the year was $6,410 compared to $4,263 in
Fiscal 1999. The increase in amortization is due to additional goodwill



                                                                              13
<PAGE>   14

related to the Company's continued expansion by merger of its technical
services.

Net interest expense for Fiscal 2000 increased to $3,243 from $553 in Fiscal
1999 due to an increase in borrowings for the repurchase of the Company's common
stock and the continued expansion by merger of its technical services.

The tax provision in Fiscal 2000 was $31,225, or an effective tax rate of 39.0%,
which is comparable to $24,905, or an effective tax rate of 39.5%, in Fiscal
1999. The annual effective tax rate of 39.0% for Fiscal 2000 was higher than the
U.S. statutory rate of 35.0% primarily due to state income taxes and the
unfavorable impact of non-deductible intangibles amortization, offset by foreign
income taxes higher than the U.S. rate. The decline in the effective tax rate
was primarily due to the recovery of previous tax losses in Brazil and Mexico
resulting from their improved profitability.

Net income for Fiscal 2000 was $48,852 compared to $38,145 in Fiscal 1999, an
increase of 28%. This growth was primarily due to strong revenue growth, the
Company's ability to leverage its existing cost structure and the successful
expansion of the Company's on-site services by merger.

LIQUIDITY AND CAPITAL RESOURCES: The Company continues to meet all of its
operating cash requirements through cash flow from operations. During Fiscal
2001, cash flow before net borrowings, cash impact of mergers, and treasury
stock purchases was $62,073. Reflected as a use of working capital in Fiscal
2001 are increases in accounts receivable that relate to billings occurring at
fiscal year end for on-site revenues recognized under the percentage of
completion method. The total cash impact of mergers and treasury stock purchases
was $53,435 and $33,102, respectively and, as a result, the Company's net
proceeds from borrowings increased by $22,030. The Company also had net capital
expenditures of $6,911 during Fiscal 2001. As of March 31, 2001, the Company had
cash and cash equivalents of $6,209, working capital of $138,922 and long-term
debt of $124,066. The Company's total debt at March 31, 2001 of $129,437 was
comprised of borrowings from the syndicated debt of $121,200 and various loans
and commitments of $8,237. The weighted average interest rate on all
indebtedness of the Company as of March 31, 2001 and March 31, 2000 was
approximately 6.8% and 6.7%, respectively.

Interest on the syndicated debt is variable based on the Company's option of
selecting the bank's prime rate (8% at March 31, 2001) plus an applicable margin
as defined in the agreement or the Euro-dollar rate plus an applicable margin as
defined in the agreement. The applicable margin is adjusted each quarter based
on the consolidated leverage ratio, as defined in the agreement. The applicable
margin varies from zero to 0.75% (0% at March 31, 2001) on the prime rate option
and from 0.75% to 1.75% (1.0% at March 31, 2001) on the Euro-dollar rate option.
The syndicated debt also provides for the payment of quarterly commitment fees
on unborrowed funds, also based on the consolidated leverage ratio. The
commitment fee percentage range from 0.25% to 0.375% (0.25% as of March
31,2001). The syndicated debt is unsecured: however, the Company, as the
ultimate parent, guarantees all borrowings and the debt contains various
restrictive covenants.

From March 31, 1999 through March 31, 2001, the Company announced its intention
to repurchase up to 2.5 million shares of its common stock. As of March 31,
2001, the Company had repurchased 2.1 million shares at prevailing market prices
for an aggregate purchase price of



                                                                              14
<PAGE>   15

$100,355. The Company's most recent announcement was on July 21, 2000 to
repurchase an additional 500 thousand shares, of which 105 thousand were
repurchased as of March 31, 2001 under this plan, and are included above.
Funding for these stock repurchases came from existing cash flow and borrowings
under syndicated debt facilities maintained with Mellon Bank, N.A.

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

The Company has entered and will continue in the future, on a selective basis,
to enter into forward exchange contracts to reduce the foreign currency exposure
related to certain intercompany transactions. On a monthly basis, the open
contracts are revalued to fair market value, and the resulting gains and losses
are recorded in cost of sales. These gains and losses offset the revaluation of
the related foreign currency denominated receivables, which are also included in
cost of sales. At March 31, 2001, the open foreign exchange contracts were in
the Euro, Sterling pound, Canadian dollars, Swiss francs and Australian dollars.
These open contracts, valued at approximately $8,638, have a fair value of
$8,250 and will expire over the next three months, with the exception of the
contract related to the Company's acquisition of Data Specialties Europe Ltd.,
which expires on April 30, 2002. The open contracts have contract rates of
0.8909 to 0.9363 Euro, 1.4170 to 1.5318 Sterling pound, 1.5120 to 1.5760
Canadian dollars, 1.6004 to 1.7200 Swiss francs and 0.4950 to 0.5638 Australian
dollars, all per U.S. dollar. The effect of these contracts on net income for
the year ended March 31, 2001, was an increase of approximately $2,400.

On April 4, 2000, Black Box Corporation of PA, a domestic subsidiary of the
Company, entered into a $120,000 Revolving Credit Agreement ("Long Term
Revolver") and a $60,000 Short Term Credit Agreement ("Short Term Revolver")
(together the "Syndicated Debt") with Mellon Bank, N.A. and a group of lenders.
The terms of the Syndicated Debt are substantially similar to the terms of the
existing Mellon Facility. The Long Term Revolver is scheduled to expire on April
4, 2003 and the Short Term Revolver was recently extended one year and is
currently scheduled to expire on April 4, 2002. Upon its expiration, the Company
has the option to convert the Short Term Revolver into a one-year term note with
substantially similar terms. The interest on the borrowings is variable based on
the Company's option of selecting the bank's prime rate plus an applicable
margin as defined in the agreement or the Euro-dollar rate plus an applicable
margin as defined in the agreement.

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

CONVERSION TO THE EURO CURRENCY: On January 1, 1999, certain members of the
European Union established fixed conversion rates between their existing
currencies and the European Union's common currency, the Euro. The Company
conducts business in member countries. The transition period for the
introduction of the Euro will be between January 1, 1999 and June



                                                                              15
<PAGE>   16

30, 2002. The Company is assessing the issues involved with the introduction of
the Euro and does not expect Euro conversion to have a material impact on its
operations or financial results.

ACCOUNTING STANDARDS: In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," amended by SFAS No. 137, which establishes accounting and reporting
standards for derivative instruments and requires that an entity recognize all
derivatives as either assets or liabilities and measure those instruments at
fair value. SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. The effect of adopting SFAS No. 133
on April 1, 2001 is not material.

In June 2000, the Emerging Issues Task Force ("EITF") issued EITF No. 00-10,
"Accounting for Shipping and Handling Fees and Costs". The new standard requires
income from shipping and handling to be reflected in revenue. Prior to the
adoption of this EITF, shipping and handling income offset shipping and handling
expense and was primarily reflected in cost of sales. The Company adopted the
statement in the fourth quarter of Fiscal 2001. All prior periods have been
reclassified to comply with this statement.

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

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



                                                                              16
<PAGE>   17




ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks in the ordinary course of business that
include foreign currency exchange rates. In an effort to mitigate the risk, the
Company, on a selective basis, will enter into forward exchange contracts. A
discussion of accounting policies for financial derivatives is included in Note
1 to the consolidated financial statements. At March 31, 2001, the Company had
open contracts valued at approximately $8,638 with a fair value of approximately
$8,250.

In the ordinary course of business, the Company is also exposed to risks that
interest rate increases may adversely affect funding costs associated with the
$121,200 of variable rate debt. At March 31, 2001 and March 31, 2000, an
instantaneous 100 basis point increase in the interest rate would reduce the
Company's future earnings by $739 and $627, respectively, assuming the Company
employed no intervention strategies.



                                                                              17
<PAGE>   18


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BLACK BOX CORPORATION AND SUBSIDIARIES

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



                                                                              18
<PAGE>   19






                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying consolidated balance sheets of Black Box
Corporation (a Delaware corporation and the "Company") and subsidiaries as of
March 31, 2001 and 2000, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the three years in
the period ended March 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Black Box
Corporation and subsidiaries as of March 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended March 31, 2001, in conformity with accounting principles generally
accepted in the United States.

                                                    /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
April 30, 2001



                                                                              19
<PAGE>   20


BLACK BOX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                YEAR ENDED MARCH 31,
                                          ---------------------------------
                                            1999        2000        2001
===========================================================================
Revenues                                  $336,890    $508,340    $826,993
  Cost of sales                            174,067     288,813     493,861
---------------------------------------------------------------------------
Gross profit                               162,823     219,527     333,132
  SG&A expense                              95,055     129,874     203,377
  Intangibles amortization                   4,263       6,410      12,821
---------------------------------------------------------------------------
Operating income                            63,505      83,243     116,934
  Interest expense, net                        553       3,243      11,312
  Other (income) expense, net                 (98)        (77)         392
---------------------------------------------------------------------------
  Income before income taxes                63,050      80,077     105,230
Provision for income taxes                  24,905      31,225      41,040
---------------------------------------------------------------------------
Net income                                 $38,145     $48,852     $64,190
===========================================================================
Basic earnings per common share              $2.19       $2.74       $3.40
Diluted earnings per common share            $2.09       $2.60       $3.22
---------------------------------------------------------------------------
Weighted average common shares              17,435      17,835      18,904
Weighted average common and common
  equivalent shares                         18,268      18,785      19,929
===========================================================================

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              20
<PAGE>   21


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

<TABLE>
<CAPTION>
                                                                                   MARCH 31,
                                                                             ----------------------
                                                                              2000          2001
===================================================================================================
<S>                                                                          <C>          <C>
ASSETS
Current assets
  Cash and cash equivalents                                                  $  8,643     $  6,209
  Accounts receivable, net of allowance for doubtful
   accounts of $6,304 and $7,777, respectively                                115,958      160,917
  Inventories, net                                                             44,582       51,086
  Prepaid catalog expenses                                                      6,715        6,823
  Costs and estimated earnings in excess of
   billings on uncompleted contracts                                            7,953       30,067
  Other current assets                                                         10,683       12,246
---------------------------------------------------------------------------------------------------
Total current assets                                                          194,534      267,348

Property, plant and equipment, net                                             40,445       44,661
Intangibles, net                                                              215,366      337,180
Other assets                                                                    1,944        3,741
---------------------------------------------------------------------------------------------------
Total assets                                                                 $452,289     $652,930
===================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current debt                                                               $    969     $  5,371
  Accounts payable                                                             38,374       70,255
  Accrued compensation and benefits                                             9,168        9,047
  Billings in excess of costs and estimated
   earnings on uncompleted contracts                                            3,655        6,013
  Other accrued expenses                                                       17,919       24,090
  Accrued income taxes                                                          8,468       13,650
---------------------------------------------------------------------------------------------------
Total current liabilities                                                      78,553      128,426

Long-term debt                                                                105,374      124,066
Deferred taxes                                                                  9,581       11,105
Other liabilities                                                                 454          382

Stockholders' equity
  Preferred stock authorized 5,000,000; par value
    $1.00; none issued and outstanding                                             --           --
  Common stock authorized 100,000,000; par value
    $.001; issued 19,940,217 and 21,406,367, respectively                          20           21
  Additional paid-in capital                                                  144,828      248,053
  Retained earnings                                                           186,056      250,246
  Treasury stock, at cost, 1,500,000 and 2,105,000 shares, respectively      (67,253)    (100,355)
  Cumulative foreign currency translation                                     (5,324)      (9,014)
---------------------------------------------------------------------------------------------------
Total stockholders' equity                                                    258,327      388,951
---------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                   $452,289     $652,930
===================================================================================================
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              21
<PAGE>   22


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

<TABLE>
<CAPTION>
                                                                                                          CUMULATIVE
                                              COMMON STOCK                      ADDITIONAL                 FOREIGN
                                              ------------         TREASURY      PAID-IN      RETAINED     CURRENCY
                                            SHARES      AMOUNT      STOCK        CAPITAL      EARNINGS    TRANSLATION     TOTAL
==================================================================================================================================

<S>                                       <C>           <C>        <C>          <C>           <C>         <C>           <C>
BALANCE AT MARCH 31, 1998                 17,233,021     $17             --      $34,117       $99,733      $(3,619)    $130,248

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

Issuance of common stock                     567,592       1                      18,317                                  18,318
Exercise of options                          346,745                               3,732                                   3,732
Tax benefit from exercised options                                                 3,106                                   3,106
Dividends declared to former
    shareholders prior to mergers                                                                 (674)                     (674)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 1999                 18,147,358      18             --       59,272       137,204       (3,842)     192,652

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

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

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

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


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              22
<PAGE>   23


BLACK BOX CORPORATION
Consolidated Statements Of Cash Flows
(In thousands)

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED MARCH 31,
                                                                     ---------------------------------------------------
                                                                        1999               2000                 2001
========================================================================================================================
<S>                                                                  <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                         $  38,145           $  48,852           $  64,190
  Adjustments to reconcile net income to cash
    provided by operating activities
  Depreciation and amortization                                          7,591              11,381              20,906
  Other                                                                    139                 (24)                 --
  Changes in working capital items
    Accounts receivable, net                                            (3,438)            (22,504)            (18,608)
    Inventories, net                                                     2,575              (6,350)             (3,151)
    Other assets                                                          (435)             (3,008)            (17,361)
    Accounts payable                                                    (1,982)              2,964              18,831
    Accrued compensation and benefits                                      196                (588)               (868)
    Accrued expenses                                                      (957)              7,707                 179
    Accrued income taxes                                                 4,459                 717               1,754
------------------------------------------------------------------------------------------------------------------------
  Cash provided by operating activities                                 46,293              39,147              65,872
------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Capital expenditures, net                                             (9,354)            (12,566)             (6,911)
  Mergers, net of $1,183, $5,287, and $4,432 cash
    acquired, respectively                                             (24,754)            (62,123)            (53,435)
------------------------------------------------------------------------------------------------------------------------
  Cash (used) in investing activities                                  (34,108)            (74,689)            (60,346)
------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of borrowings                                              (36,971)            (17,340)           (230,150)
  Proceeds from borrowings                                              16,766             111,230             252,180
  Proceeds from the exercise of options                                  3,732              12,988               7,627
  Purchase of treasury stock                                                --             (67,253)            (33,102)
  Dividends paid to former shareholders
    prior to merger                                                       (674)                 --                  --
------------------------------------------------------------------------------------------------------------------------
  Cash (used) in / provided by financing activities                    (17,147)             39,625              (3,445)
------------------------------------------------------------------------------------------------------------------------
  Foreign currency exchange impact on cash                                (258)             (1,386)             (4,515)
------------------------------------------------------------------------------------------------------------------------
  Increase (decrease) in cash and cash equivalents                      (5,220)              2,697              (2,434)
  Cash and cash equivalents at beginning of year                        11,166               5,946               8,643
------------------------------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of year                           $   5,946           $   8,643           $   6,209
========================================================================================================================
  Cash paid for interest                                             $   1,278           $   3,171           $  10,785
========================================================================================================================
  Cash paid for income taxes                                         $  15,318           $  21,005           $  39,286
========================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                           YEAR ENDED MARCH 31,
                                            ---------------------------------------------------
                                               1999                2000                2001
===============================================================================================
<S>                                         <C>                 <C>                 <C>
Mergers
Fair Value of:
     Assets acquired                        $  30,860           $ 110,181           $  86,648
     Liabilities assumed                       (4,923)            (42,771)            (28,781)
                                            ---------------------------------------------------
Cash paid                                      25,937              67,410              57,867
Less cash acquired                             (1,183)             (5,287)             (4,432)
                                            ---------------------------------------------------
Net cash paid for mergers                   $  24,754           $  62,123           $  53,435
===============================================================================================
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                              23
<PAGE>   24


BLACK BOX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

In December 1999, the Securities and Exchange Commission ("SEC") released Staff
Accounting Bulletin No. 101, "Revenue Recognition" ("SAB No. 101"), to provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements by clarifying preexisting rules. SAB No. 101 did not require the
Company to change existing revenue recognition policies and, therefore, had no
impact on the Company's financial condition at March 31, 2001.

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

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

                               2000             2001
===========================================================
Raw materials                $ 2,485          $ 2,476
Work-in-process                   23               11
Finished goods                45,858           51,863
Inventory reserve             (3,784)          (3,264)
-----------------------------------------------------------
Inventory, net               $44,582          $51,086
===========================================================

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated at cost.
Depreciation is computed using the straight-line method based on the estimated
useful lives of the assets. The useful life for buildings and improvements is 30
years and for machinery and equipment is three to


                                                                              24
<PAGE>   25

seven years. Maintenance and minor repair costs are charged to expense as
incurred. Major replacements or betterments are capitalized. When items are
sold, retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and, if applicable, a gain or loss is
recorded.

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

                                                2000             2001
=========================================================================
Land                                          $  2,948         $  2,405
Building and improvements                       23,556           25,595
Machinery                                       39,612           49,453
-------------------------------------------------------------------------
                                                66,116           77,453
Accumulated depreciation                       (25,671)         (32,792)
-------------------------------------------------------------------------
Property, plant and equipment, net            $ 40,445         $ 44,661
=========================================================================

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

                                                        2000          2001
=============================================================================
Reorganization value in excess of amounts
 allocable to identifiable assets, less
 accumulated amortization of $24,448 and
 $27,232, respectively                                $ 32,626      $ 29,842

Goodwill, less accumulated amortization of $3,830
 and $12,881, respectively                             154,149       279,649

Tradename and trademarks, less accumulated
 amortization of $7,351 and $8,253, respectively        28,591        27,689
-----------------------------------------------------------------------------
Intangibles, net                                      $215,366      $337,180
=============================================================================


The Company evaluates the recoverability of intangible assets, including
goodwill, at each balance sheet date based on forecasted future operations,
undiscounted cash flows and other significant criteria. Based upon the available
data, management believes that the carrying amount of these intangible assets
will be realized over their respective remaining amortization periods. The
carrying value of the intangibles would be adjusted to the present value of the
future operating cash flows if the asset can not be recovered over its remaining
life.

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

FOREIGN CURRENCY TRANSLATION: The financial statements of the Company's foreign
subsidiaries, except for the subsidiaries located in Brazil and Mexico, are
recorded in the local currency which is


                                                                              25
<PAGE>   26

the functional currency. Accordingly, assets and liabilities of these
subsidiaries are translated using prevailing exchange rates at the appropriate
balance sheet date and revenues and expenses are translated using an average
monthly exchange rate. Translation adjustments resulting from this process are
recorded as a separate component of "Stockholders' Equity" and will be included
in income upon sale or liquidation of the foreign investment. Gains and losses
from transactions denominated in a currency other than the functional currency
are included in net earnings. For the subsidiaries located in Brazil and Mexico,
the U.S. dollar is the functional currency.

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

The Company has entered and will continue in the future, on a selective basis,
to enter into forward exchange contracts to reduce the foreign currency exposure
related to certain intercompany transactions. On a monthly basis, the open
contracts are revalued to fair market value, and the resulting gains and losses
are recorded in cost of sales. These gains and losses offset the revaluation of
the related foreign currency denominated receivables, which are also included in
cost of sales.

At March 31, 2001, the open foreign exchange contracts were in the Euro,
Sterling pound, Canadian dollars, Swiss francs and Australian dollars. These
open contracts, valued at approximately $8,638, have a fair value of $8,250 and
will expire over the next three months, with the exception of the contract
related to the Company's acquisition of Data Specialties Europe Ltd., which
expires on April 30, 2002. The open contracts have contract rates of 0.8909 to
0.9363 Euro, 1.4170 to 1.5318 Sterling pound, 1.5120 to 1.5760 Canadian dollars,
1.6004 to 1.7200 Swiss francs and 0.4950 to 0.5638 Australian dollars, all per
U.S. dollar. The effect of these contracts on net income for the year ended
March 31, 2001, was an increase of approximately $2,400.

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

EARNINGS PER SHARE: Basic earnings per common share were computed based on the
weighted average number of common shares issued and outstanding, during the
relevant periods. Diluted earnings per common share were computed under the
treasury stock method based on the weighted average number of common shares
issued and outstanding, plus additional shares assumed to be outstanding to
reflect the dilutive effect of common stock equivalents.

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

ACCOUNTING STANDARDS: In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," amended by SFAS


                                                                              26
<PAGE>   27

No. 137, which establishes accounting and reporting standards for derivative
instruments and requires that an entity recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. SFAS No. 133
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting. The effect of adopting SFAS No. 133 on April 1,
2001 is not material.

In June 2000, the Emerging Issues Task Force ("EITF") issued EITF No. 00-10,
"Accounting for Shipping and Handling Fees and Costs". The new standard requires
income from shipping and handling to be reflected in revenue. Prior to the
adoption of this EITF, shipping and handling income offset shipping and handling
expense and was primarily reflected in cost of sales. The Company adopted the
statement in the fourth quarter of Fiscal 2001. All prior periods have been
reclassified to comply with this statement.

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

NOTE 2:  CHANGES IN BUSINESS

MERGERS AND NEW SUBSIDIARIES: During Fiscal 2001, the Company successfully
completed 28 business combinations which have been accounted for using the
purchase method of accounting. April 2000 - Cabling Concepts, Inc. ("Cabling
Concepts") and Teldata Corporation ("Teldata"), June 2000 - ST Communications &
Cabling, Inc. ("ST"), GMCI Netcomm, Inc. ("GMCI"), Allcom Electric, Inc.
("Allcom"), Vista Information Technologies, Inc. ("Vista") and Schoeller
Connectivity Gmbh ("Schoeller"), July 2000 - Ascor bvba ("Ascor"), Carey Systems
Company ("Carey Systems"), Datel Communications, Inc. ("Datel"), Data
Specialties Europe Ltd. ("Anglo") and Midwest Electronics and Communications,
Inc. ("Midwest"), August 2000 - Duracom, Inc. ("Duracom") and Sterling
Technology Systems, Inc. ("Sterling"), September 2000 - Da/Com Limited
("Da/Com"), October 2000 - Clear Communications, Inc. ("Clear"),
Person-To-Person Communications, Inc. ("Person") and Smiles Communication
Systems, Inc. ("Smiles"), November 2000 - IntEC Electric Systems Corporation
("IntEC"), Orchard Network Solutions Ltd. ("Orchard") and Societe Industrielle
de Telephonie, Alarme et Video ("SITAV"), December 2000 - LANmark
Communications, Inc. ("LANmark") and G&T Audio, Inc. ("Toof"), January 2001 -
NetCabling B.V. ("NetCabling"), Bergman & Beving Electronics AS ("Heathcomm")
and Bernhard Merz AG ("Merz"), February 2001 - Universal Connections,
Incorporated ("Universal") and March 2001 - Michael Electric, Inc. ("Michael").
In connection with the above 28 business combinations, the Company issued an
aggregate of 1.280 million shares of its common stock and used approximately
$56,700 in cash to acquire all of the outstanding shares of the above 28
companies. This includes $3,133 of cash currently being held in a collateral
account, which is considered long-term restricted cash and is included in the
Company's other assets balance as of March 31, 2001. The Company expects to
release the restricted cash on April 30, 2003.

The aggregate purchase price of the above 28 companies was approximately
$151,000 and resulted in goodwill of approximately $133,200, after the
allocation of purchase price to assets acquired and liabilities assumed.
Goodwill is being amortized over 25 years.

During Fiscal 2000, the Company successfully completed 23 business combinations
which have been accounted for using the purchase method of accounting. April
1999 - Con-Optic, Inc. ("Con-



                                                                              27
<PAGE>   28

Optic"), May 1999 - C-Tel Corporation ("C-Tel"), July 1999 - American Cabling &
Equipment Services, Inc. ("American Cabling") and Comm Line Inc. ("Comm Line"),
September 1999 - Florida Intranet Group, Inc. ("FIG") and Business Communication
Concepts, Inc. ("BusCom"), October 1999 - Koncepts Communications of L.I., Corp.
("Koncepts") and Communication Contractors, Inc. ("CCInc."), November 1999 -
DataCom-Link, Inc. and T&U Electric Service, Inc. ("DataCom"), American
Communications Network Corporation ("ACN") and Datech Holdings, Limited
("Datech"), December 1999 - U.S. Premise Networking Services, Inc. ("USP") and
TennMark Telecommunications, Inc. ("TennMark"), January 2000 - Parrish
Communication Cabling, Inc. ("Parrish"), Structured Network Solutions, Inc.
("SNS"), R&D Services, Inc. ("R&D") and The Delaney Companies ("Delaney"),
February 2000 - K&A Communications, Inc. ("K&A") and Jet Line Communications,
Inc. ("JetLine") and March 2000 - American Telephone Service, Inc. ("ATS"), HL
Service ("HL"), Advanced Network Technologies, Inc. ("Adnet") and Coast to Coast
Communications, Inc. ("Coast"). In connection with the above 23 business
combinations, the Company issued an aggregate of 1.144 million shares of its
common stock in exchange for all of the outstanding shares of the above 23
companies. In addition, an aggregate of $57,638 in cash was used to acquire the
above 23 companies. The aggregate purchase price was $124,548 and resulted in
goodwill after assumed liabilities of approximately $110,476, which is being
amortized over 25 years.

In addition, during Fiscal 2000, the Company completed three international
mergers, Comunicaciones SA Spain, Indacom N.V. and Blue Box B.V., for a total
purchase price of $8,818, resulting in goodwill of approximately $6,922.

During Fiscal 1999, the Company successfully completed four business
combinations accounted for as poolings of interests: Associated Network
Solutions, Inc. ("ANSI"), American Telephone Wiring Company ("ATW"), CCI Direct
Connect, Inc. ("CCI") and Midwest Communications Technologies, Inc. ("MCT").
Accordingly, all prior period amounts of ANSI, ATW, CCI and MCT have been
restated to reflect the combined results of operations and financial position.
The Company issued an aggregate of 468 thousand shares of its common stock in
exchange for all of the outstanding shares of ANSI, ATW, CCI and MCT.

In addition, during Fiscal 1999, the Company completed eight business
combinations which have been accounted for using the purchase method of
accounting: Todd Communications, Inc. ("Todd"), Cable Consultants, Incorporated.
("Cable Con"), Key-Four, Inc. ("Key-Four"), Advanced Communications Corporation
("ACC"), Wakefield Electronics Group Inc., doing business as South Hills
Datacomm ("South Hills"), Ohmega Installations Limited ("Ohmega"), Aicon
Telemarketing Tecnologico Ltda. ("Aicon") and The Austin Connection, Inc.
("Austin"). In connection with the eight business combinations during Fiscal
1999 accounted for using the purchase method of accounting, the Company issued
an aggregate of 568 thousand shares of its common stock in exchange for all of
the outstanding shares of the above eight companies. In addition, an aggregate
of $25,980 in cash was used to acquire the above eight companies. The aggregate
purchase price was $44,615 and resulted in goodwill after assumed liabilities of
approximately $36,451, which is being amortized over 25 years.

As of March 31, 2001, certain merger agreements provide for contingent payments,
of up to $37,428, of which $7,100 have been satisfied. Upon meeting the future
performance goals, goodwill will be adjusted for the amount of the contingent
payments.

As of March 31, 2001, certain merger agreements also provide a total of 141
thousand contingently



                                                                          28
<PAGE>   29

issuable shares of common stock. Issuance of these shares is contingent on the
market price of the Company's common stock over time. Goodwill will be adjusted
to reflect any actual future share issuances related to these provisions. These
shares are included as common equivalent shares when calculating diluted
earnings per common share.

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

                                                     YEAR ENDED MARCH 31,
                                              ==================================
                                                    2000               2001
                                                 (UNAUDITED)        (UNAUDITED)
================================================================================
Revenue                        As reported         $508,340          $826,993
                               Pro forma            834,700           913,990
--------------------------------------------------------------------------------
Net income                     As reported          $48,852           $64,190
                               Pro forma             57,702            71,876
--------------------------------------------------------------------------------
Diluted earnings per share     As reported            $2.60             $3.22
                               Pro forma               2.78              3.51
================================================================================

NOTE 3:  INDEBTEDNESS

Long-term debt at March 31 is as follows:

                                              2000                2001
===========================================================================
Revolving credit agreement                  $102,800            $121,200
Other debt                                     3,543               8,237
---------------------------------------------------------------------------
                                             106,343             129,437
Less: current portion                           (969)             (5,371)
---------------------------------------------------------------------------
Long-term debt                              $105,374            $124,066
===========================================================================


On April 4, 2000, Black Box simultaneously entered into a $120,000 Revolving
Credit Agreement ("Long Term Revolver") and a $60,000 Short Term Credit
Agreement ("Short Term Revolver") (together the "Syndicated Debt") with Mellon
Bank, N.A. and a group of lenders. The Long Term Revolver is scheduled to expire
on April 4, 2003 and the Short Term Revolver was scheduled to expire on April 4,
2001. In March 2001, the expiration of the Short Term Revolver was extended to
April 4, 2002. Upon its expiration, the Company has the option to convert the
Short Term Revolver into a one-year term note with substantially similar terms.
The weighted average interest rate on all indebtedness of the Company as of
March 31, 2001 and March 31, 2000 was approximately 6.8% and 6.7%, respectively.

Interest on the Syndicated Debt is variable based on the Company's option of
selecting the bank's prime rate plus an applicable margin as defined in the
agreement or the Euro-dollar rate plus an applicable margin as defined in the
agreement. The applicable margin is adjusted each quarter based on the Company's
Consolidated Leverage Ratio. The applicable margin varies from zero to 0.75% on
the prime rate option and from 0.75% to 1.75% on the Euro-dollar rate option. As
of March 31, 2001, the margin was zero on the prime rate option and 1.0% on the
Euro-dollar rate option. The Syndicated Debt also provides for the payment of
quarterly commitment fees on unborrowed funds at a rate that is also determined
by the Consolidated Leverage Ratio. The commitment fee percentage ranges from
0.25% to 0.375%. As of March 31, 2001, the commitment



                                                                              29
<PAGE>   30

fee percentage was 0.25%. The Syndicated Debt is unsecured; however, the
Company, as the ultimate parent, guarantees all borrowings and the debt contains
various restrictive covenants including without limitation requirements for
minimum net worth, fixed charge coverage, interest coverage and consolidated
leverage ratio.

The proceeds from the Syndicated Debt were used to refinance all pre-existing
Mellon debt and to provide additional working capital. With the close of the
Syndicated Debt, the Credit Agreements dated February 12, 1999, August 27, 1999
and January 4, 2000 were all fully paid and satisfied.

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

At March 31, 2001, the Company had $970 of letters of credit outstanding.

The aggregated amount of the minimum principal payments for each of the five
fiscal years subsequent to March 31, 2001 for all long-term indebtedness is as
follows: 2002-$5,371; 2003-$123,492; 2004-$315; 2005-$127; 2006-$10; and
thereafter-$122.

The fair value of the Company's debt at March 31, 2001 approximates the carrying
value. The fair value is based on management's estimate of current rates
available to the Company for similar debt with the same remaining maturity.

NOTE 4:  INCOME TAXES

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

                                1999          2000            2001
======================================================================
Domestic                      $46,007       $56,304         $ 80,863
Foreign                        17,043        23,773           24,367
----------------------------------------------------------------------
Consolidated                  $63,050       $80,077         $105,230
======================================================================

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

                                       1999           2000            2001
=============================================================================
Current:
  Federal                            $ 9,980        $11,474         $25,085
  State                                1,031          1,020           3,836
  Foreign                              7,799          9,254           8,739
-----------------------------------------------------------------------------
Total current                         18,810         21,748          37,660
-----------------------------------------------------------------------------
Deferred                               6,095          9,477           3,380
-----------------------------------------------------------------------------
Provision for income taxes           $24,905        $31,225         $41,040
=============================================================================



                                                                              30
<PAGE>   31



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

                                               1999        2000         2001
===============================================================================
Federal statutory tax rate                     35.0%       35.0%        35.0%
Foreign taxes, net of foreign tax credits       1.1        (0.4)        (1.4)
Amortization of nondeductible intangibles       1.8         2.2          3.1
State income taxes, net of federal benefit      1.6         1.7          2.6
Other, net                                      0.0         0.5         (0.3)
-------------------------------------------------------------------------------
Effective tax rate                             39.5%       39.0%        39.0%
===============================================================================

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

                                                              2000        2001
================================================================================
Tradename and trademarks                                   $ (9,999)   $(10,006)
State taxes                                                  (1,744)     (1,720)
Unremitted earnings of Japanese subsidiary                   (5,394)     (3,294)
Basis of fixed assets                                          (624)       (771)
--------------------------------------------------------------------------------
Gross deferred tax liabilities                              (17,761)    (15,791)
Net operating losses and foreign tax credit carryforwards     7,094       5,614
Basis of finished goods inventory                               733         920
Other                                                           353       2,112
--------------------------------------------------------------------------------
Gross deferred tax assets                                     8,180       8,646
--------------------------------------------------------------------------------
Net deferred tax liabilities                               $ (9,581)   $ (7,145)
================================================================================


At March 31, 2001, the Company had $43,340 of net operating loss carryforwards
and $38,242 of alternative minimum tax loss carryforwards. As a result of the
Company's reorganization in 1992 and concurrent ownership change, Section 382 of
the Internal Revenue Code limits the amount of net operating losses available to
the Company to approximately $600 per year. The carryforwards expire in the
fiscal years 2004 through 2007; however, due to the limitation stated above, the
Company expects to utilize only the unrestricted portion of the operating loss
carryforwards, prior to expiration.

In general, except for certain earnings in Japan, it is management's intention
to reinvest undistributed earnings of foreign subsidiaries, which aggregate
approximately $24,367 based on exchange rates at March 31, 2001. However, from
time to time, the foreign subsidiaries declare dividends to the U.S. parent, at
which time the appropriate amount of tax is determined. Also, additional taxes
could be necessary if foreign earnings were loaned to the parent or if the
Company should sell its stock in the subsidiaries. It is not practicable to
estimate the amount of additional tax that might be payable on undistributed
foreign earnings.

NOTE 5:  COMMITMENTS AND CONTINGENCIES

The Company leases certain equipment and facilities under noncancelable
operating lease agreements, which contain provisions for certain rental
adjustments as well as renewal options. Rent expense under these operating
leases for the years ended March 31, 1999, 2000 and 2001 was $2,882, $4,831 and
$8,608, respectively. At March 31, 2001, the minimum lease commitments under all
noncancelable operating leases for the next five years are as follows:
2002-$7,440; 2003-



                                                                              31
<PAGE>   32

$6,079; 2004-$4,800; 2005-$3,870; 2006-$3,359 and thereafter-$14,421.

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

NOTE 6:  INCENTIVE COMPENSATION PLANS

PERFORMANCE BONUS: The Company has a variable compensation plan covering
substantially all phone services employees. This plan provides for the payment
of a bonus based on certain annual performance targets. All payments are subject
to approval by the Board of Directors upon the completion of the annual audit.
In addition, the Company has an incentive compensation plan that covers certain
key employees. Amounts to be paid under this plan are based on the attainment of
certain operating targets over a three-year period ending March 31, 2001. No
amounts will be paid under this plan. The amount expensed under the variable
compensation plan for the years ended March 31, 1999, 2000 and 2001 were $3,519,
$3,366 and $2,844, respectively.

PROFIT SHARING AND SAVINGS PLAN: The Company has various Profit Sharing and
Savings Plans ("Plans") which qualify as deferred salary arrangements under
Section 401(k) of the Internal Revenue Code. Under the Plans, participants are
permitted to contribute various percentages of their compensation, as defined,
and the Company matches a percentage of the participant's contributions. The
total Company contribution for the years ended March 31, 1999, 2000 and 2001 was
$792, $1,025 and $3,841, respectively.

STOCK OPTION PLANS: The Company has two stock option plans, the 1992 Stock
Option Plan, as amended (the "Employee Plan"), and the 1992 Directors Stock
Option Plan, as amended (the "Directors Plan"). The Employee Plan authorizes the
issuance of options and stock appreciation rights ("SARs") for up to 5.45
million shares of common stock. Options are issued by the Board of Directors or
a Board committee to key employees of the Company and generally become
exercisable in equal amounts over a three-year period. Option prices are equal
to the fair market value of the stock on the date of the grant. No SARs have
been issued.

The Directors Plan authorizes the issuance of options and SARs for up to 150
thousand shares of common stock. Options are issued by the Board of Directors or
a Board committee and generally become exercisable in equal amounts over a
three-year period. Option prices are equal to the fair market value of the stock
on the date of the grant. No SARs have been issued.


                                                                              32
<PAGE>   33

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

<TABLE>
<CAPTION>
                                             1999                     2000                   2001
=====================================================================================================
                                            WEIGHTED                 WEIGHTED               WEIGHTED
                                            AVERAGE                  AVERAGE                AVERAGE
(Shares in thousands)                       EXERCISE                 EXERCISE               EXERCISE
                                 SHARES      PRICE      SHARES        PRICE      SHARES      PRICE
=====================================================================================================
<S>                              <C>        <C>         <C>          <C>         <C>        <C>
Outstanding, beginning
  of the year                     2,518     $ 20.14      2,802        $21.52      2,971      $28.54
Granted                             723       22.08        837         45.61        918       42.47
Exercised                          (348)      10.82       (644)        20.15       (175)      28.04
Forfeited                           (91)      28.77        (24)        27.22        (36)      37.98
-----------------------------------------------------------------------------------------------------
Outstanding, end of
  the year                        2,802     $ 21.51      2,971        $28.54      3,678      $31.95
Exercisable, end of year          1,355     $ 17.70      1,420        $20.64      1,995      $24.62

Weighted average fair value
of options granted during
the year                                     $11.87                   $19.33                 $27.18
=====================================================================================================
</TABLE>


The following table summarizes information about the stock options outstanding
at March 31, 2001:

<TABLE>
<CAPTION>
                                                  OPTIONS OUTSTANDING              OPTIONS EXERCISABLE
                                            ----------------------------       -------------------------
(Options in thousands)                       WEIGHTED
                                              AVERAGE           WEIGHTED                        WEIGHTED
                                             REMAINING          AVERAGE                         AVERAGE
      RANGE OF                 NUMBER       CONTRACTUAL         EXERCISE         NUMBER         EXERCISE
  EXERCISE PRICES           OUTSTANDING        LIFE               PRICE        EXERCISABLE       PRICE
========================================================================================================
<S>                         <C>             <C>                 <C>            <C>              <C>
$ 6.6501 - $13.3000             334          3.1 years           $ 9.89            334          $ 9.89
$13.3001 - $19.9500             239          4.2 years            14.93            239           14.93
$19.9501 - $26.6000             824          6.8 years            22.22            593           22.33
$26.6001 - $33.2500             602          6.9 years            30.45            571           30.27
$33.2501 - $39.9000              20          5.3 years            35.19             20           35.19
$39.9001 - $46.5500           1,457          8.9 years            43.35            174           45.06
$46.5501 - $53.2000             186          8.4 years            49.49             61           49.48
$53.2001 - $59.8500               3          8.8 years            55.88              1           55.88
$59.8501 - $66.5500              13          6.6 years            64.69              2           62.13
--------------------------------------------------------------------------------------------------------
$ 6.6501 - $66.5500           3,678          7.2 years           $31.95          1,995          $24.62
========================================================================================================
</TABLE>


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

                                                 1999         2000        2001
================================================================================
Net income                      As reported     $38,145      $48,852     $64,190
                                Pro forma        34,071       45,075      57,688
--------------------------------------------------------------------------------
Diluted earnings per share      As reported       $2.09        $2.60       $3.22
                                Pro forma          1.86         2.40        2.89
================================================================================



                                                                              33
<PAGE>   34

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

                                    1999         2000       2001
==================================================================
Expected life (in years)             6.1         4.0        4.4
Risk free interest rate              4.6%        6.0%       4.9%
Volatility                            50%         45%        62%
Dividend yield                        --          --         --
==================================================================

NOTE 7:  EARNINGS PER SHARE

Basic earnings per common share were computed based on the weighted average
number of common shares issued and outstanding during the relevant periods.
Diluted earnings per common share were computed under the treasury stock method
based on the weighted average number of common shares issued and outstanding.

 The following table details this calculation:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED MARCH 31,
                                                             -------------------------------
(Shares in thousands)                                         1999        2000        2001
============================================================================================
<S>                                                          <C>         <C>         <C>
Net income for earnings per share computation                $38,145     $48,852     $64,190
Basic earnings per common share:
   Weighted average common shares                             17,435      17,835      18,904
   Basic earnings per common share                             $2.19       $2.74       $3.40
--------------------------------------------------------------------------------------------
Diluted earnings per common share:
   Weighted average common shares                             17,435      17,835      18,904
   Shares issuable from assumed conversion of
       stock options and contingently issuable shares
       from acquisitions (net of tax savings)                    833         950       1,025
--------------------------------------------------------------------------------------------
  Weighted average common and common
       equivalent shares                                      18,268      18,785      19,929
  Diluted earnings per common share                            $2.09       $2.60       $3.22
============================================================================================
</TABLE>


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

NOTE 8:  TREASURY STOCK

From March 31, 1999 through March 31, 2001, the Company announced its intention
to repurchase up to 2.5 million shares of its Common Stock. As of March 31,
2001, the Company had repurchased 2.1 million shares at prevailing market prices
for an aggregate purchase price of $100,355. The Company's most recent
announcement was on July 21, 2000 to repurchase an additional 500 thousand
shares of its Common Stock, of which 105 thousand were repurchased as of March
31, 2001 under this plan, and are included in the totals above. Funding for
these stock repurchases came from existing cash flow and borrowings under credit
facilities.


                                                                              34
<PAGE>   35

NOTE 9: SEGMENT REPORTING

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

The accounting policies of the various segments are the same as those described
in "Summary of Significant Accounting Principles" in Note 1. The Company
evaluates the performance of each segment based on "Worldwide Operating Income."
A segment's Worldwide Operating Income is its earnings before interest, taxes
and amortization. Revenues and the related profits on intercompany transactions
are reported by the segment providing the third-party revenues. Intersegment
sales are not reviewed by management and are not presented below. Certain costs
incurred in phone services are directly related to the Company's business
development through mergers and acquisitions and therefore are reclassified to
the Other operating segment in the information presented below. Segment interest
income, segment interest expense and expenditures for segment assets are not
presented to or reviewed by management, and therefore are not presented in the
information below.

Summary information by reportable segment is as follows:

ON-SITE SERVICES

                                         1999            2000           2001
================================================================================
Revenues                              $ 26,937        $152,167       $437,296
Worldwide Operating Income               2,621          20,975         57,038
Depreciation                               283           1,461          7,790
Amortization                                69           1,895          8,024
Segment assets                          37,816         221,377        430,721
================================================================================

PHONE SERVICES

                                         1999            2000            2001
================================================================================
Revenues                              $309,953        $356,173       $389,697
Worldwide Operating Income              65,961          71,073         75,439
Depreciation                             3,007           3,512          4,228
Amortization                             3,293           3,557          3,845
Segment assets                         256,826         312,496        502,582
================================================================================

OTHER

                                         1999            2000           2001
================================================================================
Revenues                              $     --        $     --       $     --
Worldwide Operating Income                (814)         (2,395)        (2,722)
Depreciation                              (195)           (234)          (233)
Amortization                               901             958            952
Segment assets                         207,878         340,532        578,906
================================================================================


                                                                              35
<PAGE>   36

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

REVENUES

                                                 1999       2000         2001
================================================================================
Total revenues from reportable segments        $336,890   $508,340     $826,993
Other revenues                                       --         --           --
--------------------------------------------------------------------------------
Total consolidated revenues                     336,890    508,340      826,993
================================================================================

WORLDWIDE OPERATING INCOME

                                                 1999       2000         2001
================================================================================
Total Worldwide Operating Income for
reportable segments                             $68,582    $92,048     $132,477
Other Worldwide Operating Income                   (814)    (2,395)      (2,722)
--------------------------------------------------------------------------------
Total consolidated Worldwide Operating Income    67,768     89,653      129,755
================================================================================

ASSETS

                                                 1999       2000         2001
================================================================================
Total assets for reportable segments           $294,642   $533,873     $933,303
Other assets                                    207,878    340,532      578,906
Corporate eliminations                         (256,055)  (422,116)    (859,279)
--------------------------------------------------------------------------------
Total consolidated assets                       246,465    452,289      652,930
================================================================================


Information about geographic areas is as follows:

REVENUES

                                                 1999       2000         2001
================================================================================
North America                                  $191,387   $338,099     $608,855
Europe                                           93,402    107,030      147,297
Pacific Rim                                      36,240     44,292       48,634
Latin America                                    15,861     18,919       22,207
--------------------------------------------------------------------------------
Total revenues                                  336,890    508,340      826,993
================================================================================

ASSETS

                                                 1999       2000         2001
================================================================================
North America                                  $186,738   $364,303     $524,349
Europe                                           34,697     60,311       98,860
Pacific Rim                                      12,746     16,200       17,579
Latin America                                    12,284     11,475       12,142
--------------------------------------------------------------------------------
Total assets                                    246,465    452,289      652,930
================================================================================


                                                                              36
<PAGE>   37


NOTE 10:  QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
                            FIRST        SECOND        THIRD       FOURTH
                           QUARTER       QUARTER      QUARTER      QUARTER      YEAR
======================================================================================
<S>                        <C>          <C>          <C>          <C>         <C>
FISCAL 2000
Revenues                   $99,619      $120,082     $129,263     $159,376    $508,340
Gross profit                45,505        51,200       55,696       67,126     219,527
Net income                  10,640        11,577       12,305       14,330      48,852
Basic earnings per
  common share                0.60          0.66         0.68         0.79     2.74(1)
Diluted earnings per
  common share                0.57          0.62         0.65         0.75     2.60(1)
======================================================================================
FISCAL 2001
Revenues                  $171,133      $210,169     $220,534     $225,157    $826,993
Gross profit                70,525        84,280       88,685       89,642     333,132
Net income                  14,128        16,182       16,774       17,106      64,190
Basic earnings per
  common share                0.76          0.86         0.88         0.89     3.40(1)
Diluted earnings per
  common share                0.72          0.82         0.84         0.85     3.22(1)
======================================================================================
</TABLE>


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

NOTE 11:  SUBSEQUENT EVENTS (UNAUDITED)

In April 2001, the Company merged with Haddad Electronic Supply, Inc.
("Haddad"). Established in 1951 in Fall River, Massachusetts, Haddad provides
technical design, installation and maintenance services for telecommunication,
premise cabling and related products to customers primarily in New England. The
results of operations and financial position of Haddad are not material to the
Company's consolidated results of operations or financial position.

In April 2001, the Company merged with FBS Communications, LP ("FBS").
Established in 1988 in San Antonio, Texas, FBS provides technical design,
installation and maintenance services for premise cabling, telecommunication and
related products to customers in and around Texas. The results of operations and
financial position of FBS are not material to the Company's consolidated results
of operations or financial position.

In April 2001, the Company merged with Integrated Cabling Systems, Inc. ("ICS").
Established in 1990 in Lincoln, Nebraska, ICS provides technical design,
installation and maintenance services for premise cabling, telecommunication and
related products to customers primarily in the greater Lincoln and Omaha areas.
The results of operations and financial position of ICS are not material to the
Company's consolidated results of operations or financial position.

In June 2001, the Company merged with Computer Cables and Accessories Ltd
("CCA"). Established in 1979 in London, England, CCA provides technical design,
installation and maintenance services for premise cabling and related services
to customers throughout the United Kingdom. The results of operations and
financial position of CCA are not material to the Company's consolidated results
of operations or financial position.

In June 2001, the Company merged with Vivid Communications, Inc. ("Vivid").
Established in



                                                                              37
<PAGE>   38

1997 in Kensington, Maryland, Vivid provides technical design, installation and
maintenance services for premise cabling and related products to customers in
and around Washington, D.C. The results of operations and financial position of
Vivid are not material to the Company's consolidated results of operations or
financial position.

In June 2001, the Company merged with DESIGNet, Inc. ("DESIGNet"). Established
in 1982 in San Jose, California, DESIGNet provides technical design,
installation and maintenance services for premise cabling and related products
to customers in and around the San Francisco Bay region. The results of
operations and financial position of DESIGNet are not material to the Company's
consolidated results of operations or financial position.

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

Not applicable.



                                                                              38
<PAGE>   39


                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS OF THE REGISTRANT

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

         The other information required by this item is incorporated herein by
reference to the information set forth under the captions "Election of
Directors" and "Board of Directors and Certain Board Committees" in the
Company's definitive proxy statement for the 2001 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended (the "Proxy Statement").

ITEM 11 -- EXECUTIVE COMPENSATION

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

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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



                                                                              39
<PAGE>   40


                                     PART IV

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

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

         (a)      Documents filed as part of this report

                  (1)      Financial Statements - no financial statements have
                           been filed in this Form 10-K other than those in Item
                           8.

                  (2)      Financial Statement Schedules

                           Report of Independent Public Accountants on
                           Supplemental Schedules

                           Schedule II - Valuation and Qualifying Accounts

                  (3)      Exhibits

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

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

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

                                    10.1             1992 Stock Option Plan, as amended (3)

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

                                    10.3             Executive Incentive Program Summary
                                                     (1999-2001) (6)

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

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

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



                                                                              40
<PAGE>   41

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

                                    10.8             First Amendment to Credit Agreements, dated March 30,
                                                     2001, among Black Box Corporation of Pennsylvania, Black Box
                                                     Corporation, the Guarantor, the Lenders and Mellon
                                                     Bank, N.A. (1)

                                    21.1             Subsidiaries of the Company (1)

                                    23.1             Consent and Report of Arthur Andersen LLP,
                                                     independent public accountants (1)
</TABLE>


                  (1)               Filed herewith.

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

                  (3)               Filed as an exhibit to the Quarterly Report
                                    on Form 10-Q of the Company, file number
                                    0-18706, filed with the Commission on
                                    November 14, 2000, and incorporated herein
                                    by reference.

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

                  (5)               Filed as an exhibit to the Annual Report on
                                    Form 10-K of the Company, file number
                                    0-18706, filed with the Commission on June
                                    29, 2000.

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

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

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

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



                                                                              41
<PAGE>   42



SIGNATURES

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

         BLACK BOX CORPORATION

         Dated:  June 29, 2001
                                               /s/ Anna M. Baird
                                      -----------------------------------
                                      Anna M. Baird, Vice President, Chief
                                      Financial Officer, Treasurer, Secretary,
                                      and Principal Accounting Officer

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

                SIGNATURES                  CAPACITY                 DATE

         /s/ WILLIAM F. ANDREWS              Director             June 29, 2001
         ----------------------
           William F. Andrews

          /s/ THOMAS G. GREIG                Director             June 29, 2001
          -------------------
            Thomas G. Greig

         /s/ WILLIAM R. NEWLIN               Director             June 29, 2001
         ---------------------
           William R. Newlin

           /s/ BRIAN D. YOUNG                Director             June 29, 2001
           ------------------
             Brian D. Young

           /s/ FRED C. YOUNG          Director, Chairman of       June 29, 2001
           -----------------             the Board, Chief
             Fred C. Young               Executive Office

           /s/ ANNA M. BAIRD             Vice President,          June 29, 2001
           -----------------         Chief Financial Officer,
             Anna M. Baird           Treasurer and Principal
                                        Accounting Officer



                                                                              42
<PAGE>   43

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



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

We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of Black Box Corporation
and Subsidiaries included in this Form 10-K, and have issued our report thereon
dated April 30, 2001. Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The schedule listed in the
accompanying index is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

                                                         /s/ ARTHUR ANDERSEN LLP




Pittsburgh, Pennsylvania
April 30, 2001
<PAGE>   44


                                                                     SCHEDULE II

                              BLACK BOX CORPORATION

                       VALUATIONS AND QUALIFYING ACCOUNTS
                             (DOLLARS IN THOUSANDS)

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

<S>                                <C>              <C>            <C>              <C>             <C>
YEAR ENDED MARCH 31, 1999
  Inventory reserves                  $2,854          $2,893          $  503          $2,694          $3,556
  Allowance for unrealizable
  accounts/sales returns              $2,655          $1,983          $  940          $1,555          $4,023
  Restructuring reserve               $   --          $   --          $2,200          $  902          $1,298

YEAR ENDED MARCH 31, 2000
  Inventory reserves                  $3,556          $1,319          $1,028          $2,119          $3,784
  Allowance for unrealizable
  accounts/sales returns              $4,023          $2,447          $2,266          $2,432          $6,304
  Restructuring reserve               $1,298          $   --          $   --          $  436          $  862

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



                                                                              43