UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-18706

Black Box Corporation

(Exact name of registrant as specified in its charter)

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

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

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

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.   þ Yes   o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   o Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   o Yes   þ No

As of July 31, 2009, there were 17,548,305 shares of common stock, par value $.001 (the “common stock”), outstanding.

BLACK BOX CORPORATION
FOR THE QUARTER ENDED JUNE 27, 2009
INDEX

				Page
PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited).
		Consolidated Balance Sheets – June 27, 2009 and March 31, 2009.		3
		Consolidated Statements of Income – Three (3) months ended June 27, 2009 and June 28, 2008.		4
		Consolidated Statements of Cash Flows – Three (3) months ended June 27, 2009 and June 28, 2008.		5
		Notes to the Consolidated Financial Statements.		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.		20
Item 3.		Quantitative and Qualitative Disclosures about Market Risk.		27
Item 4.		Controls and Procedures.		28
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings.		29
Item 1A.		Risk Factors.		29
Item 6.		Exhibits.		30
SIGNATURE				31
EXHIBIT INDEX				32
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-31.1
EX-31.2
EX-32.1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BLACK BOX CORPORATION

		June 27, 2009				March 31,
In thousands, except par value		(Unaudited)				2009*
Assets
Cash and cash equivalents		$	25,774			$	23,720
Accounts receivable, net of allowance for doubtful accounts of $10,034 and $9,934			152,328				163,975
Inventories, net			54,009				55,898
Costs/estimated earnings in excess of billings on uncompleted contracts			74,693				66,066
Prepaid and other current assets			32,482				30,809
Total current assets			339,286				340,468
Property, plant and equipment, net			27,078				28,419
Goodwill			627,447				621,948
Intangibles
Customer relationships, net			102,803				105,111
Other intangibles, net			35,956				37,684
Other assets			3,130				2,858
Total assets		$	1,135,700			$	1,136,488
Liabilities
Accounts payable		$	79,240			$	79,021
Accrued compensation and benefits			25,115				30,446
Deferred revenue			35,262				35,520
Billings in excess of costs/estimated earnings on uncompleted contracts			18,663				18,217
Income taxes			7,745				5,164
Other liabilities			36,985				41,891
Total current liabilities			203,010				210,259
Long-term debt			237,420				249,260
Other liabilities			28,367				29,670
Total liabilities		$	468,797			$	489,189
Stockholders’ equity
Preferred stock authorized 5,000, par value $1.00, none issued		$	--			$	--
Common stock authorized 100,000, par value $.001, 17,548 and 17,533 shares outstanding			25				25
Additional paid-in capital			447,294				445,774
Retained earnings			527,773				521,023
Accumulated other comprehensive income			14,906				3,572
Treasury stock, at cost 7,626 and 7,626 shares			(323,095)				(323,095)
Total stockholders’ equity		$	666,903			$	647,299
Total liabilities and stockholders’ equity		$	1,135,700			$	1,136,488

*	Derived from audited financial statements

BLACK BOX CORPORATION

		Three (3) months ended June 27 and 28,
In thousands, except per share amounts		2009				2008
Revenues
Hotline products		$	42,282			$	55,639
On-Site services			192,930				186,914
Total			235,212				242,553
Cost of sales
Hotline products			22,195				27,982
On-Site services			130,604				126,429
Total			152,799				154,411
Gross profit			82,413				88,142
Selling, general & administrative expenses			63,883				66,468
Intangibles amortization			4,045				1,826
Operating income			14,485				19,848
Interest expense (income), net			2,144				(265)
Other expenses (income), net			(142)				(96)
Income before provision for income taxes			12,483				20,209
Provision for income taxes			4,681				7,376
Net income		$	7,802			$	12,833
Earnings per common share
Basic		$	0.45			$	0.73
Diluted		$	0.44			$	0.73
Weighted-average common shares outstanding
Basic			17,539				17,516
Diluted			17,539				17,518
Dividends per share		$	0.06			$	0.06

See Notes to the Consolidated Financial Statements

BLACK BOX CORPORATION

		Three (3) months ended June 27 and 28,
In thousands		2009				2008
Operating Activities
Net income		$	7,802			$	12,833
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Intangibles amortization and depreciation			6,078				4,252
Loss (gain) on sale of property			76				6
Deferred taxes			548				936
Tax impact from stock options			123				160
Stock compensation expense			1,643				542
Change in fair value of interest-rate swap(s)			(203)				(2,708)
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable, net			11,690				799
Inventories, net			2,555				3,983
All other current assets excluding deferred tax asset			(2,549)				(1,694)
Liabilities exclusive of long-term debt			(11,676)				(6,681)
Net cash provided by (used for) operating activities		$	16,087			$	12,428
Investing Activities
Capital expenditures		$	(567)			$	(652)
Capital disposals			29				22
Acquisition of businesses (payments)/recoveries			--				(6,286)
Prior merger-related (payments)/recoveries			(916)				165
Net cash provided by (used for) investing activities		$	(1,454)			$	(6,751)
Financing Activities
Proceeds from borrowings		$	38,385			$	52,575
Repayment of borrowings			(50,433)				(58,448)
Deferred financing costs			--				(112)
Payment of dividends			(1,052)				(1,051)
Net cash provided by (used for) financing activities		$	(13,100)			$	(7,036)
Foreign currency exchange impact on cash		$	521			$	(55)
Increase / (decrease) in cash and cash equivalents		$	2,054			$	(1,414)
Cash and cash equivalents at beginning of period		$	23,720			$	26,652
Cash and cash equivalents at end of period		$	25,774			$	25,238
Supplemental Cash Flow:
Cash paid for interest		$	2,726			$	2,877
Cash paid for income taxes			1,606				5,210
Non-cash financing activities:
Dividends payable			1,052				1,051
Capital leases			4				244

See Notes to the Consolidated Financial Statements

BLACK BOX CORPORATION

Note 1: Business and Basis of Presentation

Business
Black Box Corporation (“Black Box” or the “Company”) is the world’s largest dedicated network infrastructure services provider. Black Box offers one-source network infrastructure services for communications systems. The Company’s services offerings include design, installation, integration, monitoring and maintenance of voice, data and integrated communications systems. The Company’s primary services offering is voice solutions (“Voice Services”); the Company also offers premise cabling and other data-related services (“Data Services”) and products. The Company provides 24/7/365 technical support for all of its solutions which encompass all major voice and data product manufacturers as well as 118,000 network infrastructure products (“Hotline products”) that it sells through its catalog and Internet Web site (such catalog and Internet Web site business, together with technical support for such business, being referred to as “Hotline Services”) and its Voice Services and Data Services (collectively referred to as “On-Site services”) offices. As of June 27, 2009, the Company had more than 3,000 professional technical experts in 192 offices serving more than 175,000 clients in 141 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Black Box have been prepared in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The Company believes that these consolidated financial statements reflect all normal, recurring adjustments needed to present fairly the Company’s results for the interim periods presented. The results as of and for interim periods may not be indicative of the results of operations for any other interim period or for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) for the fiscal year ended March 31, 2009 (the “Form 10-K”).

The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and end on the Saturday generally nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented in these Notes to the Consolidated Financial Statements as of June 30, 2009 and 2008 were June 27, 2009 and June 28, 2008. References herein to “Fiscal Year” or “Fiscal” mean the Company’s fiscal year ended March 31 for the year referenced. All references to dollar amounts herein are presented in thousands, except per share amounts, unless otherwise noted.

The consolidated financial statements include the accounts of the Company, which is the parent company, and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Company management (“Management”) to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include allowances for doubtful accounts receivable, sales returns, net realizable value of inventories, loss contingencies, warranty reserves, intangible assets and goodwill. Actual results could differ from those estimates. Management believes the estimates made are reasonable.

Certain reclassifications have been made to the financial statements for prior periods in order to conform to the presentation for the three months ended June 30, 2009.

Note 2: Significant Accounting Policies / Recent Accounting Pronouncements

Significant Accounting Policies
The significant accounting policies used in the preparation of the Company’s consolidated financial statements are disclosed in Note 2 of the Notes to the Consolidated Financial Statements within the Form 10-K. Additional significant accounting policies adopted during Fiscal 2010 are disclosed below.

Stock-Based Compensation
Restricted stock units: The Company records expense for those stock awards, vesting during the period, for which the requisite service period is expected to be rendered. The Company uses historical data in order to project the future employee turnover rates used to estimate the number of restricted stock units for which the requisite service period will not be rendered. The fair value of restricted stock units is determined based on the number of restricted stock units granted and the closing market price of the Company’s common stock, par value $.001 (the “common stock”) on the date of grant. The Company recognizes the fair value of awards into expense over the requisite service periods associated with the award.

Performance share awards: The Company records expense for those stock awards, vesting during the period, for which the requisite service period is expected to be rendered. The Company uses historical data in order to project the future employee turnover rates used to estimate the number of performance shares for which the requisite service period will not be rendered. The fair value of performance share awards subject to a cumulative Adjusted EBITDA target (as defined in the performance share award agreement) is determined based on the number of performance shares granted and the closing market price of the common stock on the date of grant. The Company recognizes the fair value of awards into expense over the requisite service periods associated with the award. The probability of vesting of the award and the applicable number of shares of common stock to be issued are reassessed at each period end. The fair value of performance share awards subject to the Company’s total shareholder return ranking relative to the total shareholder return of the common stock (or its equivalent) of the companies in a peer group (the “Company’s Relative TSR Ranking”) is determined on the grant date using a Monte-Carlo simulation valuation method which includes several subjective assumptions. The Company recognizes the fair value of these awards into expense over the requisite service periods associated with the award. The assumptions are summarized as follows:

Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock.

Risk-Free Rate. The Company derives its risk-free interest rate on the observed interest rates with an equivalent remaining term equal to the expected life of the award.

Recent Accounting Pronouncements

Fair Value Measurements
In September, 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. In February, 2008, the FASB issued FASB Staff Position (“FSP”) SFAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” which removes certain leasing transactions from the scope of SFAS 157. On April 1, 2008, the Company adopted the provisions of SFAS 157 with the exception of a one-year deferral of implementation for non-financial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) as provided by FSP SFAS 157-2, “Effective Date of FASB Statement No. 157.” The significant categories of assets and liabilities included in the Company’s deferred implementation of SFAS 157 are non-financial assets and liabilities initially measured at fair value in a business combination and impairment assessments of long-lived assets, goodwill and intangible assets. The requirements of SFAS 157 were applied prospectively. The adoption of the portions of SFAS 157 which were permitted to be initially deferred did not have a material impact on the Company’s consolidated financial statements.

Non-controlling Interests
In December, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an Amendment to Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 160 amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. The adoption of SFAS 160 did not have a material impact on the Company’s consolidated financial statements.

Business Combinations
In December, 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any non-controlling interest at their fair values as of the acquisition date. SFAS 141(R) requires, among other things, that acquisition-related costs be recognized separately from the acquisition. In April, 2009, the FASB issued FSP SFAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”, which amends the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination. For the Company, SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after April 1, 2009. The adoption of SFAS 141(R) did not have a material impact on the Company’s consolidated financial statements. SFAS 141(R) may have a material impact on business combinations after adoption, but the impact will depend on the facts and circumstances of those specific business combinations.

Useful lives of Intangible Assets
In April, 2008, the FASB issued FSP FASB 142-3, “Determination of the Useful Life of Intangible Assets” (“SFAS 142-3”). SFAS 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) and expands the disclosure requirements of SFAS 142. The provisions of SFAS 142-3 for determining the useful life of a recognized intangible asset will be applied prospectively to intangible assets acquired after adoption. The disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The adoption of SFAS 142-3 did not have a material impact on the Company’s consolidated financial statements.

Postretirement Benefit Plan Assets
In December, 2008, the FASB issued FSP FASB 132R-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“SFAS 132R-1”). This statement provides additional guidance regarding disclosures about plan assets of defined benefit pension or other postretirement plans. SFAS 132R-1 is effective for financial statements issued for fiscal years ending after December 15, 2009. The Company is evaluating the impact of the adoption of SFAS 132R-1 on its consolidated financial statements.

Interim Disclosures about Fair Value of Financial Instruments
In April, 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“SFAS 107-1 and APB 28-1”), which require disclosures about fair value of financial instruments for interim reporting periods in addition to the existing requirement for annual financial statements. The adoption of SFAS 107-1 and APB 28-1 did not have a material impact on the Company’s consolidated financial statements.

Subsequent Events
In May, 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). SFAS 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. The adoption of SFAS 165 did not have a material impact on the Company’s consolidated financial statements. The Company evaluated subsequent events through the day prior to the date the accompanying financial statements were issued, which was August 5, 2009.

FASB Accounting Standards Codification
In June, 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 will become the source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities. On the effective date, SFAS 168 will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the codification will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS 168 will have no impact on the Company’s consolidated financial statements.

Note 3: Inventories

The Company’s inventories consist of the following:

		June 30, 2009				March 31, 2009
Raw materials		$	1,673			$	1,624
Finished goods			72,254				74,564
Subtotal		$	73,927			$	76,188
Excess and obsolete inventory reserves			(19,918)				(20,290)
Inventory, net		$	54,009			$	55,898

Note 4: Goodwill

The following table summarizes changes to Goodwill at the Company’s reporting units for the periods presented:

		North
		America				Europe				All Other				Total
Balance as of March 31, 2009		$	555,270			$	64,672			$	2,006			$	621,948
Currency translation			(8)				5,475				98				5,565
Prior period acquisitions			(66)				--				--				(66)
Balance as of June 30, 2009		$	555,196			$	70,147			$	2,104			$	627,447

Note 5: Intangible Assets

The following table summarizes the gross carrying amount, accumulated amortization and net carrying amount by intangible asset class for the periods presented:

		June 30, 2009												March 31, 2009
		Gross								Net				Gross								Net
		Carrying				Accum.				Carrying				Carrying				Accum.				Carrying
		Amount				Amort.				Amount				Amount				Amort.				Amount
Definite-lived
Non-compete agreements		$	15,272			$	7,392			$	7,880			$	15,115			$	6,517			$	8,598
Customer relationships			120,077				17,274				102,803				120,077				14,966				105,111
Acquired backlog			14,230				13,893				337				14,230				12,883				1,347
Total		$	149,579			$	38,559			$	111,020			$	149,422			$	34,366			$	115,056
Indefinite-lived
Trademarks			35,992				8,253				27,739				35,992				8,253				27,739
Total		$	185,571			$	46,812			$	138,759			$	185,414			$	42,619			$	142,795

The Company’s indefinite-lived intangible assets consist solely of the Company’s trademark portfolio. The Company’s definite-lived intangible assets are comprised of employee non-compete agreements, customer relationships and backlog obtained through business acquisitions.

The following table summarizes the changes to carrying amounts of intangible assets for the periods presented:

						Non-Competes				Customer
		Trademarks				and Backlog				Relationships				Total
Balance at March 31, 2009		$	27,739			$	9,945			$	105,111			$	142,795
Amortization expense			--				(1,737)				(2,308)				(4,045)
Currency translation			--				9				--				9
Balance at June 30, 2009		$	27,739			$	8,217			$	102,803			$	138,759

Intangibles amortization was $4,045 and $1,826 for the three (3) months ended June 30, 2009 and 2008, respectively. The Company acquired definite-lived intangibles from the completion of several acquisitions during Fiscal 2009. Intangibles amortization for Fiscal 2009 acquisitions are based on preliminary allocations of purchase price and is dependant upon certain estimates and assumptions, which are preliminary and may vary from the amounts reported herein.

The following table details the estimated intangibles amortization expense for the remainder of Fiscal 2010, each of the succeeding four fiscal years and the periods thereafter. These estimates are based on the carrying amounts of intangible assets as of June 30, 2009 that are subject to change pending the outcome of purchase accounting related to certain acquisitions:

Fiscal
2010		$	9,445
2011			11,493
2012			11,023
2013			9,738
2014			8,150
Thereafter			61,171
Total		$	111,020

Note 6: Indebtedness

The Company’s long-term debt consists of the following:

		June 30, 2009				March 31, 2009
Revolving credit agreement		$	235,965			$	247,650
Capital lease obligations			2,597				2,908
Other			51				99
Total debt		$	238,613			$	250,657
Less: current portion (included in Other liabilities)			(1,193)				(1,397)
Long-term debt		$	237,420			$	249,260

Revolving Credit Agreement On January 30, 2008, the Company entered into a Third Amended and Restated Credit Agreement dated as of January 30, 2008 (the “Credit Agreement”) with Citizens Bank of Pennsylvania, as agent, and a group of lenders. The Credit Agreement expires on January 30, 2013. Borrowings under the Credit Agreement are permitted up to a maximum amount of $350,000, which includes up to $20,000 of swing-line loans and $25,000 of letters of credit. The Credit Agreement may be increased by the Company up to an additional $100,000 with the approval of the lenders and may be unilaterally and permanently reduced by the Company to not less than the then outstanding amount of all borrowings. Interest on outstanding indebtedness under the Credit Agreement accrues, at the Company’s option, at a rate based on either: (a) the greater of (i) the prime rate per annum of the agent then in effect and (ii) 0.50% plus the rate per annum announced by the Federal Reserve Bank of New York as being the weighted-average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day or (b) a rate per annum equal to the LIBOR rate plus 0.50% to 1.125% (determined by a leverage ratio based on the Company’s consolidated EBITDA). The Credit Agreement requires the Company to maintain compliance with certain non-financial and financial covenants such as leverage and fixed-charge coverage ratios. As of June 30, 2009, the Company was in compliance with all financial covenants under the Credit Agreement.

The maximum amount of debt outstanding under the Credit Agreement, the weighted average balance outstanding under the Credit Agreement and the weighted average interest rate on all outstanding debt for the three (3) months ended June 30, 2009 was $261,750, $255,027 and 1.6%, respectively, compared to $222,820, $211,197 and 3.7%, respectively, for the three (3) months ended June 30, 2008.

Capital lease obligations
The capital lease obligations are primarily for equipment. The lease agreements have remaining terms ranging from less than one year to four years with interest rates ranging from 3.3% to 12.2%.

Other
Other debt is comprised of other third-party, non-employee loans. The loans have remaining terms of less than one to four years with interest rates ranging from 6.0% to 7.2%.

Unused available borrowings
As of June 30, 2009, the Company had $4,329 outstanding in letters of credit and $109,706 available under the Credit Agreement.

Note 7: Derivative Instruments and Hedging Activities

The Company is exposed to certain market risks, including the effect of changes in foreign currency exchange rates and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business. It does not hold or issue derivatives for speculative trading purposes. The Company is exposed to non-performance risk from the counterparties in its derivative instruments. This risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher and all counterparties are monitored on a continuous basis. The fair value of the Company’s derivatives reflects this credit risk.

Foreign Currency Contracts:
The Company enters into foreign currency contracts to hedge exposure to variability in expected fluctuations in foreign currencies. As of June 30, 2009, the Company had open contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, British pounds sterling, Swedish krona, Swiss francs and Japanese yen which have been designated as cash flow hedges. These contracts had a notional amount of $69,002 and will expire within ten (10) months. There was no hedge ineffectiveness for the three (3) months ended June 30, 2009 and 2008, respectively.

Interest-rate Swaps:
On July 26, 2006, the Company entered into a five-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 5.44% fixed rate, has a notional value of $100,000 reducing to $50,000 after three years and does not qualify for hedge accounting. On June 15, 2009, the Company entered into a three-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 2.28% fixed rate, has a notional value of $100,000 reducing to $50,000 after three years and does not qualify for hedge accounting. Each interest-rate swap discussed above is collectively hereinafter referred to as the “interest-rate swaps.”

The following tables detail the effect of derivative instruments on the Company’s Consolidated Balance Sheets and Consolidated Statements of Income for the periods presented:

				Asset Derivatives								Liability Derivatives
				Fair				Fair				Fair				Fair
				Value at				Value at				Value at				Value at
				June 30,				March				June 30,				March
		Classification		2009				31, 2009				2009				31, 2009
Derivatives designated as hedging instruments under SFAS 133
Foreign currency contracts		Other liabilities (short-term)		$	--			$	--			$	753			$	1,872
Foreign currency contracts		Prepaid and other current assets		$	3,229			$	923			$	--			$	--
Derivatives not designated as hedging instruments under SFAS 133
Interest-rate swaps		Other Liabilities (short-term)		$	--			$	--			$	5,133			$	5,336

				Three months ended June 30,
		Classification		2009				2008
Derivatives designated as hedging instruments under SFAS 133
Gain (loss) recognized in Comprehensive income on (effective portion) – net of taxes		Other comprehensive income		$	(145)			$	218
Gain (loss) reclassified from AOCI into income (effective portion) – net of taxes		Selling, general & administrative expenses		$	71			$	35

				Three months ended June 30,
		Classification		2009				2008
Derivatives not designated as hedging instruments under SFAS 133
Gain (loss) recognized in income		Interest expense (income), net		$	203			$	2,708

Note 8: Acquisitions

Fiscal 2010 acquisitions:
There have been no acquisitions during the three (3) month period ended June 30, 2009.

Fiscal 2009 acquisitions:

During the fourth quarter of Fiscal 2009, the Company acquired Scottel Voice & Data, Inc. (“Scottel”), a privately-held company headquartered in Culver City, CA. Scottel has an active customer base which includes commercial, education and various government agency accounts. In connection with the Scottel acquisition, the Company has made a preliminary allocation to goodwill and definite-lived intangible assets, respectively. The definite-lived intangible assets recorded represent the estimated fair market value of customer relationships and non-compete agreements which the Company estimates are to be amortized over a period of three to 10 years.

During the third quarter of Fiscal 2009, the Company acquired Network Communications Technologies, Inc. (“NCT”), a privately-held company based out of Charlotte, NC. NCT has an active customer base which includes commercial, education and various government agency accounts. In connection with the NCT acquisition, the Company has made a preliminary allocation to goodwill and definite-lived intangible assets, respectively. The definite-lived intangible assets recorded represent the estimated fair market value of customer relationships and non-compete agreements which the Company estimates are to be amortized over a period of two to 15 years.

Also, during the third quarter of Fiscal 2009, the Company acquired ACS Communications, Inc. (“ACS”), a privately-held company based out of Austin, TX. ACS has an active customer base which includes commercial, education and various government agency accounts. In connection with the ACS acquisition, the Company has made a preliminary allocation to goodwill and definite-lived intangible assets, respectively. The definite-lived intangible assets recorded represent the estimated fair market value of customer relationships and non-compete agreements which the Company estimates are to be amortized over a period of five to 15 years.

During the second quarter of Fiscal 2009, the Company acquired Mutual Telecom Services Inc. (“MTS”), a privately-held company based out of Needham, MA. MTS is a global telecommunications services and solutions provider primarily servicing clients in the Department of Defense and other federal agencies. In connection with the MTS acquisition, the Company has made a preliminary allocation to goodwill and definite-lived intangible assets, respectively. The definite-lived intangible assets recorded represent the estimated fair market value of customer relationships, non-compete agreements and backlog which the Company estimates are to be amortized over a period of one to 15 years.

During the first quarter of Fiscal 2009, the Company acquired UCI Communications LLC (“UCI”), a privately-held company based out of Mobile, AL. UCI has an active customer base which includes commercial, education and various government agency accounts. In connection with the UCI acquisition, the Company made allocations to goodwill and definite-lived intangible assets, respectively. The definite-lived intangible assets recorded represent the fair market value of customer relationships and non-compete agreements which the Company estimates are to be amortized over a period of five to nine years.

The acquisitions of Scottel, NCT, ACS, MTS and UCI, both individually and in the aggregate, did not have a material impact on the Company’s consolidated financial statements.

As disclosed above, the allocation of the purchase price for Scottel, NCT, ACS and MTS is based on preliminary estimates of the fair values of certain assets acquired and liabilities assumed as of the date of the acquisition. Management is currently assessing the fair values of the tangible and intangible assets acquired and liabilities assumed. The preliminary allocations of purchase price are dependant upon certain estimates and assumptions, which are preliminary and may vary from the amounts reported herein.

The results of operations of Scottel, NCT, ACS, MTS and UCI are included within the Company’s Consolidated Statements of Income beginning on their respective acquisition dates.

Note 9: Restructuring

The Company has incurred and continues to incur costs related to facility consolidations, such as idle facility rent obligations and the write-off of leasehold improvements, and employee severance (collectively referred to as “restructuring charges”) in an attempt to right-size the organization and more appropriately align the expense structure with anticipated revenues and changing market demand for its solutions and services. Employee severance is generally payable within the next six (6) months with certain facility costs extending through Fiscal 2014.

The Company incurred restructuring charges of $1,114 and $182 for the three (3) months ended June 30, 2009 and 2008, respectively. These costs have been recorded in Selling, general & administrative expenses in the Company’s Consolidated Statements of Income.

The following table summarizes the changes to the restructuring reserve for the periods presented:

		Employee
		Severance				Facility Closures				Total
Balance at March 31, 2009		$	4,165			$	6,349			$	10,514
Restructuring charge			1,013				101				1,114
Acquisition adjustments			26				--				26
Asset write-downs			--				(158)				(158)
Cash expenditures			(3,036)				(919)				(3,955)
Balance at June 30, 2009		$	2,168			$	5,373			$	7,541

Of the $7,541 above, $4,837 is classified as a current liability under Other liabilities on the Company’s Consolidated Balance Sheets for the period ended June 30, 2009.

Note 10: Income Taxes

The Company recorded income tax expense of $4,681, an effective tax rate of 37.5%, and $7,376, an effective tax rate of 36.5%, for the three (3) months ended June 30, 2009 and 2008, respectively. The effective rate for the three (3) months ended June 30, 2009 of 37.5% differs from the federal statutory rate primarily due to state income taxes, foreign currency exchange effects on previously-taxed income and interest and penalties related to uncertain income tax positions accounted for in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” partially offset by foreign earnings taxed at a lower statutory rate.

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined.

During Fiscal 2008, the Internal Revenue Service (“IRS”) commenced an examination of the Company’s U.S. federal income tax return for Fiscal 2006 and continued its examination of the Company’s U.S. federal income tax return for Fiscal 2004 and Fiscal 2005. During Fiscal 2009, the IRS proposed and the Company accepted certain tax adjustments for Fiscal 2004, Fiscal 2005 and Fiscal 2006. During the first quarter of Fiscal 2010, the IRS concluded its audits of tax years 2004, 2005 and 2006 with no further adjustments; however, those tax years remain open to re-examination until the statute of limitations expires in December 2009.

Fiscal 2008 and Fiscal 2007 remain open to examination by the IRS. Fiscal 2004 through Fiscal 2008 remain open to examination by state and foreign taxing jurisdictions.

Note 11: Stock-based Compensation

On August 12, 2008 (the “Effective Date”), the Company’s stockholders approved the 2008 Long-Term Incentive Plan (the “Incentive Plan”) which is designed to advance the Company’s interests and the interests of Company’s stockholders by providing incentives to certain employees, directors, consultants, independent contractors and persons to whom an offer of employment has been extended by the Company (hereinafter referred to as “Eligible Persons”). The Incentive Plan replaced the 1992 Stock Option Plan, as amended (the “Employee Plan”), and the 1992 Director Stock Option Plan, as amended (the “Director Plan”), on the Effective Date. Stock option grants under the Employee Plan and the Director Plan, prior to the effective date of the Incentive Plan, remain outstanding and will continue to be administered in accordance with the terms of their respective plans and plan agreements.

Awards (as defined below) under the Incentive Plan may include, but need not be limited to, one or more of the following types, either alone or in any combination thereof: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance grants, (vi) other share-based awards and (vii) any other type of award deemed by the Compensation Committee of the Board of Directors of the Company (the “Board”) or any successor thereto, or such other committee of the Board as is appointed by the Board to administer the Incentive Plan, in its sole discretion, to be consistent with the purposes of the Incentive Plan (hereinafter referred to as “Awards”).

The maximum aggregate number of shares of common stock available for issuance under Awards granted under the Incentive Plan shall be 900,000 plus the number of shares that remain available for the grant of stock options under the Employee Plan and the Director Plan on the Effective Date, plus the number of shares subject to stock options outstanding under the Employee Plan and the Director Plan on the Effective Date that are forfeited or cancelled prior to exercise. The following table details the shares of common stock available for grant under the Incentive Plan as of June 30, 2009.

Shares in thousands		Shares
Shares initially authorized under the Incentive Plan		900
Number of shares that were available for the grant of stock options under the Employee Plan and the Director Plan on August 12, 2008, the Effective Date		888
Number of shares subject to stock options outstanding under the Employee Plan and the Director Plan on August 12, 2008, the Effective Date, that were forfeited or cancelled, prior to exercise, through June 30, 2009		353
Shares authorized for grant under the Incentive Plan as of June 30, 2009		2,141
Shares available for grant under the Incentive Plan as of June 30, 2009 1		1,464

¹ The aggregate number of shares available for issuance is reduced by 1.87 shares for each issuance of a full value award (e.g., restricted stock units and performance shares).

The Company recognized stock-based compensation expense of $1,643 ($1,027 net of tax) or $0.06 per diluted share and $542 ($344 net of tax) or $0.02 per diluted share for the three (3) months ended June 30, 2009 and 2008, respectively. Stock-based compensation expense is recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Income.

Stock options

Stock option awards are granted with an exercise price equal to the closing market price of the common stock on the date of grant; such stock options generally become exercisable in equal amounts over a three-year period and have a contractual life of ten (10) years from the grant date. The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model which includes the following weighted-average assumptions.

		Three (3) months ended June 30,
		2009				2008
Expected life (in years)			5.0				4.8
Risk free interest rate			2.7%				3.4%
Annual forfeiture rate			2.5%				2.4%
Volatility			45.5%				30.4%
Dividend yield			0.9%				0.7%

The following table summarizes the Company’s stock option activity for the period presented:

		Shares				Weighted- Average Exercise				Weighted- average Remaining Contractual Life				Intrinsic Value
		(in 000’s)				Price				(Years)				(000’s)
Outstanding at March 31, 2009			3,309			$	36.45
Granted			167				33.11
Exercised			--				--
Forfeited or expired			(45)				38.87
Outstanding at June 30, 2009			3,431			$	36.25				6.0			$	6,443
Exercisable at June 30, 2009			2,541			$	38.51				5.0			$	2,250

The weighted-average grant-date fair value of options granted during the three (3) month period ending June 30, 2009 and 2008 was $13.16 and $8.65, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s average stock price (i.e., the average of the open and close prices of the common stock) on June 26, 2009 of $34.58, which would have been received by the optionholders had all optionholders exercised their options as of that date.

The following table summarizes certain information regarding the Company’s non-vested shares for the period presented.

						Weighted-
		Shares				Average Grant-
		(in 000’s)				Date Fair Value
Non-vested as of March 31, 2009			1,089			$	8.85
Granted			167				13.16
Forfeited			(6)				8.56
Vested			(360)				8.85
Non-vested as of June 30, 2009			890			$	9.36

As of June 30, 2009, there was $6,795 of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options which is expected to be recognized over a weighted-average period of 2.0 years. As of June 30, 2009, the Company had not valued certain grants, for accounting purposes, made during the first quarter of Fiscal 2010. Valuation is expected to occur during the second quarter of Fiscal 2010 which will impact the total unrecognized pre-tax stock-based compensation expense and the weighted-average grant-date fair value.

Restricted stock units

Restricted stock unit awards are subject to a service condition and typically vest in equal amounts over a three-year period from the grant date. The fair value of restricted stock units is determined based on the number of restricted stock units granted and the closing market price of the common stock on the date of grant.

The following table summarizes the Company’s restricted stock unit activity for the period presented:

						Weighted-
		Shares				Average Grant-
		(in 000’s)				Date Fair Value
Outstanding at March 31, 2009			--			$	--
Granted			168				33.11
Vested			(15)				33.11
Forfeited			--				--
Outstanding at June 30, 2009			153			$	33.11

The total fair value of shares vested during the three (3) month period ending June 30, 2009 and 2008 was $497 and $0, respectively.

As of June 30, 2009, there was $854 of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a weighted-average period of 2.9 years. As of June 30, 2009, the Company had not valued certain grants, for accounting purposes, made during the first quarter of Fiscal 2010. Valuation is expected to occur during the second quarter of Fiscal 2010 which will impact the total unrecognized pre-tax stock-based compensation expense and the weighted-average grant-date fair value.

Performance share awards

Performance share awards are subject to certain performance goals including the Company’s Relative TSR Ranking and cumulative Adjusted EBITDA over a two-year period. The Company’s Relative TSR Ranking metric is based on the two-year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The fair value of performance share awards (subject to cumulative Adjusted EBITDA) is determined based on the number of performance shares granted and the closing market price of the common stock on the date of grant. The fair value of performance share awards (subject to the Company’s Relative TSR Ranking) is estimated on the grant date using the Monte-Carlo simulation which includes the following weighted-average assumptions.

	Three (3) months ended June,
		2009				2008
Risk free interest rate			1.0%				--
Dividend yield			0.7%				--

The following table summarizes the Company’s performance share award activity for the period presented:

						Weighted-
		Shares				Average Grant-
		(in 000’s)				Date Fair Value
Outstanding at March 31, 2009			--			$	--
Granted			100				36.62
Vested			--				--
Forfeited			--				--
Outstanding at June 30, 2009			100			$	36.62

No shares vested during the three (3) month period ending June 30, 2009 and 2008.

As of June 30, 2009, there was $2,120 of total unrecognized pre-tax stock-based compensation expense related to non-vested performance share awards which is expected to be recognized over a weighted-average period of 1.9 years. As of June 30, 2009, the Company had not valued certain grants, for accounting purposes, made during the first quarter of Fiscal 2010. Valuation is expected to occur during the second quarter of Fiscal 2010 which will impact the total unrecognized pre-tax stock-based compensation expense and the weighted-average grant-date fair value.

Note 12: Earnings Per Share

The following table details the computation of basic and diluted earnings per common share from continuing operations for the periods presented (share numbers in thousands):

		Three (3) months ended June 30,
		2009				2008
Net income		$	7,802			$	12,833
Weighted-average common shares outstanding (basic)			17,539				17,516
Effect of dilutive securities from equity awards			--				2
Weighted-average common shares outstanding (diluted)			17,539				17,518
Basic earnings per common share		$	0.45			$	0.73
Dilutive earnings per common share		$	0.44			$	0.73

The Weighted-average common shares outstanding (diluted) computation is not impacted during any period where the exercise price of a stock option is greater than the average market price. There were 3,433,649 and 2,514,877 non-dilutive equity awards outstanding for the three (3) months ended June 30, 2009 and 2008, respectively, that are not included in the corresponding period Weighted-average common shares outstanding (diluted) computation. As of June 30, 2009, the Company had not valued certain grants, for accounting purposes, made during first quarter of Fiscal 2010. Valuation is expected to occur during the second quarter of Fiscal 2010 which may impact the Weighted-average common shares outstanding (diluted) computation.

Note 13: Comprehensive income and AOCI

The following table details the computation of comprehensive income for the periods presented:

		Three (3) months ended June 30,
		2009				2008
Net income		$	7,802			$	12,833
Foreign currency translation adjustment			11,503				(417)
Derivative Instruments (net of tax):
Net change in fair value of cash flow hedging instruments (net of tax)			(145)				218
Amounts reclassified into results of operations			71				(35)
Pension (net of tax):
Unrealized gain (loss)			(130)				--
Amounts reclassified into results of operations			35				--
Other comprehensive income (loss)		$	11,334			$	(234)
Comprehensive income (loss)		$	19,136			$	12,599

The components of AOCI consisted of the following for the periods presented:

		June 30, 2009				March 31, 2009
Foreign currency translation adjustment		$	17,878			$	6,375
Unrealized gains/(losses) on derivatives designated and qualified as cash flow hedges			(9)				65
Unrecognized gain on defined benefit pension			(2,963)				(2,868)
Accumulated other comprehensive income		$	14,906			$	3,572

Note 14: Fair Value Disclosures

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2009, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

		Assets at Fair Value as of June 30, 2009
		Level 1				Level 2				Level 3				Total
Foreign currency contracts		$	--			$	3,229			$	--			$	3,229

		Liabilities at Fair Value as of June 30, 2009
		Level 1				Level 2				Level 3				Total
Foreign currency contracts		$	--			$	753			$	--			$	753
Interest-rate swaps			--				5,133				--				5,133
Total		$	--			$	5,886			$	--			$	5,886

Note 15: Segment Reporting

Management reviews financial information for the consolidated Company accompanied by disaggregated information on revenues, operating income and assets by geographic region for the purpose of making operational decisions and assessing financial performance. Additionally, Management is presented with and reviews revenues and gross profit by service type. The accounting policies of the individual operating segments are the same as those of the Company.

The following table presents financial information about the Company’s reportable segments by geographic region for the periods presented:

		Three (3) months ended June 30,
		2009				2008
North America
Revenues		$	204,583			$	196,336
Operating income			11,575				14,484
Depreciation			1,921				2,268
Intangibles amortization			4,034				1,804
Assets (as of June 30)			1,047,304				961,199
Europe
Revenues		$	23,886			$	35,768
Operating income			2,089				3,813
Depreciation			84				127
Intangibles amortization			10				18
Assets (as of June 30)			134,666				159,528
All Other
Revenues		$	6,743			$	10,449
Operating income			821				1,551
Depreciation			28				31
Intangibles amortization			1				4
Assets (as of June 30)			18,974				21,642

The sum of the segment revenues, operating income, depreciation and intangibles amortization equals the consolidated revenues, operating income, depreciation and intangibles amortization. The following reconciles segment assets to total consolidated assets as of June 30, 2009 and 2008:

		As of June 30,
		2009				2008
Segment assets for North America, Europe and All Other		$	1,200,944			$	1,142,369
Corporate eliminations			(65,244)				(70,006)
Total consolidated assets		$	1,135,700			$	1,072,363

The following table presents financial information about the Company by service type for the periods presented:

		Three (3) months ended June 30,
		2009				2008
Data Services
Revenues		$	51,410			$	46,884
Gross profit			13,947				13,287
Voice Services
Revenues		$	141,520			$	140,030
Gross profit			48,379				47,198
Hotline Services
Revenues		$	42,282			$	55,639
Gross profit			20,087				27,657

The sum of service type revenues and gross profit equals consolidated revenues and gross profit.

Note 16: Commitments and Contingencies

Litigation Matters

In November 2006, two stockholder derivative lawsuits were filed against the Company itself, as a nominal defendant, and several of the Company’s current and former officers and directors in the United States District Court for the Western District of Pennsylvania. The two substantially identical stockholder derivative complaints allege that the individual defendants improperly backdated grants of stock options to several officers and directors in violation of the Company’s stockholder-approved stock option plans during the period 1996-2002, improperly recorded and accounted for backdated stock options in violation of generally accepted accounting principles, improperly took tax deductions based on backdated stock options in violation of the Internal Revenue Code of 1986, as amended, produced and disseminated false financial statements and SEC filings to the Company’s stockholders and to the market that improperly recorded and accounted for the backdated option grants, concealed the alleged improper backdating of stock options and obtained substantial benefits from sales of Company stock while in the possession of material inside information. The complaints seek damages on behalf of the Company against certain current and former officers and directors and allege breach of fiduciary duty, unjust enrichment, securities law violations and other claims. The two lawsuits have been consolidated into a single action as In re Black Box Corporation Derivative Litigation, Master File No. 2:06-CV-1531-JFC, and plaintiffs filed an amended consolidated shareholder derivative complaint on August 31, 2007. The parties have stipulated that responses by the defendants, including the Company, are due on or before October 23, 2009 and the court has entered an order to that effect. The Company and certain other parties have committed to participate in a mediation of these claims. The Company may have indemnification obligations arising out of this matter to its current and former directors and officers named in this litigation. The Company may incur costs or expenses in relation to this matter that could be material.

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 the matters described under this caption “Litigation Matters” are adequately provided for, covered by insurance, without merit or not probable that an unfavorable outcome will result.

Expenses Incurred by the Company
The Company has incurred significant expenses, in excess of its insurance deductible of $500, during prior fiscal periods, and expects to continue to incur additional expenses during the remainder of Fiscal 2010, in relation to the following previously-disclosed items (i) the review by the Audit Committee of the Board of the Company’s historical stock option granting practices and related accounting for stock option grants, (ii) the informal inquiry and formal order of investigation by the SEC regarding the Company’s past stock option granting practices, (iii) the derivative action relating to the Company’s historical stock option granting practices filed against the Company as a nominal defendant and certain of the Company’s current and former directors and officers, as to whom it may have indemnification obligations and (iv) related matters. As of June 30, 2009, the total amount of such fees is $8,255, of which $5,000, the insurance policy limit, has been paid by the insurance company. The Company recorded expense of $264 and $0 during the three (3) months ended June 30, 2009 and 2008, respectively. These expenses are recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Income. The amount of expenses that the Company could incur in the future with respect to these matters could be material.

There has been no other significant or unusual activity during Fiscal 2010.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The discussion and analysis for the three (3) months ended June 30, 2009 and 2008 as set forth below in this Item 2 should be read in conjunction with the response to Part 1, Item 1 of this report and the consolidated financial statements of Black Box Corporation (“Black Box,” the “Company,” “we” or “our”), including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) for the fiscal year ended March 31, 2009 (the “Form 10-K”). The Company’s fiscal year ends on March 31. The fiscal quarters consist of 13 weeks and generally end on the Saturday nearest each calendar quarter end, adjusted to provide relatively equivalent business days for each fiscal quarter. The actual ending dates for the periods presented as of June 30, 2009 and 2008 were June 27, 2009 and June 28, 2008. References to “Fiscal Year” or “Fiscal” mean the Company’s fiscal year ended March 31 for the year referenced. All dollar amounts are presented in thousands unless otherwise noted.

The Company
Black Box is the world’s largest dedicated network infrastructure services provider. Black Box offers one-source network infrastructure services for communications systems. The Company’s services offerings include design, installation, integration, monitoring and maintenance of voice, data and integrated communications systems. The Company’s primary services offering is voice solutions (“Voice Services”); the Company also offers premise cabling and other data-related services (“Data Services”) and products. The Company provides 24/7/365 technical support for all of its solutions which encompass all major voice and data product manufacturers as well as 118,000 network infrastructure products (“Hotline products”) that it sells through its catalog and Internet Web site (such catalog and Internet Web site business, together with technical support for such business, being referred to as “Hotline Services”) and its Voice Services and Data Services (collectively referred to as “On-Site services”) offices. As of June 30, 2009, the Company had more than 3,000 professional technical experts in 192 offices serving more than 175,000 clients in 141 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on five continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

Company management (“Management”) is presented with and reviews revenues and operating income by geographical segment. In addition, revenues and gross profit information by service type are provided herein for purposes of further analysis.

The Company has completed several acquisitions from April 1, 2008 through June 30, 2009 that have had an impact on the Company’s consolidated financial statements and, more specifically, North America Voice Services and North America Data Services for the periods under review. Fiscal 2009 acquisitions include (i) Scottel Voice & Data, Inc. (“Scottel”), (ii) Network Communications Technologies, Inc. (“NCT”), (iii) ACS Communications, Inc. (“ACS”), (iv) Mutual Telecom Services Inc. (“MTS”) and (v) UCI Communications LLC (“UCI”). The acquisitions noted above are collectively referred to as the “Acquired Companies.” The results of operations of the Acquired Companies are included within the Company’s Consolidated Statements of Income beginning on their respective acquisition dates.

The Company incurs certain expenses (i.e., expenses incurred as a result of certain acquisitions) that it excludes when evaluating the continuing operations of the Company. The following table is included to provide a schedule of the current and an estimate of these future expenses for Fiscal 2010 (by quarter) based on information available to the Company as of June 30, 2009.

		1Q10				2Q10				3Q10				4Q10				Fiscal 2010
Selling, general & administrative expenses
Asset write-up depreciation expense on acquisitions		$	--			$	--			$	--			$	--			$	--
Intangibles amortization
Amortization of intangible assets on acquisitions		$	4,031			$	3,359			$	3,022			$	3,022			$	13,434
Total		$	4,031			$	3,359			$	3,022			$	3,022			$	13,434

The following table is included to provide a schedule of these expenses during Fiscal 2009 (by quarter).

		1Q09				2Q09				3Q09				4Q09				Fiscal 2009
Selling, general & administrative expenses
Asset write-up depreciation expense on acquisitions		$	448			$	448			$	485			$	507			$	1,888
Intangibles amortization
Amortization of intangible assets on acquisitions		$	1,791			$	1,864			$	3,231			$	3,785			$	10,671
Total		$	2,239			$	2,312			$	3,716			$	4,292			$	12,559

The following table provides information on Revenues and Operating income by reportable geographic segment (North America, Europe and All Other). The table below should be read in conjunction with the following discussions.

		Three (3) months ended June 30,
		2009								2008
						% of total								% of total
		$				revenue				$				revenue
Revenues
North America		$	204,583				87.0%			$	196,336				81.0%
Europe			23,886				10.1%				35,768				14.7%
All Other			6,743				2.9%				10,449				4.3%
Total		$	235,212				100%			$	242,553				100%
Operating income
North America		$	11,575							$	14,484
% of North America revenues			5.7%								7.4%
Europe		$	2,089							$	3,813
% of Europe revenues			8.7%								10.7%
All Other		$	821							$	1,551
% of All Other revenues			12.2%								14.8%
Total		$	14,485				6.2%			$	19,848				8.2%

The following table provides information on Revenues and Gross profit by service type (Data Services, Voice Services and Hotline Services). The table below should be read in conjunction with the following discussions.

		Three (3) months ended June 30,
		2009								2008
						% of total								% of total
		$				revenue				$				revenue
Revenues
Data Services		$	51,410				21.9%			$	46,884				19.3%
Voice Services			141,520				60.1%				140,030				57.7%
Hotline Services			42,282				18.0%				55,639				23.0%
Total		$	235,212				100%			$	242,553				100%
Gross profit
Data Services		$	13,947							$	13,287
% of Data Services revenues			27.1%								28.3%
Voice Services		$	48,379							$	47,198
% of Voice Services revenues			34.2%								33.7%
Hotline Services		$	20,087							$	27,657
% of Hotline Services revenues			47.5%								49.7%
Total		$	82,413				35.0%			$	88,142				36.3%

First quarter of Fiscal 2010 (“1Q10”) compared to first quarter of Fiscal 2009 (“1Q09”):

Total Revenues
Total revenues for 1Q10 were $235,212, a decrease of 3% compared to total revenues for 1Q09 of $242,553. The Acquired Companies contributed incremental revenue of $39,405 and $3,151 for 1Q10 and 1Q09, respectively. Excluding the effects of the acquisitions and the negative exchange rate impact of $5,715 in 1Q10 relative to the U.S. dollar, total revenues would have decreased 16% from $239,402 to $201,522 for the reasons discussed below.

Revenues by Geography

North America
Revenues in North America for 1Q10 were $204,583, an increase of 4% compared to revenues for 1Q09 of $196,336. The Acquired Companies contributed incremental revenue of $39,405 and $3,151 for 1Q10 and 1Q09, respectively. Excluding the effects of the acquisitions and the negative exchange rate impact of $735 in 1Q10 relative to the U.S. dollar, North American revenues would have decreased 14% from $193,185 to $165,913. The Company believes that this decrease is primarily due to weaker general economic conditions that affected client demand across all services segments.

Europe
Revenues in Europe for 1Q10 were $23,886, a decrease of 33% compared to revenues for 1Q09 of $35,768. Excluding the negative exchange rate impact of $4,772 in 1Q10 relative to the U.S. dollar, Europe revenues would have decreased 20% from $35,768 to $28,658. The Company believes the decrease is primarily due to weaker general economic conditions that affected client demand for its Data Services and Hotline Services.

All Other
Revenues for All Other for 1Q10 were $6,743, a decrease of 35% compared to revenues for 1Q09 of $10,449. Excluding the negative exchange rate impact of $208 in 1Q10 relative to the U.S. dollar, All Other revenues would have decreased 33% from $10,449 to $6,951.

Revenue by Service Type

Data Services
Revenues from Data Services for 1Q10 were $51,410, an increase of 10% compared to revenues for 1Q09 of $46,884. The Acquired Companies contributed incremental revenue of $13,308 and $0 for 1Q10 and 1Q09, respectively. Excluding the effects of the acquisitions and the negative exchange rate impact of $2,605 in 1Q10 relative to the U.S. dollar for its international Data Services, Data Services revenues would have decreased 13% from $46,884 to $40,707. The Company believes this decrease is primarily due to weaker general economic conditions that affected client demand for these services.

Voice Services
Revenues from Voice Services for 1Q10 were $141,520, an increase of 1% compared to revenues for 1Q09 of $140,030. The Acquired Companies contributed incremental revenue of $26,097 and $3,151 for 1Q10 and 1Q09, respectively. Excluding the effects of the acquisitions, Voice Services revenues would have decreased 16% from $136,879 to $115,423. The Company believes this decrease is primarily due to weaker general economic conditions that affected client demand for these services. There was no exchange rate impact on Voice Services revenues as all of the Company’s Voice Services revenues are denominated in U.S. dollars.

Hotline Services
Revenues from Hotline Services for 1Q10 were $42,282, a decrease of 24% compared to revenues for 1Q09 of $55,639. Excluding the negative exchange rate impact of $3,110 in 1Q10 relative to the U.S. dollar for its International Hotline Services, Hotline Services revenues would have decreased 18% from $55,639 to $45,392. The Company believes this decrease is primarily due to weaker general economic conditions that affected client demand for these products and services.

Gross profit

Gross profit dollars for 1Q10 were $82,413, a decrease of 7% compared to gross profit dollars for 1Q09 of $88,142. Gross profit as a percent of revenues for 1Q10 was 35.0%, a decrease of 1.3% compared to gross profit as a percentage of revenues for 1Q09 of 36.3%. The Company believes the percent decrease was due primarily to the impact of a lower margin project in its Data Services segment and client mix in its Hotline Services segment.

Gross profit dollars for Data Services for 1Q10 were $13,947, or 27.1% of revenues, compared to gross profit dollars for 1Q09 of $13,287, or 28.3% of revenues. Gross profit dollars for Voice Services for 1Q10 were $48,379, or 34.2% of revenues, compared to gross profit dollars for 1Q09 of $47,198, or 33.7% of revenues. Gross profit dollars for Hotline Services for 1Q10 were $20,087, or 47.5% of revenues, compared to gross profit dollars for 1Q09 of $27,657, or 49.7% of revenues. Please see the preceding paragraph for the analysis of gross profit variances by segment.

Selling, general & administrative expenses
Selling, general & administrative expenses for 1Q10 were $63,883, a decrease of $2,585 compared to Selling, general & administrative expenses for 1Q09 of $66,468. Selling, general & administrative expenses as a percent of revenue for 1Q10 were 27.2% compared to 27.4% for 1Q09. The decrease in Selling, general & administrative expense dollars and Selling, general & administrative expenses as a percent of revenue over the prior year was primarily due to the Company’s continued effort to right-size the organization and more properly align the expense structure with anticipated revenues and changing market demand for its solutions and services.

Intangibles amortization
Intangibles amortization for 1Q10 was $4,045, an increase of $2,219 compared to Intangibles amortization for 1Q09 of $1,826. The increase was primarily attributable to the addition of intangible assets from acquisitions completed subsequent to the first quarter of Fiscal 2009 partially offset by the amortization run-out for certain intangible assets.

Operating income
As a result of the foregoing, Operating income for 1Q10 was $14,485, or 6.2% of revenues, a decrease of $5,363 compared to Operating income for 1Q09 of $19,848, or 8.2% of revenues.

Interest expense (income), net
Net interest expense for 1Q10 was $2,144, or 0.9% of revenues, compared to net interest income for 1Q09 of $265, or 0.1% of revenues. The Company’s interest-rate swaps contributed gains of $203 and $2,708 for 1Q10 and 1Q09, respectively, due to the change in fair value. Excluding the effect of the interest-rate swaps, net interest expense would have decreased $96 from $2,443, or 1.0% of revenues, to $2,347 or 1.0% of revenues. This decrease in net interest expense is due to a decrease in the weighted-average interest rate from 3.7% for 1Q09 to 1.6% for 1Q10 partially offset by increases in the weighted-average outstanding debt from $211,197 for 1Q09 to $255,027 for 1Q10.

Provision for income taxes
The tax provision for 1Q10 was $4,681, an effective tax rate of 37.5%. This compares to the tax provision for 1Q09 of $7,376, an effective tax rate of 36.5%. The tax rate for 1Q10 was higher than 1Q09 due to changes in the overall mix of taxable income among worldwide offices and foreign currency exchange effects on previously-taxed income. The Company anticipates that its deferred tax asset is realizable in the foreseeable future.

Net income
As a result of the foregoing, Net income for 1Q10 was $7,802, or 3.3% of revenues, compared to Net income for 1Q09 of $12,833, or 5.3% of revenues.

Liquidity and Capital Resources

Net cash provided by operating activities during 1Q10 was $16,087. Significant factors contributing to the source of cash were: net income of $7,802 inclusive of non-cash charges of $6,078 and $1,643 for amortization / depreciation expense and stock compensation expense, respectively, as well as decreases in net inventory of $2,555 and net trade accounts receivable of $11,690, and an increase in accrued taxes of $2,442. Significant factors contributing to a use of cash include decreases in billings in excess of costs, restructuring reserves, accrued compensation and benefits and deferred revenue of $2,488, $3,041, $5,688 and $1,290, respectively, and an increase in costs in excess of billings of $4,464. Changes in the above accounts are based on average Fiscal 2010 exchange rates.

Net cash provided by operating activities during 1Q09 was $12,428. Significant factors contributing to the source of cash were: net income of $12,833 inclusive of non-cash charges of $4,252 and $542 for amortization / depreciation expense and stock compensation expense, respectively, as well as decreases in net inventory of $3,983, costs in excess of billings of $1,040 and the deferred tax provision of $1,096, and increases in trade accounts payable of $1,910 and accrued taxes of $1,167. Significant factors contributing to a use of cash include a non-cash charge of $2,708 for the change in fair value of interest rate swap, as well as decreases in billings in excess of costs of $3,321, accrued expenses of $2,755 and restructuring reserves of $2,973, and an increase in prepaid and other current assets of $2,813. Changes in the above accounts are based on average Fiscal 2009 exchange rates.

As of June 30, 2009 and 2008, the Company had cash and cash equivalents of $25,774 and $25,238, respectively, working capital of $136,276 and $136,782, respectively, and a current ratio of 1.67 and 1.66, respectively.

The Company believes that its cash provided by operating activities and availability under its credit facility will be sufficient to fund the Company’s working capital requirements, capital expenditures, dividend program, potential stock repurchases, potential future acquisitions or strategic investments and other cash needs for the next 12 months.

Investing Activities

Net cash used by investing activities during 1Q10 was $1,454. Significant factors contributing to the cash outflow were: $916 for holdbacks and contingent fee payments related to prior period acquisitions and $567 for gross capital expenditures.

Net cash used by investing activities during 1Q09 was $6,751. Significant factors contributing to the cash outflow were: $6,286 to acquire UCI, $2,456 for holdbacks and contingent fee payments related to prior period acquisitions and $652 for gross capital expenditures. A significant source of cash inflow was $2,622 for the return of previously-escrowed amounts relating to the acquisition of the USA Commercial and Government and Canadian operations of NextiraOne, LLC.

Financing Activities

Net cash used by financing activities during 1Q10 was $13,100. Significant factors contributing to the cash outflow were $12,048 of net payments on long-term debt and $1,052 for the payment of dividends.

Net cash used by financing activities during 1Q09 was $7,036. Significant factors contributing to the cash outflow were $5,873 of net payments on long term debt and $1,051 for the payment of dividends.

Total Debt

Revolving Credit Agreement – On January 30, 2008, the Company entered into a Third Amended and Restated Credit Agreement dated as of January 30, 2008 (the “Credit Agreement”) with Citizens Bank of Pennsylvania, as agent, and a group of lenders. The Credit Agreement expires on January 30, 2013. Borrowings under the Credit Agreement are permitted up to a maximum amount of $350,000, which includes up to $20,000 of swing-line loans and $25,000 of letters of credit. The Credit Agreement may be increased by the Company up to an additional $100,000 with the approval of the lenders and may be unilaterally and permanently reduced by the Company to not less than the then outstanding amount of all borrowings. Interest on outstanding indebtedness under the Credit Agreement accrues, at the Company’s option, at a rate based on either: (a) the greater of (i) the prime rate per annum of the agent then in effect and (ii) 0.50% plus the rate per annum announced by the Federal Reserve Bank of New York as being the weighted-average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day or (b) a rate per annum equal to the LIBOR rate plus 0.50% to 1.125% (determined by a leverage ratio based on the Company’s consolidated EBITDA). The Credit Agreement requires the Company to maintain compliance with certain non-financial and financial covenants such as leverage and fixed-charge coverage ratios. As of June 30, 2009, the Company was in compliance with all financial covenants under the Credit Agreement.

As of June 30, 2009, the Company had total debt outstanding of $238,613. Total debt was comprised of $235,965 outstanding under the Credit Agreement, $2,597 of obligations under capital leases and $51 of various other third-party, non-employee loans. The maximum amount of debt outstanding under the Credit Agreement, the weighted average balance outstanding under the Credit Agreement and the weighted average interest rate on all outstanding debt for the three (3) months ended June 30, 2009 was $261,750, $255,027 and 1.6%, respectively, compared to $222,820, $211,197 and 3.7%, respectively, for the three (3) months ended June 30, 2008.

Dividends

Fiscal 2010

1Q10 - The Board declared a cash dividend of $0.06 per share on all outstanding shares of the common stock. The dividend totaled $1,052 and was paid on July 10, 2009 to stockholders of record at the close of business on June 26, 2009.

Fiscal 2009

1Q09 - The Board declared a cash dividend of $0.06 per share on all outstanding shares of the common stock. The dividend totaled $1,051 and was paid on July 14, 2008 to stockholders of record at the close of business on June 30, 2008.

While the Company expects to continue to declare quarterly dividends, the payment of future dividends is at the discretion of the Board and the timing and amount of any future dividends will depend upon earnings, cash requirements and financial condition of the Company. Under the Credit Agreement, the Company is permitted to make any distribution or dividend as long as no Event of Default or Potential Default (each as defined in the Credit Agreement) occurs or is continuing.

Repurchase of Common Stock

Fiscal 2010
There were no purchases of common stock during Fiscal 2010.

Fiscal 2009
There were no purchases of common stock during Fiscal 2009.

Since the inception of the repurchase program in April 1999 through June 30, 2009, the Company has repurchased 7,626,195 shares of common stock for an aggregate purchase price of $323,095, or an average purchase price per share of $42.37. As of June 30, 2009, 873,805 shares were available under repurchase programs approved by the Board. Additional repurchases of common stock may occur from time to time depending upon factors such as the Company’s cash flows and general market conditions. While the Company expects to continue to repurchase shares of common stock for the foreseeable future, there can be no assurance as to the timing or amount of such repurchases. Under the Credit Agreement, the Company is permitted to repurchase its common stock as long as no Event of Default or Potential Default (each as defined in the Credit Agreement) occurs or is continuing, the leverage ratio (after taking into consideration the payment made to repurchase such common stock) would not exceed 2.75 to 1.0 and the availability to borrow under the Credit Facility would not be less than $20 million.

Expenses Incurred by the Company
The Company has incurred significant expenses, in excess of its insurance deductible of $500, during prior fiscal periods, and expects to continue to incur additional expenses during the remainder of Fiscal 2010, in relation to the following previously-disclosed items (i) the review by the Audit Committee of the Board of the Company’s historical stock option granting practices and related accounting for stock option grants, (ii) the informal inquiry and formal order of investigation by the SEC regarding the Company’s past stock option granting practices, (iii) the derivative action relating to the Company’s historical stock option granting practices filed against the Company as a nominal defendant and certain of the Company’s current and former directors and officers, as to whom it may have indemnification obligations and (iv) related matters. As of June 30, 2009, the total amount of such fees is $8,255, of which $5,000, the insurance policy limit, has been paid by the insurance company. The Company recorded expense of $264 and $0 during the three (3) months ended June 30, 2009 and 2008, respectively. The amount of expenses that the Company could incur in the future with respect to these matters could be material.

Legal Proceedings
See the matters discussed in Part II, Item 1, “Legal Proceedings,” of this Quarterly Report on Form 10-Q (the “Form 10-Q”), which information is incorporated herein by reference.

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

Critical Accounting Policies/ Impact of Recently Issued Accounting Pronouncements

Critical Accounting Policies
The Company’s critical accounting policies require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and are the most important to the portrayal of the Company’s consolidated financial statements. The Company’s critical accounting policies are disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Form 10-K. There have been no changes to the Company’s critical accounting policies during the three (3) months ended June 30, 2009.

Impact of Recently Issued Accounting Pronouncements
See Note 2 of the Notes to the Consolidated Financial Statements for further discussion of recently-issued accounting standards and the related impact on the Company’s consolidated financial statements.

Cautionary Forward Looking Statements

When included in the Form 10-Q or in documents incorporated herein by reference, the words “should,” “expects,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “targets,” “plans” and analogous expressions are intended to identify forward-looking statements. One can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Although it is not possible to predict or identify all risk factors, such risks and uncertainties may include, among others, the final outcome of the review of the Company’s stock option granting practices, including the related SEC investigation, shareholder derivative lawsuit, tax matters and insurance/indemnification matters, and the impact of any actions that may be required or taken as a result of such review, SEC investigation, shareholder derivative lawsuit, tax matters or insurance/indemnification matters, levels of business activity and operating expenses, expenses relating to corporate compliance requirements, cash flows, global economic and business conditions, successful integration of acquisitions, including the NextiraOne business, the timing and costs of restructuring programs, successful marketing of DVH services, successful implementation of the Company’s M&A program, including identifying appropriate targets, consummating transactions and successfully integrating the businesses, successful implementation of the Company’s government contracting programs, competition, changes in foreign, political and economic conditions, fluctuating foreign currencies compared to the U.S. dollar, rapid changes in technologies, client preferences, the Company’s arrangements with suppliers of voice equipment and technology 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 Form 10-Q. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risks in the ordinary course of business that include interest-rate volatility and foreign currency exchange rates volatility. Market risk is measured as the potential negative impact on earnings, cash flows or fair values resulting from a hypothetical change in interest rates or foreign currency exchange rates over the next year. The Company does not hold or issue any other financial derivative instruments (other than those specifically noted below) nor does it engage in speculative trading of financial derivatives.

Interest-rate Risk

The Company’s primary interest-rate risk relates to its long-term debt obligations. As of June 30, 2009, the Company had total long-term obligations of $235,965 under the Credit Agreement. Of the outstanding debt, $150,000 was in variable rate debt that was effectively converted to a fixed rate through multiple interest-rate swap agreements (discussed in more detail below) and $85,965 was in variable rate obligations. As of June 30, 2009, an instantaneous 100 basis point increase in the interest rate of the variable rate debt would reduce the Company’s net income in the subsequent fiscal quarter by $212 ($133 net of tax) assuming the Company employed no intervention strategies.

To mitigate the risk of interest-rate fluctuations associated with the Company’s variable rate long-term debt, the Company has implemented an interest-rate risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings caused by interest-rate volatility. The Company’s goal is to manage interest-rate sensitivity by modifying the re-pricing characteristics of certain balance sheet liabilities so that the net-interest margin is not, on a material basis, adversely affected by the movements in interest rates.

On July 26, 2006, the Company entered into a five-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 5.44% fixed rate, has a notional value of $100,000 reducing to $50,000 after three years and does not qualify for hedge accounting. On June 15, 2009, the Company entered into a three-year floating-to-fixed interest-rate swap that is based on a 3-month LIBOR rate versus a 2.28% fixed rate, has a notional value of $100,000 reducing to $50,000 after three years and does not qualify for hedge accounting. Changes in the fair market value of the interest-rate swap are recorded as an asset or liability within the Company’s Consolidated Balance Sheets and Interest expense (income) within the Company’s Consolidated Statements of Income.

Foreign Exchange Rate Risk

The Company has operations, clients and suppliers worldwide, thereby exposing the Company’s financial results to foreign currency fluctuations. In an effort to reduce this risk of foreign currency fluctuations, 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. The Company has entered and will continue in the future, on a selective basis, to enter into foreign currency contracts to reduce the foreign currency exposure related to certain intercompany transactions, primarily trade receivables and loans. All of the foreign currency contracts have been designated and qualify as cash flow hedges. The effective portion of any changes in the fair value of the derivative instruments is recorded in Accumulated Other Comprehensive Income (“AOCI”) until the hedged forecasted transaction occurs or the recognized currency transaction affects earnings. Once the forecasted transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from AOCI to the Company’s Consolidated Statements of Income. In the event it becomes probable that the hedged forecasted transaction will not occur, the ineffective portion of any gain or loss on the related cash flow hedge would be reclassified from AOCI to the Company’s Consolidated Statements of Income.

As of June 30, 2009, the Company had open foreign currency contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, British pounds sterling, Swedish krona, Swiss francs and Japanese yen. The open contracts have contract rates ranging from 1.25 to 1.58 Australian dollar, 1.10 to 1.30 Canadian dollar, 5.29 to 5.93 Danish krone, 0.70 to 0.80 Euro, 15.17 to 15.99 Mexican peso, 5.77 to 7.22 Norwegian kroner, 0.59 to 0.71 British pounds sterling, 6.60 to 9.02 Swedish krona, 1.07 to 1.19 Swiss franc and 90.13 to 98.16 Japanese yen, all per U.S. dollar. The total open contracts had a notional amount of $69,002 and will expire within ten (10) months.

Item 4. Controls and Procedures.

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) for the Company. Management assessed the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2009. Based upon this assessment, Management has concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2009 to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to Management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The SEC’s general guidance permits the exclusion of an assessment of the effectiveness of a registrant’s disclosure controls and procedures as they relate to its internal control over financial reporting for an acquired business during the first year following such acquisition if, among other circumstances and factors, there is not adequate time between the acquisition date and the date of assessment. As previously noted in this Form 10-Q, Black Box completed the acquisitions of Scottel, NCT, ACS and MTS during Fiscal 2009. Scottel, NCT, ACS and MTS represent approximately 3%, 1%, 3% and 5%, respectively, of the Company’s total assets as of June 30, 2009. Management’s assessment and conclusion on the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2009 excludes an assessment of the internal control over financial reporting of Scottel, NCT, ACS and MTS.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Except as noted below, there has been no material developments in legal proceedings during the three (3) months ended June 27, 2009. See Part I, Item 3, “Legal Proceedings” of the Form 10-K for more information regarding legal proceedings as of March 31, 2009.

Litigation Matters
In November 2006, two stockholder derivative lawsuits were filed against the Company itself, as a nominal defendant, and several of the Company’s current and former officers and directors in the United States District Court for the Western District of Pennsylvania. The two substantially identical stockholder derivative complaints allege that the individual defendants improperly backdated grants of stock options to several officers and directors in violation of the Company’s stockholder-approved stock option plans during the period 1996-2002, improperly recorded and accounted for backdated stock options in violation of generally accepted accounting principles, improperly took tax deductions based on backdated stock options in violation of the Internal Revenue Code of 1986, as amended, produced and disseminated false financial statements and SEC filings to the Company’s stockholders and to the market that improperly recorded and accounted for the backdated option grants, concealed the alleged improper backdating of stock options and obtained substantial benefits from sales of Company stock while in the possession of material inside information. The complaints seek damages on behalf of the Company against certain current and former officers and directors and allege breach of fiduciary duty, unjust enrichment, securities law violations and other claims. The two lawsuits have been consolidated into a single action as In re Black Box Corporation Derivative Litigation, Master File No. 2:06-CV-1531-JFC, and plaintiffs filed an amended consolidated shareholder derivative complaint on August 31, 2007. The parties have stipulated that responses by the defendants, including the Company, are due on or before October 23, 2009 and the court has entered an order to that effect. The Company and certain other parties have committed to participate in a mediation of these claims. The Company may have indemnification obligations arising out of this matter to its current and former directors and officers named in this litigation. The Company may incur costs or expenses in relation to this matter that could be material.

Item 1A. Risk Factors.

The following is provided to update the risk factors previously disclosed in Part I, Item 1A, of the Form 10-K.

We are dependent upon certain key supply chain and distribution agreements. Through our recent acquisitions, we have significant arrangements with a small number of suppliers of voice technology. If we experience disruptions in our supply chain with these manufacturers for any reason or lose our distribution rights, we may not be able to fulfill customer commitments with an acceptable alternative or we may not be able to obtain alternative solutions at similar costs. On January 14, 2009, Nortel Networks Corporation (“Nortel”) announced that Nortel and certain other subsidiaries of Nortel sought relief from their creditors in proceedings commenced in Canada, the United States and other jurisdictions (the “Nortel Bankruptcy”). Nortel further announced that certain of its affiliates, including the Nortel Government Solutions business, will continue to operate in the ordinary course and are not included in these proceedings. On July 20, 2009, Nortel announced that it had entered into a “stalking horse” asset and share sale agreement with Avaya, Inc. (“Avaya”) for its Enterprise Solutions business for a purchase price of US$475 million. This agreement includes the planned sale of substantially all of the assets of the Enterprise Solutions business globally as well as the shares of Nortel Government Solutions Incorporated and DiamondWare, Ltd. (the “Nortel Enterprise Solutions Business”). As previously disclosed, the Company’s distribution agreement with Avaya terminated on September 8, 2007. There can be no assurance that the sale of the Nortel Enterprise Solutions Business will not impact the Company’s business with the Nortel Enterprise Solutions Business. As a result, the Company cannot determine whether these events will have a material adverse effect on the Company in the future.

Item 6. Exhibits.

Exhibit
Number		Description
10.1		Description of Fiscal 2010 Annual Incentive Plan (1)
10.2		Form of Black Box Corporation Nonqualified Stock Option Agreement (for employees pursuant to the 2008 Long-Term Incentive Plan) (1)
10.3		Form of Black Box Corporation Restricted Stock Unit Agreement (for employees pursuant to the 2008 Long-Term Incentive Plan) (1)
10.4		Form of Black Box Corporation Restricted Stock Unit Agreement for Nonemployee Directors (pursuant to the 2008 Long-Term Incentive Plan) (1)
10.5		Form of Black Box Corporation Performance Share Award Agreement (for employees pursuant to the 2008 Long-Term Incentive Plan) (1)
21.1		Subsidiaries of the Registrant (2)
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 (1)
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 (1)
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

(1)		Filed herewith.
(2)		Filed as Exhibit 21.1 to the Annual Report on Form 10-K of the Company, file number 0-18706, filed with the SEC on May 29, 2009 and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

Exhibit
Number		Description
10.1		Description of Fiscal 2010 Annual Incentive Plan (1)
10.2		Form of Black Box Corporation Nonqualified Stock Option Agreement (for employees pursuant to the 2008 Long-Term Incentive Plan) (1)
10.3		Form of Black Box Corporation Restricted Stock Unit Agreement (for employees pursuant to the 2008 Long-Term Incentive Plan) (1)
10.4		Form of Black Box Corporation Restricted Stock Unit Agreement for Nonemployee Directors (pursuant to the 2008 Long-Term Incentive Plan) (1)
10.5		Form of Black Box Corporation Performance Share Award Agreement (for employees pursuant to the 2008 Long-Term Incentive Plan) (1)
21.1		Subsidiaries of the Registrant (2)
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 (1)
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 (1)
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

(1)		Filed herewith.
(2)		Filed as Exhibit 21.1 to the Annual Report on Form 10-K of the Company, file number 0-18706, filed with the SEC on May 29, 2009 and incorporated herein by reference.