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

For the quarterly period ended September 27, 2008

OR

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

For the transition period from ________ to ________

Commission File Number: 0-18706

Black Box Corporation

(Exact name of registrant as specified in its charter)

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

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 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):

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 October 30, 2008, there were 17,533,305 shares of common stock, par value $.001 (the “common stock”), outstanding.

BLACK BOX CORPORATION
FOR THE QUARTER ENDED SEPTEMBER 27, 2008
INDEX

				Page
PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited).
		Consolidated Balance Sheets – September 27, 2008 and March 31, 2008.			3
		Consolidated Statements of Income – Three (3) and Six (6) months ended September 27, 2008 and September 29, 2007.			4
		Consolidated Statements of Cash Flows – Six (6) months ended September 27, 2008 and September 29, 2007.			5
		Notes to the Consolidated Financial Statements.			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.			19
Item 3.		Quantitative and Qualitative Disclosures about Market Risk.			29
Item 4.		Controls and Procedures.			30
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings.			31
Item 4.		Submission of Matters to a Vote of Security Holders.			32
Item 6.		Exhibits.			33
SIGNATURE					34
EXHIBIT INDEX					35
EX-21.1
EX-31.1
EX-31.2
EX-32.1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BLACK BOX CORPORATION

			September 27, 2008
	In thousands, except par value		(Unaudited)				March 31, 2008*
	Assets
	Cash and cash equivalents		$	25,802			$	26,652
	Accounts receivable, net of allowance for doubtful accounts of $11,118 and $12,612			156,997				162,289
	Inventories, net			62,715				67,537
	Costs/estimated earnings in excess of billings on uncompleted contracts			66,610				58,611
	Prepaid and other current assets			30,459				31,529
	Total current assets			342,583				346,618
	Property, plant and equipment, net			31,859				32,822
	Goodwill			602,782				586,856
	Intangibles
	Customer relationships, net			88,841				67,331
	Other intangibles, net			38,245				32,524
	Other assets			3,222				7,700
	Total assets		$	1,107,532			$	1,073,851
	Liabilities
	Accounts payable		$	73,980			$	71,670
	Accrued compensation and benefits			23,622				22,654
	Deferred revenue			36,443				37,467
	Billings in excess of costs/estimated earnings on uncompleted contracts			21,995				19,946
	Income taxes			14,921				13,810
	Other liabilities			44,398				47,040
	Total current liabilities			215,359				212,587
	Long-term debt			209,410				195,904
	Other liabilities			29,163				25,086
	Total liabilities			453,932				433,577
	Stockholders’ equity
	Preferred stock authorized 5,000, par value $1.00, none issued			--				--
	Common stock authorized 100,000, par value $.001, 17,533 and 17,516 shares outstanding			25				25
	Additional paid-in capital			444,260				443,380
	Retained earnings			504,950				479,921
	Accumulated other comprehensive income			27,460				40,043
	Treasury stock, at cost 7,626 and 7,626 shares			(323,095)				(323,095)
	Total stockholders’ equity			653,600				640,274
	Total liabilities and stockholders’ equity		$	1,107,532			$	1,073,851

  *  Derived from audited financial statements

See Notes to the Consolidated Financial Statements

BLACK BOX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

			Three (3) months ended								Six (6) months ended
			September 27 and 29,								September 27 and 29,
	In thousands, except per share amounts		2008				2007				2008				2007
	Revenues
	Hotline products		$	56,819			$	59,619			$	112,458			$	115,758
	On-Site services			196,991				201,011				383,905				397,163
	Total			253,810				260,630				496,363				512,921
	Cost of sales
	Hotline products			28,917				31,457				56,899				60,819
	On-Site services			131,836				136,884				258,265				268,583
	Total			160,753				168,341				315,164				329,402
	Gross profit			93,057				92,289				181,199				183,519
	Selling, general & administrative expenses			65,729				66,784				132,197				139,527
	Intangibles amortization			1,900				1,344				3,726				3,662
	Operating income			25,428				24,161				45,276				40,330
	Interest expense (income), net			2,648				6,143				2,383				9,423
	Other expenses (income), net			263				(73)				167				(140)
	Income before provision for income taxes			22,517				18,091				42,726				31,047
	Provision for income taxes			8,218				6,781				15,594				11,549
	Net income		$	14,299			$	11,310			$	27,132			$	19,498
	Earnings per common share
	Basic		$	0.82			$	0.64			$	1.55			$	1.11
	Diluted		$	0.82			$	0.64			$	1.55			$	1.10
	Weighted-average common shares outstanding
	Basic			17,524				17,594				17,520				17,561
	Diluted			17,528				17,752				17,522				17,670
	Dividends per share		$	0.06			$	0.06			$	0.12			$	0.12

See Notes to the Consolidated Financial Statements

BLACK BOX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

			Six (6) months ended September 27 and 29,
	In thousands		2008				2007
	Operating Activities
	Net income		$	27,132			$	19,498
	Adjustments to reconcile net income to net cash provided by (used for) operating activities
	Intangibles amortization and depreciation			8,599				9,345
	Loss (gain) on sale of property			(21)				472
	Deferred taxes			856				(9,738)
	Tax impact from stock options			1,047				4,386
	Stock compensation expense			1,382				2,871
	Change in fair value of interest-rate swap			(2,877)				438
	Changes in operating assets and liabilities (net of acquisitions):
	Accounts receivable, net			11,804				(23,989)
	Inventories, net			5,321				3,798
	All other current assets excluding deferred tax asset			(8,572)				(2,903)
	Liabilities exclusive of long-term debt			(6,286)				8,054
	Net cash provided by (used for) operating activities		$	38,385			$	12,232
	Investing Activities
	Capital expenditures		$	(1,524)			$	(1,926)
	Capital disposals			104				51
	Acquisition of businesses (payments)/recoveries			(48,620)				--
	Prior merger-related (payments)/recoveries			165				(3,215)
	Net cash provided by (used for) investing activities		$	(49,875)			$	(5,090)
	Financing Activities
	Proceeds from borrowings		$	143,710			$	99,450
	Repayment of borrowings			(131,461)				(107,687)
	Proceeds from the exercise of stock options			545				5,170
	Deferred financing costs			(125)				--
	Payment of dividends			(2,102)				(2,104)
	Purchase of treasury stock			--				(1)
	Net cash provided by (used for) financing activities		$	10,567			$	(5,172)
	Foreign currency exchange impact on cash		$	73			$	(907)
	Increase / (decrease) in cash and cash equivalents		$	(850)			$	1,063
	Cash and cash equivalents at beginning of period		$	26,652			$	17,157
	Cash and cash equivalents at end of period		$	25,802			$	18,220
	Supplemental Cash Flow:
	Cash paid for interest		$	5,464			$	9,265
	Cash paid for income taxes			12,644				12,719
	Non-cash financing activities:
	Dividends payable			1,052				1,061
	Capital leases			603				472

See Notes to the Consolidated Financial Statements

BLACK BOX CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 communication systems. The Company’s service offerings include design, installation, integration, monitoring and maintenance of voice, data and integrated communication systems. The Company’s primary service offering is voice solutions, while providing premise cabling and other data-related services and products. The Company provides 24/7/365 technical support for all of its solutions which encompasses all major voice and data 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. With more than 3,000 professional technical experts and 189 offices, as of September 27, 2008, Black Box serves 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, 2008 (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 nearest each calendar quarter end. The actual ending dates for the periods presented in these Notes to the Consolidated Financial Statements as of September 30, 2008 and 2007 were September 27, 2008 and September 29, 2007. 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 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 (3) and six (6) months ended September 30, 2008.

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 2009 are disclosed below.

Fair Value Measurements

The Company’s assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). The fair value hierarchy ranks the quality and reliability of the information used to determine fair value.

The levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Inputs that are both significant to the fair value measurement and unobservable.

Assets and liabilities measured at fair value are based on one or more of the valuation techniques noted in SFAS 157. The valuation techniques are described below.

Market approach: The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost approach: The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (current replacement cost).

Income approach: The income approach uses valuation techniques to convert future amounts to a single present amount.

The fair value of foreign currency contracts is determined using the market approach and primarily based on observable foreign exchange forward rates. The fair value of the interest-rate swap (as defined below) is determined using the income approach and is predominately based on observable interest rates and yield curves. The fair value of certain of the Company’s financial instruments, including Cash and cash equivalents, Accounts receivable, Accounts payable and Long-term debt approximates the carrying value due to the relatively short maturity of such instruments. There have been no changes in the Company’s valuation techniques used to measure fair values during the three (3) and six (6) months ended September 30, 2008. See “Recent Accounting Pronouncements” within this Note 2 and Note 14 for further reference.

Recent Accounting Pronouncements

Fair Value Measurements
In September, 2006, the Financial Accounting Standards Board (“FASB”) issued 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 SFAS 157 did not have a material impact on the Company’s consolidated financial statements. See “Significant Accounting Policies” within this Note 2 and Note 14 for further reference.

In October, 2008, the FASB issued FSP SFAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” which clarifies the application of SFAS 157 in an inactive market and illustrates how an entity would determine fair value when the market for a financial asset is not active. FSP SFAS 157-3 is effective immediately and applies to prior periods for which financial statements have not been issued, including interim or annual periods ending on or before September 30, 2008. The adoption of FSP SFAS 157-3 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. For the Company, SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after April 1, 2009.

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 provisions of SFAS 160 are effective for the Company as of April 1, 2009. The Company believes the adoption of SFAS 160 will not have a material impact on the Company’s consolidated financial statements.

Derivative Disclosures
In March, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for the Company as of December 29, 2008. The Company is evaluating the impact of the adoption of SFAS 161 on its consolidated financial statements.

Useful lives of Intangible Assets
In April, 2008, the FASB issued FSP FASB 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 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 FSP 142-3 are effective for the Company as of April 1, 2009. The provisions of FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. The Company is evaluating the impact of the adoption of FSP 142-3 on its consolidated financial statements.

Generally Accepted Accounting Principles Hierarchy
In May, 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with generally accepted accounting principles in the United States. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company is evaluating the impact of the adoption of SFAS 162 on its consolidated financial statements.

Note 3:  Inventories

The Company’s inventories consist of the following:

			September 30, 2008				March 31, 2008
	Raw materials		$	1,736			$	1,736
	Finished goods			81,687				86,174
	Subtotal			83,423				87,910
	Excess and obsolete inventory reserves			(20,708)				(20,373)
	Inventory, net		$	62,715			$	67,537

Note 4:  Goodwill

The following table summarizes changes to Goodwill at the Company’s reporting units for the six (6) months ended September 30, 2008:

			North America				Europe				All Other				Total
	Balance as of March 31, 2008		$	502,517			$	82,022			$	2,317			$	586,856
	Currency translation			2				(6,481)				(94)				(6,573)
	Current period acquisitions (Note 8)			25,121				--				--				25,121
	Prior period acquisitions			(2,622)				--				--				(2,622)
	Balance as of September 30, 2008		$	525,018			$	75,541			$	2,223			$	602,782

Note 5:  Intangible Assets

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

			September 30, 2008												March 31, 2008
			Gross Carrying				Accum.				Net Carrying				Gross Carrying				Accum.				Net Carrying
			Amount				Amort.				Amount				Amount				Amort.				Amount
	Definite-lived
	Non-compete agreements		$	12,836			$	5,698			$	7,138			$	9,776			$	4,991			$	4,785
	Customer relationships			99,911				11,070				88,841				75,526				8,195				67,331
	Acquired backlog			14,230				10,862				3,368				10,862				10,862				--
	Total		$	126,977			$	27,630			$	99,347			$	96,164			$	24,048			$	72,116
	Indefinite-lived
	Trademarks			35,992				8,253				27,739				35,992				8,253				27,739
	Total		$	162,969			$	35,883			$	127,086			$	132,156			$	32,301			$	99,855

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 six (6) months ended September 30, 2008:

							Non-Competes				Customer
			Trademarks				and Backlog				Relationships				Total
	Balance at March 31, 2008		$	27,739			$	4,785			$	67,331			$	99,855
	Amortization expense			--				(851)				(2,875)				(3,726)
	Currency translation			--				(19)				--				(19)
	Current period acquisitions (Note 8)			--				6,591				24,385				30,976
	Balance at September 30, 2008		$	27,739			$	10,506			$	88,841			$	127,086

Intangible amortization was $1,900 and $1,344 for the three (3) months ended September 30, 2008 and 2007, respectively, and $3,726 and $3,662 for the six (6) months ended September 30, 2008 and 2007, respectively. The Company acquired definite-lived intangibles from the completion of several acquisitions during Fiscal 2009 (see Note 8). 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 intangible amortization expense for the remainder of Fiscal 2009, each of the succeeding four fiscal years and the periods thereafter. These estimates are based on the carrying amounts of intangible assets as of September 30, 2008 that are subject to change pending the outcome of purchase accounting related to certain acquisitions:

	Fiscal
	2009		$	6,814
	2010			10,810
	2011			8,890
	2012			8,563
	2013			8,018
	Thereafter			56,252
	Total		$	99,347

Note 6: Indebtedness

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

			September 30, 2008				March 31, 2008
	Revolving credit agreement		$	207,605			$	194,470
	Capital lease obligations			2,812				2,261
	Other			397				562
	Total debt		$	210,814			$	197,293
	Less: current portion (included in Other liabilities)			(1,404)				(1,389)
	Long-term debt		$	209,410			$	195,904

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 September 30, 2008, 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 September 30, 2008 was $244,500, $221,457 and 3.5%, respectively, compared to $270,825, $249,789 and 6.6%, respectively, for the three (3) months ended September 30, 2007. 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 six (6) months ended September 30, 2008 was $244,500, $216,384 and 3.6%, respectively, compared to $270,825, $250,949 and 6.6%, respectively, for the six (6) months ended September 30, 2007.

Capital lease obligations
The capital lease obligations are primarily for equipment. The lease agreements have remaining terms ranging from less than one year to five years with interest-rates ranging from 3.2% to 11.7%.

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 0.0% to 8.2%.

Unused available borrowings
As of September 30, 2008, the Company had $5,304 outstanding in letters of credit and $137,091 available under the Credit Agreement.

Note 7: Derivative Instruments and Hedging Activities

Foreign Currency Contracts:

The Company enters into foreign currency contracts to hedge exposure to variability in expected fluctuations in foreign currencies. As of September 30, 2008, the Company had open contracts in Australian and Canadian dollars, Danish krone, Euros, Mexican pesos, Norwegian kroner, Pounds sterling, Swedish krona, Swiss francs and Japanese yen which have been designated as cash flow hedges. These contracts had a notional amount of $47,342 and mature within the next ten months.

The Company recorded an unrecognized gain of $382 ($232 net of tax) and an unrecognized loss of $108 ($66 net of tax) as of September 30, 2008 and March 31, 2008, respectively, in Accumulated Other Comprehensive Income (“AOCI”) within the Company’s Consolidated Balance Sheets related to all open foreign currency contracts and the related underlying hedged forecasted transaction on those respective dates. Unrecognized gains and losses are expected to be credited to earnings over the life of the maturing contracts as the hedged forecasted transaction occurs and it is expected that those gains and losses will be offset by currency gains and losses on the items being hedged.

The Company recognized losses of $48 ($29 net of tax) and $80 ($49 net of tax) for the three (3) months ended September 30, 2008 and 2007, respectively, and a gain of $9 ($5 net of tax) and a loss of $176 ($108 net of tax) for the six (6) months ended September 30, 2008 and 2007, respectively, related to foreign currency transactions. There was no hedge ineffectiveness for the six (6) months ended September 30, 2008 and 2007, respectively.

Interest-rate Swap:

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 interest-rate swap (“interest-rate swap”) which has been used to effectively convert a portion of the Company’s variable rate debt to fixed rate. The interest-rate swap has a notional value of $100,000 reducing to $50,000 after three years and does not qualify for hedge accounting. The Company recognizes gains/losses related to the change in fair value of the interest-rate swap which is included in Interest expense (income) within the Company’s Consolidated Statements of Income. The Company recognized a gain of $169 and a loss of $1,746 for the three (3) months ended September 30, 2008 and 2007, respectively, and a gain of $2,877 and a loss of $438 for the six (6) months ended September 30, 2008 and 2007, respectively, related to the change in fair value of the interest-rate swap. The Company recorded a liability of $3,434 and $6,311 as of September 30, 2008 and March 31, 2008, respectively, related to the cumulative change in fair value of the interest-rate swap, on those respective dates, which is a long-term liability recorded in Other liabilities within the Company’s Consolidated Balance Sheets.

Note 8: Acquisitions

Fiscal 2009 acquisitions:

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 20 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 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.

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

Fiscal 2008 acquisitions:

During the fourth quarter of Fiscal 2008, the Company acquired BellSouth Communication Systems, LLC d/b/a AT&T Communication Systems Southeast’s (“AT&T”) NEC TDM voice CPE business line in AT&T’s southeast region (“AT&T’s southeast NEC TDM business”). In connection with the acquisition of AT&T’s southeast NEC TDM business, the Company has made a preliminary allocation to goodwill and definite-lived intangible assets, respectively. These definite-lived intangible assets recorded represent the estimated fair market value of acquired customer relationships which the Company estimates are to be amortized over a period of eight years.

During the third quarter of Fiscal 2008, the Company acquired B & C Telephone, Inc. (“B&C”), a privately-held company based out of Spokane, Washington. B&C has an active customer base which includes commercial, financial, healthcare and various government agency accounts. In connection with the B&C acquisition, the Company has made a preliminary allocation to goodwill and definite-lived intangible assets, respectively. These definite-lived intangible assets recorded represent the estimated fair market value of acquired customer relationships and non-compete agreements which the Company estimates are to be amortized over a period of five to 20 years.

The acquisitions of B&C and AT&T’s southeast NEC TDM business, 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 MTS, UCI, AT&T’s southeast NEC TDM business and B&C 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 MTS, UCI, AT&T’s southeast NEC TDM business and B&C are included within the Company’s Consolidated Statements of Income beginning on their respective acquisition dates.

Note 9: Restructuring

In connection with certain acquisitions, 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 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 $841 and $0 for the three (3) months ended September 30, 2008 and 2007, respectively, and $1,023 and $3,591 for the six (6) months ended September 30, 2008 and 2007, 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 six (6) months ended September 30, 2008:

			Employee Severance				Facility Closures				Total
	Balance at March 31, 2008		$	2,438			$	10,154			$	12,592
	Restructuring charge			1,023				--				1,023
	Acquisition adjustments			62				--				62
	Cash expenditures			(2,426)				(2,862)				(5,288)
	Balance at September 30, 2008		$	1,097			$	7,292			$	8,389

Of the $8,389 above, $5,150 is classified as a current liability under Other liabilities on the Company’s Consolidated Balance Sheets for the period ended September 30, 2008.

Note 10: Income Taxes

The Company recorded tax expense of $8,218, an effective tax rate of 36.5%, and $6,781, an effective tax rate of 37.5%, for the three (3) months ended September 30, 2008 and 2007, respectively, and $15,594, an effective tax rate of 36.5%, and $11,549, an effective tax rate of 37.2%, for the six (6) months ended September 30, 2008 and 2007, respectively. The effective rate for the six (6) months ended September 30, 2008 of 36.5% differs from the federal statutory rate primarily due to state income taxes 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 and foreign currency exchange effects on previously-taxed income.

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. The IRS has not yet proposed any adjustment to the Company’s filing position in connection with these examinations. Upon completion of these examinations, it is reasonably possible that the total amount of recognized and unrecognized benefits may change. Any adjustment to the unrecognized tax benefits would impact the effective tax rate. The Company cannot make an estimate of the impact on the effective rate for any potential adjustment at this time.

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

Note 11:  Stock-based Compensation

2008 Long-Term Incentive Plan

The maximum aggregate number of shares of Company common stock, par value $.001 (the “common stock”), available for issuance under Awards granted under the Incentive Plan, shall be 900 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 September 30, 2008.

			Shares
	Shares initially authorized under the Incentive Plan		900
	Number of shares that remain 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 September 30, 2008		264
	Shares available for grant under the Incentive Plan as of September 30, 2008		2,052

As of September 30, 2008, there have been no grants of awards made under the Incentive Plan.

The Employee Plan and the Director Plan

As noted above, the Employee Plan and the Director Plan have been replaced by the Incentive Plan as of the Effective Date. The Employee Plan provided that stock options were to be granted by a committee appointed by the Board to employees of the Company; such stock options generally became exercisable in equal amounts over a three-year period and had a contractual life of ten (10) years from the grant date. The Director Plan provided that stock options were to be granted by the Board or a committee appointed by the Board; such options generally became exercisable in equal amounts over a three-year period and had a contractual life of ten (10) years from the grant 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. The number of shares that remained available for the grant of stock options under the Employee Plan and the Director Plan on the Effective Date and 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, were transferred to the Incentive Plan.

The Company recognized stock-based compensation expense related to stock option grants, under the Employee Plan and Director Plan, of $840 ($533 net of tax) or $0.03 per diluted share and $1,155 ($722 net of tax) or $0.04 per diluted share for the three (3) months ended September 30, 2008 and 2007, respectively, and $1,382 ($878 net of tax) or $0.05 per diluted share and $2,871 ($1,804 net of tax) or $0.10 per diluted share for the six (6) months ended September 30, 2008 and 2007, respectively. Stock-based compensation expense is recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Income.

The following table summarizes the Company’s stock option activity, under the Employee Plan and Director Plan, for the six (6) months ended September 30, 2008:

			Six (6) months ended September 30, 2008
							Weighted-Average
							Exercise Price (per
	Shares in thousands		Shares				share)
	Outstanding at March 31, 2008			2,584			$	40.27
	Granted			1,074				28.85
	Exercised			(17)				32.00
	Forfeited or cancelled			(297)				42.21
	Outstanding at September 30, 2008			3,344			$	36.47
	Exercisable at September 30, 2008			2,243			$	40.07
	Weighted-average fair value of options granted during the period						$	8.65

During the first quarter of Fiscal 2009, the Company granted 1,074 stock options under the Employee Plan and the Director Plan. The weighted-average fair value of stock options granted were based on the Black-Scholes option pricing model using the following weighted-average assumptions.

			1Q09
	Expected life (in years)			4.8
	Risk free interest-rate			3.4%
	Annual forfeiture rate			2.4%
	Volatility			30.4%
	Dividend yield			0.7%

The following table summarizes certain information regarding the Company’s non-vested shares, under the Employee Plan and the Director Plan, during the six (6) months ended September 30, 2008.

			Number of Shares				Weighted- Average Grant-
			(in 000’s)				Date Fair Value
	Non-vested as of March 31, 2008			85			$	18.35
	Granted			1,074				8.65
	Forfeited			(5)				9.21
	Vested			(53)				18.49
	Non-vested as of September 30, 2008			1,101			$	8.93

The following table summarizes certain information regarding the Company’s outstanding stock options, under the Employee Plan and Director Plan, at September 30, 2008:

							Options Outstanding																Options Exercisable
							Weighted-																Weighted-
			Shares				average				Weighted				Average				Shares				average				Weighted				Average
			Out-				Remaining				-average				Intrinsic				Exer-				Remaining				-average				Intrinsic
	Range of		standing				Contractual				Exercise				Value				cisable				Contractual				Exercise				Value
	Exercise Prices		(000’s)				Life (Years)				Price				(000’s)				(000’s)				Life (Years)				Price				(000’s)
	$19.95 - $26.60			--				--			$	21.94			$	5				--				--			$	21.94			$	5
	$26.60 - $33.25			1,103				9.5				28.86				7,662				34				4.3				29.31				221
	$33.25 - $39.90			1,202				6.7				38.05				358				1,170				6.7				38.02				358
	$39.90 - $46.55			1,003				3.2				42.31				--				1,003				3.2				42.31				--
	$46.55 - $53.20			17				2.2				50.72				--				17				2.2				50.72				--
	$53.20 - $59.85			17				1.6				58.15				--				17				1.6				58.15				--
	$59.85 - $66.50			2				1.3				63.22				--				2				1.3				63.22				--
	$19.95 - $66.50			3,344				6.5			$	36.47			$	8,025				2,243				5.0			$	40.07			$	584

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 September 26, 2008 of $35.81, which would have been received by the option holders had all option holders exercised their options as of that date. As of September 30, 2008, there was $8,089 of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options granted under the Employee Plan and the Director Plan which is expected to be recognized over a weighted-average period of 2.5 years.

Note 12:  Earnings Per Share

The following table details the computation of basic and diluted earnings per common share from continuing operations for the three (3) and six (6) months ended September 30, 2008 and 2007:

			Three (3) months ended								Six (6) months ended
			September 30,								September 30,
			2008				2007				2008				2007
	Net income		$	14,299			$	11,310			$	27,132			$	19,498
	Weighted-average common shares outstanding (basic)			17,524				17,594				17,520				17,561
	Effect of dilutive securities from employee stock options			4				158				2				109
	Weighted-average common shares outstanding (diluted)			17,528				17,752				17,522				17,670
	Basic earnings per common share		$	0.82			$	0.64			$	1.55			$	1.11
	Dilutive earnings per common share		$	0.82			$	0.64			$	1.55			$	1.10

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 2,240,189 and 793,505 non-dilutive stock options outstanding for the three (3) months ended September 30, 2008 and 2007, respectively, that are not included in the corresponding period weighted-average common shares outstanding (diluted) computation. There were 2,240,189 and 2,179,335 non-dilutive stock options outstanding for the six (6) months ended September 30, 2008 and 2007, respectively, that are not included in the corresponding period weighted-average common shares outstanding (diluted) computation.

Note 13:  Comprehensive income and AOCI

The following table details the computation of comprehensive income for the three (3) and six (6) months ended September 30, 2008 and 2007:

			Three (3) months ended								Six (6) months ended
			September 30,								September 30,
			2008				2007				2008				2007
	Net income		$	14,299			$	11,310			$	27,132			$	19,498
	Foreign currency translation adjustment			(12,464)				6,078				(12,881)				8,302
	Net change in fair value of cash flow hedging instruments			86				(574)				304				(423)
	Amounts reclassified into results of operations			29				49				(6)				108
	Other comprehensive income		$	(12,349)			$	5,553			$	(12,583)			$	7,987
	Comprehensive income		$	1,950			$	16,863			$	14,549			$	27,485

The components of AOCI consisted of the following as of September 30, 2008 and March 31, 2008:

			September 30, 2008				March 31, 2008
	Foreign currency translation adjustment		$	27,702			$	40,583
	Unrealized gains/(losses) on derivatives designated and qualified as cash flow hedges			232				(66)
	Unrecognized gain on defined benefit pension			(474)				(474)
	Accumulated other comprehensive income		$	27,460			$	40,043

Note 14: Fair Value Disclosures

As discussed in Note 2, the Company adopted SFAS 157 on April 1, 2008 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). The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2008, 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 September 30, 2008
			Level 1				Level 2				Level 3				Total
	Foreign currency contracts		$	--			$	310			$	--			$	310

			Liabilities at Fair Value as of September 30, 2008
			Level 1				Level 2				Level 3				Total
	Foreign currency contracts		$	--			$	2,265			$	--			$	2,265
	Interest-rate swap			--				3,434				--				3,434
	Total		$	--			$	5,699			$	--			$	5,699

Note 15: Commitments and Contingencies

Regulatory Matters

As previously-disclosed, on October 2, 2007, the Company was contacted by the United States Department of Justice which informed the Company that it was reviewing allegations by the United States General Services Administration (“GSA”) that certain of the Company’s pricing practices under a GSA Multiple Award Schedule contract violated the Civil False Claims Act. The Company has executed an agreement with the United States tolling the statute of limitations on any action by the United States through November 29, 2008 in order for the parties to discuss the merits of these allegations prior to the possible commencement of any litigation by the United States.

At the conclusion of this matter, the Company could be subject to damages, penalties or other costs, either through settlement or judgment, which could be material.

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 April 30, 2009, and the court has entered an order to that effect. 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, in Fiscal 2007, Fiscal 2008 and Fiscal 2009, and expects to continue to incur additional expenses during the remainder of Fiscal 2009, in relation to the following previously-disclosed items (i) the review by the Audit Committee of the Board (the “Audit Committee”) 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. See the “Explanatory Note” preceding Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 for more information regarding the Audit Committee’s review and related matters. As of September 30, 2008, the total amount of such fees is $7,094, of which $5,000, the insurance policy limit, has been paid by the insurance company. The Company recorded expense of $332 during the three (3) and six (6) months ended September 30, 2008, respectively and $1,018 during the three (3) and six (6) months ended September 30, 2007, 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 2009.

Note 16: 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 three (3) and six (6) months ended September 30, 2008 and 2007:

			Three (3) months ended								Six (6) months ended
			September 30,								September 30,
			2008				2007				2008				2007
	North America
	Revenues		$	211,467			$	217,002			$	407,803			$	427,004
	Operating income			20,163				18,104				34,647				28,686
	Depreciation			2,301				2,582				4,569				5,406
	Intangibles amortization			1,876				1,319				3,680				3,609
	Assets (as of September 30)			1,009,034				1,018,336				1,009,034				1,018,336
	Europe
	Revenues		$	31,753			$	33,706			$	67,521			$	66,505
	Operating income			3,456				4,292				7,269				8,240
	Depreciation			115				117				242				220
	Intangibles amortization			19				15				37				32
	Assets (as of September 30)			148,661				148,154				148,661				148,154
	All Other
	Revenues		$	10,590			$	9,922			$	21,039			$	19,412
	Operating income			1,809				1,765				3,360				3,404
	Depreciation			31				29				62				57
	Intangibles amortization			5				10				9				21
	Assets (as of September 30)			20,922				20,202				20,922				20,202

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 September 30, 2008 and 2007:

			As of September 30,
			2008				2007
	Segment assets for North America, Europe and All Other		$	1,178,617			$	1,186,692
	Corporate eliminations			(71,085)				(72,471)
	Total consolidated assets		$	1,107,532			$	1,114,221

The following table presents financial information about the Company by service type for the three (3) and six (6) months ended September 30, 2008 and 2007:

			Three (3) months ended								Six (6) months ended
			September 30,									September 30,
			2008				2007				2008				2007
	Data Services
	Revenues		$	42,714			$	50,200			$	89,598			$	96,365
	Gross profit			12,879				14,374				26,166				28,551
	Voice Services
	Revenues		$	154,277			$	150,811			$	294,307			$	300,798
	Gross profit			52,276				49,753				99,474				100,029
	Hotline Services
	Revenues		$	56,819			$	59,619			$	112,458			$	115,758
	Gross profit			27,902				28,162				55,559				54,939

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

Note 17: Subsequent Events

On October 15, 2008, the Company acquired ACS Communications Inc. (“ACS”), a privately-held company headquartered in Austin, TX. ACS has an active customer base which includes commercial, education and various government agency accounts. Annual historical revenues of ACS are approximately $50,000.

On October 28, 2008, 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. Annual historical revenues of NCT are approximately $10,000.

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

The discussion and analysis for the three (3) and six (6) months ended September 30, 2008 and 2007 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” or the “Company”), 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, 2008 (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 nearest each calendar quarter end. The actual ending dates for the periods presented as of September 30, 2008 and 2007 were September 27, 2008 and September 29, 2007. 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.

Black Box is the world’s largest dedicated network infrastructure services provider. Black Box offers one-source network infrastructure services for communication systems. The Company’s service offerings include design, installation, integration, monitoring and maintenance of voice, data and integrated communication systems. The Company’s primary service offering is voice solutions, while providing premise cabling and other data-related services and products. The Company provides 24/7/365 technical support for all of its solutions which encompasses all major voice and data 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. With more than 3,000 professional technical experts and 189 offices, as of September 30, 2008, Black Box serves 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, 2007 through September 30, 2008 that have had an impact on the Company’s consolidated financial statements and, more specifically, North America Voice Services for the periods under review. Fiscal 2009 acquisitions include (i) Mutual Telecom Services Inc. (“MTS”) and (ii) UCI Communications LLC (“UCI”). Fiscal 2008 acquisitions include (i) B & C Telephone, Inc. (“B&C”) and (ii) BellSouth Communication Systems, LLC d/b/a AT&T Communication Systems Southeast’s (“AT&T”) NEC TDM voice CPE business line in AT&T’s southeast region (“AT&T’s southeast NEC TDM business”). 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., stock-based compensation expense and 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 2009 (by quarter) based on information available to the Company as of September 30, 2008.

			1Q09				2Q09				3Q09				4Q09				Fiscal 2009
	Selling, general & administrative expenses
	Asset write-up depreciation expense on acquisitions		$	448			$	448			$	468			$	471			$	1,835
	Stock-based compensation expense			542				840				853				835				3,070
	Total			990				1,288				1,321				1,306				4,905
	Intangibles amortization
	Amortization of intangible assets on acquisitions			1,791				1,864				3,379				3,379				10,413
	Total		$	2,781			$	3,152			$	4,700			$	4,685			$	15,318

The following table is included to provide a schedule of these expenses during Fiscal 2008 (by quarter).

			1Q08				2Q08				3Q08				4Q08				Fiscal 2008
	Selling, general & administrative expenses
	Asset write-up depreciation expense on acquisitions		$	659			$	448			$	457			$	614			$	2,178
	Stock-based compensation expense			1,716				1,155				(152)				498				3,217
	Total			2,375				1,603				305				1,112				5,395
	Intangibles amortization
	Amortization of intangible assets on acquisitions			2,269				1,298				1,335				1,599				6,501
	Total		$	4,644			$	2,901			$	1,640			$	2,711			$	11,896

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 September 30,																Six (6) months ended September 30,
			2008								2007								2008								2007
							% of								% of								% of								% of
							total								total								total								total
			$				revenue				$				revenue				$				revenue				$				revenue
	Revenues
	North America		$	211,467				83.3%			$	217,002				83.3%			$	407,803				82.2%			$	427,004				83.2%
	Europe			31,753				12.5%				33,706				12.9%				67,521				13.6%				66,505				13.0%
	All Other			10,590				4.2%				9,922				3.8%				21,039				4.2%				19,412				3.8%
	Total		$	253,810				100%			$	260,630				100%			$	496,363				100%			$	512,921				100%
	Operating income
	North America		$	20,163							$	18,104							$	34,647							$	28,686
	% of North America revenues			9.5%								8.3%								8.5%								6.7%
	Europe		$	3,456							$	4,292							$	7,269							$	8,240
	% of Europe revenues			10.9%								12.7%								10.8%								12.4%
	All Other		$	1,809							$	1,765							$	3,360							$	3,404
	% of All Other revenues			17.1%								17.8%								16.0%								17.5%
	Total		$	25,428				10.0%			$	24,161				9.3%			$	45,276				9.1%			$	40,330				7.9%