The discussion and analysis for the three and nine-months ended December 31, 2012 and 2011 as set forth below in this Part I, 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, 2012 (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 December 31, 2012 and 2011 were December 29, 2012 and December 31, 2011, respectively. References to "Fiscal Year" or "Fiscal" mean the Company's fiscal year ended March 31 for the year referenced. All dollar amounts are presented in thousands except for per share amounts or unless otherwise noted.

The Company
Black Box is a leading communications system integrator dedicated to designing, sourcing, implementing and maintaining today's complex communications solutions. The Company's primary service offering is voice communications solutions ("Voice Communications"); the Company also offers premise cabling and other data-related services ("Data Infrastructure") and technology product solutions ("Technology 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 an extensive range of technology products that it sells through its catalog and Internet Web site and its Voice Communications and Data Infrastructure (collectively referred to as "On-Site services") offices. As of December 31, 2012, the Company had more than 3,000 professional technical experts in approximately 200 offices serving more than 175,000 clients in approximately 150 countries throughout the world. Founded in 1976, Black Box, a Delaware corporation, operates subsidiaries on 5 continents and is headquartered near Pittsburgh in Lawrence, Pennsylvania.

With respect to Voice Communications, the Company's revenues are primarily generated from the sale and/or installation of new voice communications systems, the support of voice communications systems and moves, adds and changes ("MAC work") as clients' employees change locations or as clients move or remodel their physical space. The Company's diverse portfolio of product offerings allows it to service the needs of its clients independently of the manufacturer that they choose, which it believes is a unique competitive advantage. For the sale of new voice communications systems, most significant orders are subject to competitive bidding processes and, generally, competition can be significant for such new orders. The Company is continually bidding on new projects to replace projects that are completed. New voice communications systems orders often generate an agreement to support the voice communications system, which generally ranges from 1-3 years for commercial clients and 3-5 years for government clients. Historically, such an agreement would result in a fixed fee model over a period of time; however, some of our clients are migrating toward a variable fee model based on time and materials over a period of time. While this shift decreases our contractually obligated revenues and corresponding profits, the Company believes the variable model will generate profitable revenues. Sales of new voice communications systems and, to a lesser extent, MAC work, are dependent upon general economic growth and the Company's clients' capital spending. On the other hand, revenues from maintenance contracts generally are not dependent on the economy as clients seek to extend the life of their existing equipment and delay capital spending on new voice communications systems. The Company also has government contracts that generate significant revenues and are not as dependent on the overall economic environment as commercial clients. Maintenance and MAC work revenues are also dependent upon the Company's history and relationship with its clients and its long track record of providing high-quality service.
Similarly, the Company's revenues for Data Infrastructure are generated from the installation or upgrade of data networks and MAC work. The installation of new data networks is largely dependent upon commercial employment and building occupancy rates. Installed data networks, however, may need to be upgraded in order to provide for larger, faster networks to accommodate the growing use of network technology. Additionally, Data Infrastructure projects can include MAC work, similar to Voice Communications, which is dependent on economic factors that are the same as those factors discussed above in relation to the Voice Communications business.

There is and has been a trend toward convergence of voice and data networks, in each of which the Company has technical expertise which the Company believes is a competitive advantage. Both the Voice Communications and Data Infrastructure businesses generate backlog which is defined by the Company as orders and contracts considered to be firm. At December 31, 2012, the Company's total backlog which relates primarily to Voice Communications and Data Infrastructure was $355,855 of which $252,021 is expected to be completed within the next twelve months.

The Company generates Technology Products revenues from the sale of technology products through its catalog, Internet Web site and the Company's On-Site services offices. The sale of these products is a highly fragmented and competitive business. The Company has been in this business for over 36 years and has developed a reputation for providing high quality products, free 24/7/365 technical support, comprehensive warranties and rapid order fulfillment. With an average order size of less than one thousand dollars, the Company's Technology Products is less impacted by capital spending and more so by general information technology spending. The Company's Technology Products business provides additional distribution and support capabilities along with access to Black Box branded products to both the Voice Communications and Data Infrastructure businesses which provide cost benefits.

The Company services a variety of clients within most major industries, with the highest concentration in government, business services, manufacturing, banking, retail, healthcare and technology. Factors that impact those verticals, therefore, could have an impact on the Company. While the Company generates most of its revenues in North America, the Company also generates revenues from around the world, primarily Europe, such that factors that impact European markets could impact the Company.

Company management ("Management") strives to develop extensive and long-term relationships with high-quality clients as Management believes that satisfied clients will demand quality services and product offerings even in economic downturns.

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

The Company targets strategic acquisitions which it believes will deepen its capabilities and expand market opportunity. The Company has completed two (2) strategic acquisitions from April 1, 2011 through December 31, 2012 that have had an impact on the Company's consolidated financial statements and, more specifically, North America Voice Communications and North America Data Infrastructure for the periods under review. There were no acquisitions during Fiscal 2013. During Fiscal 2012, the Company acquired InnerWireless, Inc. ("InnerWireless") which is its first acquisition in the rapidly-growing in-building wireless market and PS Technologies, LLC ("PS Tech") which is its first acquisition in the rapidly-growing enterprise video communications market. 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 Operations beginning on their respective acquisition dates.

The Company incurs certain expenses such as the amortization of intangible assets on acquisitions, restructuring expense, goodwill impairment loss and the change in fair value of the interest-rate swaps that it excludes when evaluating the continuing operations of the Company. The following table summarizes those expenses and the impact on Operating income (loss) and Income (loss) before provision (benefit) for income taxes for the periods presented:

                                          Three-months ended         Nine-months ended
                                              December 31               December 31
                                             2012         2011         2012         2011
Amortization of intangible assets on
acquisitions                           $    3,472   $    3,238   $   10,398   $    9,450
Restructuring expense                       1,442            -        5,473            -
Goodwill impairment loss                        -      317,797            -      317,797
Joint venture investment loss               2,670            -        2,670            -
Impact on Operating income (loss)      $   (7,584 ) $ (321,035 ) $  (18,541 ) $ (327,247 )
Change in fair value of interest-rate
swaps                                        (317 )        715          878         (801 )
Impact on Income (loss) before         $   (7,267 ) $ (321,750 ) $  (19,419 ) $ (326,446 )
provision (benefit) for income taxes

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

                               Three-months ended                               Nine-months ended
                                   December 31                                     December 31
                          2012                    2011                    2012                    2011
                                 % of                    % of                    % of                    % of
                                total                   total                   total                   total
                          $   revenue            $    revenue             $   revenue            $    revenue
Revenues
North America    $  215,650      85.6 % $  239,056       86.7  % $  658,452      86.7 % $  723,850       87.1  %
Europe               26,488      10.5 %     27,179        9.8  %     72,495       9.5 %     80,016        9.6  %
All Other             9,951       3.9 %      9,704        3.5  %     29,140       3.8 %     27,670        3.3  %
Total            $  252,089       100 % $  275,939        100  % $  760,087     100.0 % $  831,536      100.0  %
Operating income
(loss)
North America 1  $   14,900             $ (259,494 )             $   36,271             $ (227,192 )
% of North              6.9 %               (108.5 )%                   5.5 %                (31.4 )%
America revenues
Europe 2         $    1,848             $  (37,298 )             $    4,009             $  (32,181 )
% of Europe             7.0 %               (137.2 )%                   5.5 %                (40.2 )%
revenues
All Other        $      964             $    1,415               $    3,276             $    3,308
% of All Other          9.7 %                 14.6  %                  11.2 %                 12.0  %
revenues

1 Includes a loss of $2,670 during the third quarter of Fiscal 2013 due to the probable divestiture of our non-controlling interest in Genesis Networks Integration Services, LLC, a joint venture company which was formed in conjunction with Genesis Networks Enterprises, LLC and a goodwill impairment loss of $277,132 recorded during the third quarter of Fiscal 2012.

2 Includes goodwill impairment loss of $40,665 recorded during the third quarter of Fiscal 2012.

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

                                   Three-months ended                           Nine-months ended
                                       December 31                                 December 31
                               2012                  2011                  2012                  2011
                                      % of                  % of                  % of                  % of
                                     total                 total                 total                 total
                               $   revenue           $   revenue           $   revenue           $   revenue
Revenues
Data Infrastructure    $  62,664      24.9 % $  58,326      21.1 % $ 186,185      24.5 % $ 186,998      22.5 %
Voice Communications     142,571      56.5 %   166,234      60.3 %   436,410      57.4 %   495,111      59.5 %
Technology Products       46,854      18.6 %    51,379      18.6 %   137,492      18.1 %   149,427      18.0 %
Total                  $ 252,089       100 % $ 275,939       100 % $ 760,087     100.0 % $ 831,536     100.0 %
Gross profit
Data Infrastructure    $  16,556             $  14,550             $  48,432             $  46,110
% of Data
Infrastructure              26.4 %                24.9 %                26.0 %                24.7 %
revenues
Voice Communications   $  45,057             $  51,472             $ 132,148             $ 151,238
% of Voice
Communications              31.6 %                31.0 %                30.3 %                30.5 %
revenues
Technology Products    $  20,119             $  22,291             $  60,480             $  66,412
% of Technology             42.9 %                43.4 %                44.0 %                44.4 %
Products revenues
Total                  $  81,732      32.4 % $  88,313      32.0 % $ 241,060      31.7 % $ 263,760      31.7 %

Three-months ended December 31, 2012 ("3Q13") compared to three-months ended December 31, 2011 ("3Q12"):

Total Revenues
Total revenues for 3Q13 were $252,089, a decrease of 9% compared to total revenues for 3Q12 of $275,939. The Acquired Companies contributed incremental revenue of $15,291 and $12,379 for 3Q13 and 3Q12, respectively. Excluding the effects of the acquisitions and the negative exchange rate impact of $132 in 3Q13 relative to the U.S. dollar, total revenues would have decreased 10% from $263,560 in 3Q12 to $236,930 in 3Q13 for the reasons discussed below.

Revenues by Geography

North America
Revenues in North America for 3Q13 were $215,650, a decrease of 10% compared to revenues for 3Q12 of $239,056. The Acquired Companies contributed incremental revenue of $15,291 and $12,379 for 3Q13 and 3Q12, respectively. Excluding the effects of the acquisitions and the positive exchange rate impact of $193 in 3Q13 relative to the U.S. dollar, North American revenues would have decreased 12% from $226,677 in 3Q12 to $200,166 in 3Q13. The Company believes that this decrease was primarily due to decreased activity for Voice Communications within the government revenue vertical primarily caused by delays in funding as well as project and task order initiation and decreased activity within the business services, retail services and healthcare revenue verticals, for Data Infrastructure within the business services, financial services and retail services revenue verticals and for Technology Products within the government and business services revenue verticals.

Europe
Revenues in Europe for 3Q13 were $26,488, a decrease of 3% compared to revenues for 3Q12 of $27,179. Excluding the negative exchange rate impact of $297 in 3Q13 relative to the U.S. dollar, European revenues would have decreased 1% from $27,179 in 3Q12 to $26,785 in 3Q13. The Company believes this decrease was primarily due to a general decrease in activity for its Technology Products along with relatively comparable activity for Data Infrastructure.

All Other
Revenues for All Other for 3Q13 were $9,951, an increase of 3% compared to revenues for 3Q12 of $9,704. Excluding the negative exchange rate impact of $28 in 3Q13 relative to the U.S. dollar, All Other revenues would have increased 3% from $9,704 in 3Q12 to $9,979 in 3Q13.

Revenue by Service Type

Data Infrastructure
Revenues from Data Infrastructure for 3Q13 were $62,664, an increase of 7% compared to revenues for 3Q12 of $58,326. The Acquired Companies contributed incremental revenue of $7,594 and $0 for 3Q13 and 3Q12, respectively. Excluding the effects of the acquisitions and the positive exchange rate impact of $3 in 3Q13 relative to the U.S. dollar for international Data Infrastructure, Data Infrastructure revenues would have decreased 6% from $58,326 in 3Q12 to $55,067 in 3Q13. The Company believes that this decrease was primarily due to decreased activity in North America within the business services, financial services and retail services revenue verticals along with relatively comparable activity in Europe.

Voice Communications
Revenues from Voice Communications for 3Q13 were $142,571, a decrease of 14% compared to revenues for 3Q12 of $166,234. The Acquired Companies contributed incremental revenue of $7,697 and $12,379 for 3Q13 and 3Q12, respectively. Excluding the effects of the acquisitions and the positive exchange rate impact of $149 in 3Q13 relative to the U.S. dollar for international Voice Communications, Voice Communications revenues would have decreased 12% from $153,855 in 3Q12 to $134,725 in 3Q13. The Company believes that this decrease was primarily due to decreased activity within the government revenue vertical primarily caused by delays in funding as well as project and task order initiation and decreased activity within the business services, retail services and healthcare revenue verticals.

Technology Products
Revenues from Technology Products for 3Q13 were $46,854, a decrease of 9% compared to revenues for 3Q12 of $51,379. Excluding the negative exchange rate impact of $284 in 3Q13 relative to the U.S. dollar for international Technology Products, Technology Products revenues would have decreased 8% from $51,379 in 3Q12 to $47,138 in 3Q13. The Company believes this decrease was primarily due to a general decrease in activity in Europe and decreased activity within the government and business services revenue verticals in North America.

Gross profit
Gross profit for 3Q13 was $81,732, a decrease of 8% compared to gross profit for 3Q12 of $88,313. Gross profit as a percent of revenues for 3Q13 was 32.4%, an increase of 0.4% compared to Gross profit as a percent of revenues for 3Q12 of 32.0%. The Company believes the decrease in gross profit is primarily due to the decrease in revenues. The Company believes the increase in gross profit as a percent of revenue was due primarily to percentage increases in Voice Communications due to project mix and in Data Infrastructure due to project mix and the completion, in Fiscal 2012, of several lower margin projects partially offset by a percentage decrease in Technology Products as of result of product mix.

Gross profit for Data Infrastructure for 3Q13 was $16,556, or 26.4% of revenues, compared to gross profit for 3Q12 of $14,550, or 24.9% of revenues. Gross profit for Voice Communications for 3Q13 was $45,057, or 31.6% of revenues, compared to gross profit for 3Q12 of $51,472, or 31.0% of revenues. Gross profit for Technology Products for 3Q13 was $20,119, or 42.9% of revenues, compared to gross profit for 3Q12 of $22,291, or 43.4% 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 3Q13 were $60,542, a decrease of 3% compared to Selling, general & administrative expenses for 3Q12 of $62,644. Selling, general & administrative expenses as a percent of revenues for 3Q13 were 24.0%, an increase of 1.3%, compared to Selling, general & administrative expenses as a percent of revenues for 3Q12 of 22.7%. The decrease in Selling, general & administrative expenses was primarily due to the impact of the Company's continued effort to provide an efficient cost structure and a decrease in stock-based compensation expense of $296, partially offset by additional operating expenses for the Acquired Companies of $1,881 and restructuring expense of $916. The increase in Selling, general & administrative expenses as a percent of revenue over the prior year was primarily due to decreased revenues and the increase in restructuring expense discussed above partially offset by the cost-savings from restructuring activities and the decrease in stock-based compensation expense discussed above.

Selling, general & administrative expenses generally include expenses for sales and marketing, engineering, product management, centers of excellence and corporate expenses. Many of these expenses do not change significantly with changes in revenue.

Goodwill impairment loss
Goodwill impairment loss for 3Q13 was $0 compared Goodwill impairment loss for 3Q12 of $317,797. During 3Q12, the Company recorded a non-cash, pre-tax goodwill impairment charge of $317,797 as a result of its annual goodwill assessment conducted as of October 1, 2011. No such charge was recorded during 3Q13.

Intangibles amortization
Intangibles amortization for 3Q13 was $3,478, an increase of 7% compared to Intangibles amortization for 3Q12 of $3,249. The increase was primarily attributable to the addition of intangible assets from acquisitions completed subsequent to the third quarter of Fiscal 2012.

Operating income (loss)
As a result of the foregoing, Operating income for 3Q13 was $17,712 compared to Operating loss for 3Q12 of $295,377.

Interest expense (income), net
Interest expense for 3Q13 was $1,133, a decrease of 39% compared to Interest expense for 3Q12 of $1,856. Interest expense as a percent of revenues for 3Q13 was 0.4%, a decrease of 0.3% compared to Interest expense as a percent of revenues for 3Q12 of 0.7%. The Company's interest-rate swaps (as defined below) contributed a gain of $317 and a loss of $715 for 3Q13 and 3Q12, respectively, due to the change in fair value.

Excluding the Company's interest-rate swaps, the increase in Interest expense is primarily due to increases in the weighted-average interest rate from 1.1% for 3Q12 to 1.6% for 3Q13 and in the weighted-average outstanding debt from $203,457 for 3Q12 to $207,910 for 3Q13. The increase in the weighted-average interest rate is due primarily to the Credit Agreement (see below) entered into by the Company on March 23, 2012 that has slightly less favorable terms than did its predecessor.

Other expenses (income), net
Other expense for 3Q13 was $2,839, an increase of 812% compared to Other expense for 3Q12 of $311. The increase was primarily due to a loss of $2,670 during the third quarter of Fiscal 2013 due to the probable divestiture of our non-controlling interest in Genesis Networks Integration Services, LLC ("GNIS"), a joint venture company which was formed in conjunction with Genesis Networks Enterprises, LLC. The GNIS divestiture was not material to the Company's consolidated financial statements and will not have a material impact on future operations.

Provision (benefit) for income taxes
The tax provision for 3Q13 was $5,222, an effective tax rate of 38.0%. This compares to the tax benefit for 3Q12 of $14,101, an effective tax rate of 4.7%. The tax rate for 3Q13 was higher than 3Q12 primarily due to $262,703 of non-deductible goodwill impairment loss resulting from the goodwill impairment in 3Q12. The Company anticipates that its deferred tax asset is realizable in the foreseeable future.

Net income (loss)
As a result of the foregoing, Net income for 3Q13 was $8,518 compared to Net loss for 3Q12 of $283,443.

Nine-months ended December 31, 2012 ("3QYTD13") compared to nine-months ended December 31, 2011 ("3QYTD12"):

Total Revenues
Total revenues for 3QYTD13 were $760,087, a decrease of 9% compared to total revenues for 3QYTD12 of $831,536. The Acquired Companies contributed incremental revenue of $45,049 and $20,432 for 3QYTD13 and 3QYTD12, respectively. Excluding the effects of the acquisitions and the negative exchange rate impact of $4,847 in 3QYTD13 relative to the U.S. dollar, total revenues would have decreased 11% from $811,104 in 3QYTD12 to $719,885 in 3QYTD13 for the reasons discussed below.

Revenues by Geography

North America
Revenues in North America for 3QYTD13 were $658,452, a decrease of 9% compared to revenues for 3QYTD12 of $723,850. The Acquired Companies contributed incremental revenue of $45,049 and $20,432 for 3QYTD13 and 3QYTD12, respectively. Excluding the effects of the acquisitions and the negative exchange rate impact of $167 in 3QYTD13 relative to the U.S. dollar, North American revenues would have decreased 13% from $703,418 in 3QYTD12 to $613,570 in 3QYTD13. The Company believes that this decrease was primarily due to decreased activity for Voice Communications within the government revenue vertical primarily caused by delays in funding as well as project and task order initiation and decreased activity within the business services, retail services and healthcare revenue verticals, for Data Infrastructure within the business services, financial services, retail services and manufacturing revenue verticals and for Technology Products within the government and business services revenue verticals.

Europe
Revenues in Europe for 3QYTD13 were $72,495, a decrease of 9% compared to revenues for 3QYTD12 of $80,016. Excluding the negative exchange rate impact of $4,434 in 3QYTD13 relative to the U.S. dollar, European revenues would have decreased 4% from $80,016 in 3QYTD12 to $76,929 in 3QYTD13. The Company believes this decrease was primarily due a general decrease in activity for its Technology Products along with relatively comparable activity for Data Infrastructure.

All Other
Revenues for All Other for 3QYTD13 were $29,140, an increase of 5% compared to revenues for 3QYTD12 of $27,670. Excluding the negative exchange rate impact of $246 in 3QYTD13 relative to the U.S. dollar, All Other revenues would have increased 6% from $27,670 in 3QYTD12 to $29,386 in 3QYTD13.

Revenue by Service Type

Data Infrastructure
Revenues from Data Infrastructure for 3QYTD13 were $186,185, relatively . . .