FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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Table of Contents Grupo Casa Saba, S.A.B. de C.V. and Subsidiaries Consolidated statements of cash flows (Amounts stated in thousands of Mexican pesos (Ps.) and thousands of U.S. dollars ($)) FOR THE YEARS ENDED DECEMBER 31, 2011 2010 (Restated) 2009 Convenience translation 2011 OPERATING ACTIVITIES: Income before tax on earnings Ps. 400,169 Ps. 318,181 Ps. 492,175 $ 28,627 Discontinued operations 10,750 (144) 769 Income before taxes on earnings of continuing operations 389,419 318,325 492,175 27,858 Items relating to investing activities: Depreciation and amortization 449,435 191,005 108,659 32,151 Interest earned (57,031) (199,528) (5,076) (4,080) Loss on sale of property and equipment (26,634) 28,174 14,938 (1,905) Impairment loss 134,882 210,000 9,649 Equity in income of associates (6,162) (2,900) (441) Items relating to financing activities : Interest expense 1,028,559 493,430 264,479 73,580 Provision for employee benefits 52,119 45,765 31,468 3,728 Allowance for doubtful accounts 274,522 290,111 126,980 19,639 2,239,109 1,164,382 1,243,623 160,179 Adjustments due to changes in: Accounts receivable 1,264,885 (1,591,035) (133,220) 91,140 Other accounts receivable (1,094,561) (3,224) (197,315) (78,302) Inventories (178,778) (1,156,986) 26,559 (12,789) Other current assets 12,750 333,775 2,358 912 Trade accounts payable (439,991) 575,990 (829,250) (31,476) Other payables and accrued liabilities (489,920) 993,947 (14,668) (35,048) Deferred income tax 312,434 (337,671) (343,737) 22,351 Other payables (51,206) 472,178 1,547 (3,663) Net cash flow provided by (used in) operating activities 1,574,722 451,356 (244,103) 112,651 INVESTING ACTIVITIES: Property and equipment 247,370 (55,135) (31,603) 17,696 Investment in associates (2,159) 1,509 (154) Other assets (32,232) 40,355 (107,549) (2,306) Acquisition of business 5,914,728 Goodwill, intangible assets and deferred charges 323,986 173,490 (296,983) 23,177 Interest earned (57,031) (199,528) 5,076 (4,080) Net cash flow used in (provided by) investing activities 479,934 5,875,419 (431,059) 34,333 FINANCING ACTIVITIES: Short-term and long-term of debt 1,071,855 6,531,824 1,050,649 76,678 Employee benefits (11,296) (46,223) (25,435) (808) Interest paid (1,028,559) (493,430) (257,182) (73,580) Dividends paid (170,000) Net cash flow provided by financing activities 32,000 5,992,171 598,032 2,290 Effect of changes in cash value (52,066) 3,310 140,130 (3,725) Increase in cash and cash equivalents 1,074,722 571,418 63,000 76,883 Cash and cash equivalents at beninning of year 1,235,679 664,261 601,261 88,397 Cash and cash equivalents at end of year Ps. 2,310,401 Ps. 1,235,679 Ps. 664,261 $ 165,280 The accompanying notes are an integral part of these consolidated financial statements F-10
Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011, 2010 AND 2009 (AMOUNTS STATED IN THOUSANDS OF MEXICAN PESOS (PS.) AND THOUSANDS OF U.S. DOLLARS ($), EXCEPT AS INDICATED OTHERWISE) 1. Description of business: Grupo Casa Saba, S.A.B. de C.V. is a Mexican controlling company, which mainly distributes pharmaceutical products, as well as health and beauty aids/other products, entertainment products (including magazines and books), food/non-perishable products through its operating subsidiaries (grouped in controlling subsidiaries directly or indirectly). The Group, as an economic unit, distributes these product lines through its distribution network to supermarket chains, pharmacies (private and governmental) and retail customers throughout Mexico, Brasil and, effective 2010, Chile and Peru. The shares of Grupo Casa Saba, S.A.B. de C.V. are listed on the Mexican Stock Exchange as Ordinary Shares, as well as on the New York Stock Exchange as American Depositary Shares (ADS). Each ADS represents ten Ordinary Shares. When the terms “the Company” or “the Holding Company” are used in the notes to the financial statements, they refer to Grupo Casa Saba, S.A.B. de C.V. without its consolidated subsidiaries. When the term “the Group” is used, it refers to Grupo Casa Saba, S.A.B. de C.V. together with its consolidated subsidiaries. When it is deemed relevant, certain amounts presented in the notes to the financial statements include a translation into Mexican peso. These translations should not be construed as a representation that the amount in Mexican pesos actually represents or could be converted at the exchange rates used. The individual and consolidated financial statements and their pertinent notes were authorized to be issued by the Board of Directors on April 26, 2012, and they were submitted for approval of the next Stockholders’ Meeting on April 27, 2012. The stockholders have the power to amend the financial statements subsequently issued, as provided for in the General Corporate Law and the Company’s bylaws. Main subsidiaries and associates The Company holds the issued and outstanding capital stock of the following subsidiaries that are members of the Group: Economic Interest (Direct or indirect) 2011 2010 Domestic subsidiaries: Direct interest Casa Saba, S.A de C.V. (Casa Saba) 48.21% 48.21% Distribuidora Casa Saba, S.A. de C.V. (Dicasa) 99.9% 99.9% Publicaciones Citem, S.A. de C.V. (Citem) 99.9% 99.9% Transportes Marproa, S.A. de C.V. (Marproa) 99.9% 99.9% Farmacias ABC de México, S.A. de C.V. (Farmacias ABC) 99.9% 99.9% Controladora de Clínicas Ambulatorias y de Rehabilitación Sports Clinic, S.A. de C.V. (Controladora de Clínicas) 50.005% 50.005% Centennial, S.A. de C.V. (Centennial) 99.9% 99.9% Grupo Mexatar, S.A. de C.V. (Mexatar) 99.9% 99.9% F-11
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UNITED STATES SECURITIES AND EXCHAN
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TABLE OF CONTENTS PART I Item 1. Id
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Table of Contents We caution you th
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Table of Contents Year ended Decemb
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Table of Contents To the extent tha
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Table of Contents We Provide Remote
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Table of Contents We Are a Holding
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Table of Contents Today, the market
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Table of Contents Any future deprec
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Table of Contents Risk Factors Rela
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Table of Contents In August 2009, A
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Table of Contents In April of 2008,
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Table of Contents The Acquisition h
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Table of Contents On September 19,
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Table of Contents On September 19,
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Table of Contents At our annual gen
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Table of Contents We distribute the
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Table of Contents In our stores, we
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Table of Contents Prior to 2008, th
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Table of Contents In 2011, we conti
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Table of Contents To better serve s
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Table of Contents ● Mexsana talcu
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Table of Contents Payments and Coll
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Table of Contents Information Techn
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Table of Contents In addition to th
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Table of Contents (3) In Mexico, ph
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Table of Contents (4) To calculate
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Table of Contents We also offer our
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Table of Contents The devaluation o
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Table of Contents (****) Associates
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Table of Contents In January 2009 w
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Table of Contents In our Retail Pha
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Table of Contents Inflation and Int
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Table of Contents With the acquisit
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Table of Contents Results of Operat
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Table of Contents Net Income. The G
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Table of Contents On March 25, 2010
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Table of Contents Grupo Casa Saba i
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Table of Contents In the event that
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Table of Contents Grupo Casa Saba h
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Table of Contents Prior to the noti
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Property and equipment Our balance
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Labor obligations Our labor liabili
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Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91 and 92: Table of Contents As of the transit
Page 93 and 94: Table of Contents Name and Date of
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
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Page 103 and 104: Table of Contents The table below s
Page 105 and 106: Table of Contents ● ● ● ● a
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Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: Table of Contents Forfeiture of Sha
Page 113 and 114: Table of Contents We are organized
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Page 117 and 118: Table of Contents ● Gain on sales
Page 119 and 120: Table of Contents We anticipate tha
Page 121 and 122: Table of Contents As a foreign priv
Page 123 and 124: Table of Contents Item 12. Item 12A
Page 125 and 126: Table of Contents During the review
Page 127 and 128: Table of Contents Since we are Mexi
Page 129 and 130: Table of Contents PART III Item 17.
Page 131 and 132: Table of Contents INDEX TO CONSOLID
Page 133 and 134: Table of Contents REPORT OF INDEPEN
Page 135 and 136: Table of Contents ATTESTATION REPOR
Page 137 and 138: Table of Contents Grupo Casa Saba,
Page 139: Table of Contents Grupo Casa Saba,
Page 143 and 144: Table of Contents a) Through an ass
Page 145 and 146: Table of Contents Proforma condense
Page 147 and 148: Table of Contents 3. Significant ac
Page 149 and 150: Table of Contents The errors accoun
Page 151 and 152: Table of Contents Investments in as
Page 153 and 154: Table of Contents Effective 2011, t
Page 155 and 156: Table of Contents The Company recog
Page 157 and 158: Table of Contents The Group has cre
Page 159 and 160: Table of Contents In addition, the
Page 161 and 162: Table of Contents Foreign currency
Page 163 and 164: Table of Contents 8. Derivative fin
Page 165 and 166: Table of Contents 10. Goodwill, int
Page 167 and 168: Table of Contents At December 31, 2
Page 169 and 170: Table of Contents On January 25 and
Page 171 and 172: Table of Contents 13. Other payable
Page 173 and 174: Table of Contents 15. Foreign curre
Page 175 and 176: Table of Contents On December 18, 2
Page 177 and 178: Table of Contents c) Tax loss carry
Page 179 and 180: Table of Contents All significant t
Page 181 and 182: Table of Contents On December 7, 20
Page 183 and 184: Table of Contents ● ● For real
Page 185 and 186: Table of Contents 22. Differences b
Page 187 and 188: Table of Contents ii) For Mexican F
Page 189 and 190: Table of Contents At December 31, 2
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Table of Contents 23. Reconciliatio
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Table of Contents 24. Supplementary
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Table of Contents g) Quantitative a
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Table of Contents ● In October 20
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Table of Contents Page Representati
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CREDIT AGREEMENT (THIS “AGREEMENT
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(k) To the best of its knowledge, F
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(aa) Any and all funds used by it t
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“Authorized Officer” shall mean
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“Drawdown” shall mean each draw
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“Interest Payment Date” has the
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“Share Pledge Agreement” shall
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(g) The Lenders shall credit the am
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(e) If the Borrower defaults with a
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(iii) concurrently with the deliver
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(j) Maintenance of Property. The Bo
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(ii) To the extent permitted by the
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(ii) date thereof; Liens imposed by
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ARTICLE THIRTEEN. Conditions Preced
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(xxii) neither the execution of the
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(i) Insolvency. (i) If the Borrower
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(b) If as a result of the amendment
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(B) The Chilean Collateral Agent. (
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(iii) Neither the Chilean Collatera
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(h) Effective Term. Unless revoked
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(c) effective. Absent written notic
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This Credit Agreement is executed i
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The Chilean Collateral Agent: HSBC
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(c) If the Central Bank of Mexico s
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Joint and Several Obligations. (a)
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(k) Material Adverse Effect. If the
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Exhibit 4.3 SUMMARY OF THE IRREVOCA
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(6) defend, at its own cost and exp
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(5) the balance remaining after the
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In addition, articles Three, Four a
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(j) deliver, within five (5) days f
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Governing Law and Jurisdiction. Thi
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Servicios Corporativos Doctorgen, S
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Exhibit 12.2 CERTIFICATION I, Juan
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FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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